PERFORMANCE FOOD GROUP COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

EXHIBIT 10.2

PERFORMANCE FOOD GROUP COMPANY
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			4
1.1 Account			4
1.2 Adjustment Date			4
1.3 Administrator			4
1.4 Adopting Company			4
1.5 Basic Contributions			4
1.6 Beneficiary			4
1.7 Board			4
1.8 Code			4
1.9 Committee			4
1.10 Company			4
1.11 Company Stock			4
1.12 Compensation			5
1.13 Disability Retirement Date			6
1.14 Effective Date			6
1.15 Employee			6
1.16 Employer			6
1.17 Employment Commencement Date			6
1.18 ERISA			7
1.19 ESOP Contributions			7
1.20 Fiduciary			7
1.21 5% Owner			7
1.22 Forfeiture			7
1.23 Highly Compensated Employees			7
1.24 Hour of Service			8
1.25 Inactive Participant			9
1.26 Ineligible Employee			9
1.27 Investment Manager			9
1.28 Key Employee			10
1.29 Matching Contributions			10
1.30 Normal Retirement Date			10
1.31 Participant			10
1.32 Period of Severance			10
1.33 Permanent Disability			10
1.34 Plan			11
1.35 Plan Year			11
1.36 Prior Plans			11
1.37 Qualified Non-Elective Contributions			11
1.38 Reemployment Commencement Date			11

		Page
1.39 Related Company			11
1.40 Salary Reduction Contributions			11
1.41 Section 415 Compensation			12
1.42 Service			12
1.43 Severance from Service Date			15
1.44 Suspense Account			16
1.45 Top Heavy			16
1.46 Trust, Trust Fund or Fund			17
1.47 Trustee			17
1.48 Gender and Number			17
ARTICLE II PARTICIPATION			18
2.1 Eligibility Requirements			18
2.2 Reemployment			21
2.3 Loss of Eligibility with Continued Employment			21
ARTICLE III CONTRIBUTIONS			22
3.1 ESOP Contributions			22
3.2 Savings Plan Contributions			23
3.3 Limitation on Contributions			24
3.4 No Right or Duty of Inquiry			25
3.5 Non-Reversion			25
3.6 Time and Manner of Payment of Contributions			25
3.7 Catch-up Contributions			26
ARTICLE IV ACCOUNTS AND ALLOCATIONS			27
4.1 Accounts			27
4.2 Allocation of Contributions and Forfeitures			29
4.3 Ineligibility to Receive Allocations of Company Stock			30
4.4 Allocation of Earnings			31
4.5 Segregated Accounts			32
4.6 Annual Additions			32
4.7 Anti-Discrimination Test for Salary Reduction Contributions			33
4.8 Anti-Discrimination Test for Matching Contributions			35
4.9 Distribution of Excess Contributions			36
4.10 Correction of Error			38
4.11 Trust as Single Fund			38
ARTICLE V VESTING			39
5.1 Vesting			39
5.2 Service Rules			40
5.3 Vested Benefits and Forfeitures			40
ARTICLE VI BENEFITS			43
6.1 Normal Retirement			43
6.2 Disability Retirement			43
6.3 Termination of Employment			43

		Page
6.4 Death Benefits			43
6.5 Designation of Beneficiary			43
6.6 Commencement of Distribution			44
6.7 Form of Benefit			46
6.8 Location of Former Participants			47
6.9 Benefits to Minors and Incompetents			48
6.10 Withdrawals			48
6.11 Loans			50
6.12 Installment Payment and Annuity Options			52
ARTICLE VII DISTRIBUTION IN COMPANY STOCK			53
7.1 Legends			53
7.2 Basis of Company Stock			53
ARTICLE VIII ADMINISTRATION BY THE COMMITTEE			54
8.1 Appointment of the Committee			54
8.2 Powers of the Committee			54
8.3 Operation			55
8.4 Meetings and Quorum			55
8.5 Compensation			56
8.6 Payment of Expenses			56
8.7 Qualified Domestic Relations Orders			56
8.8 Rollovers and Trustee-to-Trustee Transfers to and from the Plan			57
ARTICLE IX DUTIES AND POWERS OF THE TRUSTEE			59
9.1 General			59
9.2 Trust Agreement			59
9.3 Limitation of Liability			59
9.4 Power of Trustee to Carry Out the Plan			59
9.5 Life Insurance			59
9.6 Directed Investments			61
9.7 Investment Diversification of ESOP Accounts Applicable to Periods Prior to January 1, 2007			62
ARTICLE X AMENDMENT AND TERMINATION			64
10.1 Amendment			64
10.2 Termination			64
10.3 Merger			64
ARTICLE XI CLAIMS PROCEDURE			65
11.1 Right to File Claim			65
11.2 Denial of Claim			65
11.3 Claims Review Procedure			65
ARTICLE XII ADOPTION OF PLAN BY RELATED COMPANIES AND TRANSFERRED ASSETS			67
12.1 Adoption of the Plan			67

		Page
12.2 Withdrawal			67
12.3 Sale of Employer’s Assets			67
ARTICLE XIII MISCELLANEOUS			68
13.1 Indemnification			68
13.2 Exclusive Benefit Rule			68
13.3 No Right to the Fund			68
13.4 Rights of Employer			68
13.5 Non-Alienation of Benefits			68
13.6 Construction and Severability			69
13.7 Delegation of Authority			69
13.8 Request for Tax Ruling			69
13.9 Qualified Military Service			69

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PERFORMANCE FOOD GROUP COMPANY
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

BACKGROUND

     Pocahontas Foods, USA, Inc., a wholly-owned subsidiary of Pocahontas Food Group, Inc. (formerly Pocahontas Food Companies of America, Inc.), established the Pocahontas Foods, USA, Inc. Profit Sharing Retirement Plan (the “Pocahontas Plan”) effective as of August 1, 1987. The Pocahontas Plan was originally designed to be a qualified profit sharing plan under Section 401(a) of the Code and included a qualified cash or deferred arrangement (“CODA”) under Section 401(k) of the Code.

     Effective as of June 1, 1988, the Pocahontas Plan was amended and restated to permit the plan to borrow funds for the purpose of acquiring qualified employer securities and to satisfy the requirements necessary for the plan to qualify as an employee stock ownership plan under Sections 409 and 4975(e)(7) of the Code. As amended and restated, the Pocahontas Plan retained and continued the CODA portion of the Plan, and was designated the Pocahontas Food Group, Inc. Employee Savings and Stock Ownership Plan (as amended and restated in 1988, the “1988 Plan”).

     On June 2, 1988, Caro Produce & Institutional Foods, Inc., a wholly owned subsidiary of Pocahontas Food Group, Inc., (and its wholly owned subsidiaries) adopted the 1988 Plan and on July 1, 1988 the assets of the Caro Produce & Institutional Foods, Inc. Retirement Plan (the “Caro Produce Plan”) were transferred to the 1988 Plan.

     On July 5, 1988, Kenneth O. Lester Co., Inc. became a subsidiary of Pocahontas Food Group, Inc., adopted the 1988 Plan on July 5, 1988 and on July 6, 1988 the assets of the Kenneth O. Lester Co., Inc. Profit Sharing Plan (the “Lester Company Plan”) were transferred to the 1988 Plan.

     Each participant in the Caro Produce Plan, the Lester Company Plan and the 1988 Plan is entitled to a benefit under the 1988 Plan immediately after the transfer of assets from the Caro Produce Plan and the Lester Company Plan into the 1988 Plan, equal to or greater than his account balance determined under the Caro Produce Plan, the Lester Company Plan, or the 1988 Plan, as the case maybe, immediately before the transfer.

     The 1988 Plan has been amended by various amendments, including an amendment in 1993 to change the name of the Plan to the Performance Food Group Company Employee Savings and Stock Ownership Plan, in order to reflect the change in the name of the Company from Pocahontas Food Group, Inc. to Performance Food Group Company.

     On December 31, 1994, effective January 1, 1989, the 1988 Plan was amended and restated in its entirety in order to bring the Plan into compliance with the Tax Reform Act of 1986 and subsequent legislation (as amended and restated in 1994, the “1994 Plan”).

     On January 3, 1995, Milton’s Food Service, Inc. became a subsidiary of the Company and adopted the 1994 Plan effective February 1, 1995. Effective January 1, 1996, the Milton’s Institutional Foods, Inc. Profit Sharing Plan (the “Milton’s Plan”) was merged into the 1994 Plan.

     On October 31, 1997, AFI Food Service Distributors, Inc. became a wholly owned subsidiary of the Company and adopted the 1994 Plan effective October 31, 1997. Effective August 4, 1999, the AFI Food Service Distributors, Inc. Profit Sharing and Savings Plan (the “AFI Plan”) was merged into the 1994 Plan.

     On February 28, 1999, NCF Acquisition, Inc., a wholly owned subsidiary of the Company, merged into NorthCenter Foodservice Corporation, which adopted the 1994 Plan effective March 21, 1999. Effective as of such date, the NorthCenter Foodservice Corporation Profit Sharing Plan (the “NorthCenter Plan”) was merged into the 1994 Plan.

     Each participant in the Milton’s Plan, the NorthCenter Plan, the AFI Plan and the 1994 Plan is entitled to a benefit under the 1994 Plan immediately after the transfer of assets from the Milton’s Plan, the NorthCenter Plan, and the AFI Plan into the 1994 Plan, equal to or greater than his account balance determined under the Milton’s Plan, the NorthCenter Plan, the AFI Plan, or the 1994 Plan, as the case may be, immediately before the transfer.

     The 1994 Plan has been amended by various amendments, including amendments to increase the percentage of Compensation that a Participant may defer under the Plan to 15 percent, to increase the Employer Matching Contribution, to modify the participant loan provisions, to provide for daily valuation of certain Accounts, and to eliminate the minimum participation age.

     Effective January 1, 2000, the 1994 Plan was amended and restated in its entirety in order to bring the Plan into compliance with the Taxpayer Relief Act of 1997, the Small Business Job Protection Act of 1996, the Uruguay Round Agreements Act (“GATT”), the Uniformed Services Employment and Reemployment Rights Act of 1994 and various regulatory and other statutory provisions now effective (as amended and restated in 2000, the “2000 Plan”). The Plan was also amended to increase the Employer Matching Contribution and to reduce the eligibility service requirement.

     In October 2000, the Company decided to eliminate the installment payment option available to Participants under the Plan and the annuity options available to certain Participants who were formerly participants in the Lester Company Plan, the Caro Produce Plan and the Milton’s Plan in accordance with Section 1.411(d)-4(e) of the Treasury Regulations. Notice was provided Participants effective February 1, 2001, as required by such regulations.

     The 2000 Plan was amended and restated in its entirety in order to bring the Plan into compliance with the Internal Revenue Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief Act of 2000, and certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (including the provision of the Act that permits deductible dividends on Company stock to be reinvested in such stock), to eliminate the

installment payment and annuity options formerly available under the Plan, to change to the “elapsed time” method for computing service for purposes of the Plan, to eliminate the cash-out limit “lookback rule” in accordance with Sections 1.411(a)-11(c)(3) and 1.417(e)-1(b)(2)(i) of the Treasury Regulations, to make the Employer Matching Contribution a discretionary contribution, to permit in-service withdrawals from the Plan of all or part of a Participant’s Rollover Account upon attaining age 59 ¹ / 2 or in the event such Participant incurs a financial hardship, to permit a Participant to direct the investment of his ESOP Contributions Account and Prior Plan ESOP Contributions Account from Company Stock to the investment funds authorized by the Committee, to permit a Participant to elect not to have Salary Reduction Contributions made from bonuses, and to permit a Participant to designate that Salary Reduction Contributions be made as a flat dollar amount rather than as a whole percentage of Compensation.

     The Plan is again amended and restated effective January 1, 2007, to incorporate all amendments adopted since the last restatement in 2002. Except as otherwise provided herein, the Effective Date of the Plan, as amended and restated, shall be January 1, 2007.

     It is intended that the amended and restated Plan (hereafter, the “Plan”) shall continue to be a qualified plan under Code Section 401(a) and to qualify as a qualified employee stock ownership plan under Code Sections 409 and 4975(e)(7) that includes a qualified CODA as described in Code Section 401(k).

     In addition to providing retirement benefits for employees of the Employer (which includes the Company and each Related Company that adopts the Plan) and their Beneficiaries, a primary purpose of the Plan is to enable employees to share in the growth and prosperity of the Company and to accumulate capital for their future economic security by acquiring a proprietary interest in the Company. In furtherance of that goal, the employee stock ownership portion of the Plan is designed to invest its assets primarily in Company Stock.

ARTICLE I
DEFINITIONS

     Where indicated by initial capital letters, the following terms shall have the following meanings, unless the context clearly indicates otherwise:

     1.1 Account . An account (or accounts) maintained for the benefit of a Participant pursuant to Section 4.1.

     1.2 Adjustment Date . The last day of each calendar quarter. The Committee may establish more frequent Adjustment Dates in such circumstances and for such purposes as the Committee deems it appropriate, including the adoption of a daily valuation system for amounts held in Basic Contributions Accounts, Salary Reduction Contributions Accounts, Matching Contributions Accounts, Prior Plan Employee Contributions Accounts, Prior Plan Employer Contributions Accounts and Rollover Accounts.

     1.3 Administrator . The Committee.

     1.4 Adopting Company . The Company and any Related Company that adopts the Plan as provided in Article XII.

     1.5 Basic Contributions . The Employer’s contributions made pursuant to Section 3.2(a).

     1.6 Beneficiary . Any person or entity who is to receive any benefits payable from the Plan on account of the death of a Participant in accordance with the provisions of Section 6.4 and Section 6.5 of the Plan.

     1.7 Board . Except where the context clearly indicates otherwise, the duly constituted Board of Directors of the Company.

     1.8 Code . The Internal Revenue Code of 1986, as amended, or any subsequently enacted federal revenue law. A reference to a particular Section of the Code shall be deemed to include a reference to any regulations issued under the Section and to the corresponding section of any subsequently enacted federal revenue law.

     1.9 Committee . The committee established pursuant to Article VIII of the Plan to be responsible for the general administration and interpretation of the Plan and supervision of the Trust Fund in accordance with the provisions of Article VIII.

     1.10 Company . Performance Food Group Company (formerly known as Pocahontas Food Group, Inc.) and any successor (by merger, consolidation or otherwise).

     1.11 Company Stock . Common stock issued by the Company (or by a Related Company) that is readily tradable on an established securities market or, if no such readily

tradable common stock exists, common stock issued by the Company (or a Related Company) that has a combination of voting power and dividend rights equal to or in excess of:

     (a) that class of common stock of the Company (or Related Company) having the greatest voting power, and

     (b) that class of common stock of the Company (or Related Company) having the greatest dividend rights.

Non-callable preferred stock shall be treated as Company Stock if (i) such stock is convertible at any time into stock which meets the requirements of the preceding sentence and (ii) such conversion is at a conversion price that, as of the date of the acquisition of such preferred stock by the Plan, is reasonable. For purposes of the next preceding sentence, callable preferred stock shall be treated as non-callable if, after the call, there will be a reasonable opportunity for a conversion that satisfies the requirements of the last preceding sentence. Company Stock shall meet the requirements of a “qualifying employer security” under ERISA Section 407(d)(5) and “employer securities” under Code Section 409(1).

     1.12 Compensation .

     (a) The earnings paid to an Employee by the Employer during a Plan Year for personal services, prior to withholding as reported on Form W-2, including bonuses, overtime pay, and commissions, but excluding contributions or benefits under this Plan or any other plan of deferred compensation maintained by the Employer and excluding special allowances (such as amounts paid to an Employee during an authorized leave of absence, moving expenses, car expenses, tuition reimbursement, meal allowances, the cost of excess group life insurance income includible in taxable income, and similar items). Compensation shall include all Salary Reduction Contributions by a Participant pursuant to Section 4.2(a) and any salary reduction contributions to a cafeteria plan under Code Section 125. Effective January 1, 2001, Compensation shall also include any elective amounts that are not includible in the gross income of the Participant under Code Section 132(f)(4). Notwithstanding the above, Compensation shall not include a retention bonus paid by the Company to any Participant who becomes a Companies Covered Employee, as defined in the Stock Purchase Agreement dated February 22, 2005, between the Company and Chiquita Brands International, Inc.

     (b) For purposes of the nondiscrimination tests of Sections 4.7 and 4.8, “Compensation” means Compensation for services performed for the Company that is currently includible in gross income, increased by the Employee’s Salary Reduction Contributions, elective contributions under a cafeteria plan and elective contributions under other arrangements permitted to be included under Code Section 414(s). Effective January 1, 2001, “Compensation” for purposes of these nondiscrimination tests shall be increased by any elective amounts that are not includible in gross income under Code Section 132(f)(4).

     (c) For convenience of administration, Compensation may be rounded to the nearest $100.

     (d) Notwithstanding Section 1.12(a) and (b), Compensation taken into account under the Plan shall be limited as follows:

     (i) The amount of an Employee’s annual Compensation that may be taken into account under the Plan shall not exceed $225,000 (for 2007, to be adjusted for future years pursuant to Code Sections 401(a)(17)(B) and 415(d)).

     (ii) If a Plan Year (or any other period, not exceeding 12 months, over which Compensation is determined under the Plan) consists of fewer than 12 months, the relevant statutory Compensation limit (as described in (i) above) in effect for such Plan Year (or other determination period) shall be multiplied by a fraction, the numerator of which is the number of months in the Plan Year (or other determination period), and the denominator of which is 12.

     1.13 Disability Retirement Date . The date upon which the Committee determines that a Participant has incurred a Permanent Disability.

     1.14 Effective Date . For the amended and restated Plan, January 1, 2007, except as otherwise provided herein. The original effective date of the salary reduction portion of the Plan, as part of the Pocahontas Plan (as defined in Section 1.36), was August 1, 1987, and the original effective date of the employee stock ownership portion of the Plan, as part of the 1988 Prior Plan (as defined in Section 1.36), was June 1, 1988. The original effective date of the Pocahontas Plan was August 1, 1987; the original effective date of the Caro Produce Plan (as defined in Section 1.36) was January 1, 1973; the original effective date of the Lester Company Plan (as defined in Section 1.36) was September 1, 1981; the original effective date of the Milton’s Plan (as defined in Section 1.36) was May 1, 1987; the original effective date of the NorthCenter Plan (as defined in Section 1.36) was December 28, 1972; the original effective date of the AFI Plan (as defined in Section 1.36) was January 1, 1980; the original effective date of the TPC Spinoff Plan (as defined in Section 1.36) was September 15, 1989; and the original effective date of the Plee-Zing Plan (as defined in Section 1.36) was January 1, 1989.

     1.15 Employee . Any person employed by the Employer, other than a person classified in the records of the Employer as an independent contractor (regardless of whether he is later determined by the Internal Revenue Service or a federal or state court to be a common law employee) or a leased employee.

     1.16 Employer . The Company and each other Adopting Company.

     1.17 Employment Commencement Date . The date on which an Employee first completes an Hour of Service.

     1.18 ERISA . The Employee Retirement Income Security Act of 1974, as amended. A reference to a particular Section of ERISA shall be deemed to include a reference to any regulations issued under the Section.

     1.19 ESOP Contributions . The Employer’s contributions made pursuant to Section 3.1.

     1.20 Fiduciary . Any person who (a) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan. The Committee and the Trustee each shall be a named Fiduciary for purposes of the Plan and ERISA.

     1.21 5% Owner . If the Employer is a corporation, any person who owns (or is considered to own within the meaning of Code Section 318) more than 5% of the outstanding stock of the corporation or stock possessing more than 5% of the total combined voting power of all stock of the corporation. If the Employer is not a corporation, a 5% Owner is any person who owns more than 5% of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Section 414 shall be treated as separate employers.

     1.22 Forfeiture . That portion of a Participant’s Account that is not vested (as provided in Section 5.1). A Forfeiture occurs upon the earlier of:

     (a) the distribution of the entire vested portion of the Participant’s Account in a “cash-out” distribution described in Section 5.3(c), or

     (b) the last day of the Plan Year in which the Participant incurs a five-year Period of Severance.

For purposes of subparagraph (a), in the case of a Participant who has terminated employment other than by reason of death, Permanent Disability, or retirement on or after the Participant’s Normal Retirement Date, and whose vested Account balance is zero, such terminated Participant shall be deemed to have received a cash-out distribution of the Participant’s vested Account balance upon his termination of employment. Restoration of forfeited amounts shall occur pursuant to Section 5.3(c). The term Forfeiture shall also include amounts deemed to be Forfeitures pursuant to any other provision of the Plan.

     1.23 Highly Compensated Employees . Any Employee or former Employee who:

     (a) was a 5% Owner (as defined in Section 1.21) at any time during the Plan Year or the preceding Plan Year; or

     (b) received 415 Compensation from the Employer in excess of $100,000 (for 2007, to be adjusted for future years pursuant to Code Sections 414(q) and 415(d)) for the preceding Plan Year.

     A former Employee shall be treated as a Highly Compensated Employee if:

     (a) such Employee was a Highly Compensated Employee at the time such Employee terminated employment; or

     (b) such Employee was a Highly Compensated Employee at any time after attaining age 55.

     1.24 Hour of Service .

     (a) Each hour:

     (i) For which the Employee is directly or indirectly paid, or entitled to payment, by the Employer or a Related Company for the performance of duties. These hours shall be credited to the Employee for the computation period in which the duties are performed;

     (ii) For which the Employee is paid or entitled to payment by the Employer or a Related Company for a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) because of vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, up to a maximum of 501 hours during a single continuous period). These hours shall be credited to the Employee for the computation period in which the duties would have been performed;

     (iii) For which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer or a Related Company. These hours shall be credited to the Employee for the computation period to which the award or agreement pertains, rather than the computation period in which the award, agreement or payment is made. The same Hours of Service shall not be credited both under subparagraph (i), (ii) or (iv), as the case may be, and under this subparagraph (iii); and

     (iv) For purposes of determining whether an Employee has a one-year Period of Severance, each hour (up to a maximum of 501 hours in a single continuous period) for which the Employee is absent because of (A) the pregnancy of the Employee, (B) the birth of a child of the Employee, (C) the placement of a child with the Employee in connection with the Employee’s adoption of the child, (D) the Employee’s caring for a child described in clause (B) or (C) immediately after the birth or placement of the child, or (E) an authorized leave of absence under the Family and Medical Leave Act of 1993. These hours shall be credited to the Employee for the computation period in

which the absence begins only if the Employee would otherwise incur a one-year Period of Severance in that computation period. In all other cases, these hours shall be credited to the next following computation period.

Notwithstanding the above, an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation, or disability insurance laws; nor are Hours of Service required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

     (b) If a leased employee later becomes an Employee, Hours of Service with the Employer and Related Companies as a leased employee shall be credited for such leased employee if he or she is required to be treated as an employee for purposes of the Plan under Code Section 414(n) (including any Hours of Service during a period for which such leased employee would have been treated as an employee but for the requirement that he or she perform services on a substantially full-time basis for at least a year).

     (c) Hours of Service under this Section 1.24 shall be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations, which are incorporated in the Plan by this reference.

     1.25 Inactive Participant . An Employee or former Employee who was a Participant in this Plan and has vested benefits under the Plan that have not been paid in full but who, either pursuant to Section 2.3 or because he has terminated employment with the Employer, as the case may be, is no longer entitled to accrue benefits under the Plan.

     1.26 Ineligible Employee . An Employee whose terms and conditions of employment (including retirement benefits) are the subject of good faith bargaining between the Employer and employee representatives, unless the Employer and employee representatives have negotiated for coverage of the Employee hereunder and agreed to such coverage in writing.

     1.27 Investment Manager . A person other than the Trustee, the Company, or the Committee:

     (a) who (i) is registered as an investment advisor under the Investment Advisors Act of 1940, (ii) is registered as an investment advisor under the laws of a state which meets the requirements of ERISA Section 3(38)(B), (iii) is a bank as defined in that Act, or (iv) is an insurance company qualified to perform services relating to the management, acquisition or disposition of assets of a plan under the laws of more than one state; and

     (b) who has acknowledged in writing that it is a fiduciary with respect to the Plan.

     1.28 Key Employee .

     (a) An Employee or former Employee, or a Beneficiary thereof, who, at any time during the Plan Year is or was:

     (i) An officer of the Employer or a Related Company whose annual Section 415 Compensation from the Employer and Related Companies exceeds $130,000 (as adjusted pursuant to Code Section 416(i)(1)) for such Plan Year;

     (ii) A 5% Owner (as defined in Section 1.21) of the Employer that employs (or employed) the Employee (or former Employee); or

     (iii) A 1% owner (defined as any person who would be a 5% Owner under subparagraph (c) above if “1%” were substituted for “5%” each place it appears in Section 1.21) whose annual Section 415 Compensation from the Employer and Related Companies exceeds $150,000.

“Key Employee” shall also include the Beneficiary of a deceased Key Employee, as described above.

     (b) For purposes of this Section 1.28, Section 415 Compensation shall have the meaning provided in Section 1.40.

     (c) The determination of Key Employee status shall be made in accordance with Code Section 416(i), and the number of persons who are considered Key Employees shall be limited as provided under that Section.

     (d) A “non-Key Employee” is any Employee who is not a Key Employee.

     1.29 Matching Contributions . The Employer’s contributions made pursuant to Section 3.2(c).

     1.30 Normal Retirement Date . The date that a Participant attains age 65.

     1.31 Participant . An Employee who meets the requirements of Article 11 of the Plan.

     1.32 Period of Severance . The period of time commencing on the Employee’s Severance from Service Date and ending on his Reemployment Commencement Date, except that, for an Employee or former Employee absent for a maternity or paternity leave, as defined in the Hour of Service definition at Section 1.24, a Period of Severance shall commence on the second anniversary of the date such absence begins.

     1.33 Permanent Disability . Any medically determinable physical or mental infirmity of a Participant which may be expected to result in death, or to be of long continued and indefinite duration, and which renders him incapable to perform the customary duties of his

employment with the Employer. The Committee shall determine whether a Participant has incurred a Permanent Disability on the basis of a medical report of a physician acceptable to the Committee.

     1.34 Plan . The Performance Food Group Company Employee Savings and Stock Ownership Plan (formerly known as the Pocahontas Food Group, Inc. Employee Savings and Stock Ownership Plan), as set forth herein and as amended from time to time.

     1.35 Plan Year . The 12 consecutive month period beginning on January 1 and ending on December 31.

     1.36 Prior Plans . The Performance Food Group Company Employee Savings and Stock Ownership Plan (formerly known as the Pocahontas Food Group, Inc. Employee Savings and Stock Ownership Plan), as in effect immediately before the Effective Date of this Plan (the “1988 Prior Plan”); the Pocahontas Foods, USA, Inc. Profit Sharing Retirement Plan, as in effect immediately before June 1, 1988 (the “Pocahontas Plan”); the Caro Produce & Institutional Foods, Inc. Retirement Plan, as in effect immediately before June 2, 1988 (the “Caro Produce Plan”); the Kenneth O. Lester Company, Inc. Profit Sharing Plan, as in effect immediately before July 6, 1988 (the “Lester Company Plan”); the Hale Brothers, Inc. Profit Sharing Plan (the “Hale Brothers Plan”) as in effect immediately before the merger of the Hale Brothers Plan into the Plan; the Milton’s Institutional Foods, Inc. Profit Sharing Plan as in effect immediately before February 1, 1995 (the “Milton’s Plan”); the NorthCenter Foodservice Corporation Profit Sharing Plan as in effect immediately before March 21, 1999 (the “NorthCenter Plan”); the AFI Food Service Distributors, Inc. Profit Sharing and Savings Plan (the “AFI Plan”) as in effect immediately before August 4, 1999; the portion of the Thomas-Proestler Company Retirement Savings Plan attributable to its non-union employees (the “TPC Spin-off Plan”) as in effect immediately before January 1, 2003; and the Plee-Zing, Inc. 401(k) Profit Sharing Plan (the “Plee-Zing Plan”) as in effect immediately before August 15, 2005.

     1.37 Qualified Non-Elective Contributions . The Employer’s contributions made pursuant to Sections 3.2(e), 4.7(a)(iii) and 4.8(a)(ii).

     1.38 Reemployment Commencement Date . The date on which an Employee completes an Hour of Service following a termination or Period of Severance.

     1.39 Related Company . Any corporation or business organization that is under common control with the Company (as determined under Code Section 414(b) or 414(c)), any organization that is a member of an affiliated service group that includes the Company (as determined under Code Section 414(m)), and any other entity required to be aggregated with the Company pursuant to Treasury Regulations under Code Section 414(o). For the purpose of applying the limitations set forth in Section 4.6, Code Sections 414(b), 414(c) and 414(m) shall be applied as modified by Code Section 415(h).

     1.40 Salary Reduction Contributions . The Employer’s contributions made in accordance with a Participant’s salary reduction agreement made pursuant to Section 3.2(b).

     1.41 Section 415 Compensation .

     (a) An Employee’s total annual compensation from the Employer and Related Companies, as defined in the Treasury Regulations issued under Code Section 415. Under this definition, “Section 415 Compensation” includes an Employee’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer and Related Companies (including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursement or other expense allowances under a nonaccountable plan (as described in Section 1.62-2(c) of the Treasury Regulations). “Section 415 Compensation” does not include items such as:

     (i) Contributions made by the Employer or a Related Company to a plan of deferred compensation to the extent that, before application of the Section 415 limitations to that plan, the contributions are not includible in the Employee’s gross income for the taxable year in which they are contributed;

     (ii) Any distributions from a plan of deferred compensation, regardless of whether such amounts are includible in the gross income of the Employee when distributed; provided, however, that any amounts received by an Employee pursuant to an unfunded nonqualified plan shall be included in Section 415 Compensation in the year such amounts are includible in the gross income of the Employee.

     (iii) Amounts realized from the exercise of a non-qualified stock option or from restricted property;

     (iv) Amounts realized from the sale, exchange or other disposition of stock acquired under a statutory stock option; or

     (v) Other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee).

     (b) The amount of an Employee’s annual Section 415 Compensation that may be taken into account under the Plan shall not exceed $225,000 (for 2007, to be adjusted for future years pursuant to Code Sections 401(a)(17)(B) and 415(d)). In applying these limitations, the short Plan Year rules described in Section 1.13(d)(ii) shall apply. Section 415 Compensation shall include Salary Reduction Contributions by a Participant pursuant to Section 4.2(a), any salary reduction contributions to a cafeteria plan under Code Section 125, and any elective amounts that are not includible in the gross income of the Participant under Code Section 132(f)(4).

     1.42 Service . Effective January 1, 2002, for a Participant who completes an Hour of Service on or after such date, the period of service from the Employee’s Date of Employment or

Date of Reemployment until his Severance from Service Date, subject to the following qualifications:

     (a) All periods of Service shall be aggregated on the basis that 12 months of Service shall equal one year of Service, and 30 days of Service shall equal a month of Service in the aggregation of fractional months. Separate periods of Service shall be aggregated on the same basis.

     (b) Except as provided in subsection (c) below, if an Employee terminates employment because of voluntary termination, discharge or retirement and then performs an Hour of Service within twelve months from his Severance from Service Date, the period from such termination of employment until the performance of an Hour of Service will be counted as Service.

     (c) If an Employee terminates employment because of voluntary termination, discharge or retirement during an absence from Service of 12 months or less for any reason other than termination, retirement or death and then performs an Hour of Service within 12 months of the original date on which the Employee was first absent from Service, the period from the original date from which the Employee was first absent from Service until the performance of an Hour of Service will be counted as Service.

     (d) Service with the Employer shall include Service recognized under any Prior Plan.

     (e) Effective as of December 28, 1991, Service shall include service credited to an Employee under the terms of the Taylor & Sledd, Incorporated Profit Sharing Retirement Plan, the Treasure Isle, Inc. Employees’ Thrift and Savings Plan, and any of the Prior Plans.

     (f) Effective as of December 22, 1992, Service shall include service with Loubat-L. Frank, Inc. d/b/a American Beauty for employees of Loubat-L. Frank, Inc. on December 21, 1992, who became Employees of Performance Food Group Company effective December 22, 1992, subject to the service rules of Section 5.2.

     (g) Effective as of May 24, 1993, Service shall include service with Summit Distributors, Inc. for employees of Summit Distributors, Inc. on May 24, 1993, who became Employees of Performance Food Group Company effective May 24, 1993, subject to the service rules of Section 5.2.

     (h) Effective as of June 15, 1995, Service shall include service with the Cannon Foodservice Division of Asheville Packing Company (“Cannon’s”) for employees of Cannon’s on June 15, 1995, who became employees of Milton’s Foodservice, Inc. effective June 15, 1995, subject to the service rules of Section 5.2.

     (i) Effective as of January 1, 1997, Service shall include credited service with McLane Foodservice-Temple, Inc. and McLane Company, Inc. for employees of such

companies who became employees of Performance Food Group of Texas, L.P. effective on the effective date of the acquisition of the McLane food service business pursuant to an asset purchase agreement with the Company dated October, 1996, subject to the service rules of Section 5.2.

     (j) Effective as of July 1, 1997, Service shall include credited service with Central Florida Finer Foods, Inc. for employees of such company who became employees of Performance Food Group Company on June 30, 1997, subject to the service rules of Section 5.2.

     (k) Effective as of July 1, 1997, Service shall include credited service with W. J. Powell Company, Inc. for employees who were employed with W. J. Powell Company, Inc. on June 30, 1997, subject to the service rules of Section 5.2.

     (l) Effective as of July 1, 1997, Service shall include credited service with Tenneva Foodservice, Inc. for employees of such company who became employees of Hale Brothers/Summit, Inc. on May 18, 1997, subject to the service rules of Section 5.2.

     (m) Effective as of October 31, 1997, Service shall include credited service with AFI Food Service Distributors, Inc. for employees of AFI Food Service Distributors, Inc. on October 31, 1997, subject to the service rules of Section 5.2.

     (n) Effective as of July 1, 1998, Service shall include credited service with Affiliated Paper Companies, Inc. (prior to its sale of certain assets of such company to a Related Company) for employees of such company who became employees of Affiliated Paper Companies, Inc. (formerly, APC Acquisition, Inc.) on July 1, 1998, subject to the service rules of Section 5.2.

     (o) Effective as of July 27, 1998, Service shall include credited service with Taylor & Sledd, Inc. (prior to its sale of certain assets of such company to a Related Company) for employees of such company who became employees of T & S Acquisition, Inc. (whose name was changed to Virginia Foodservice Group, Inc.) on July 27, 1998, subject to the service rules of Section 5.2.

     (p) Effective as of March 21, 1999, Service shall include credited service with NorthCenter Foodservice Corporation for employees of such company on the date of the merger of NCF Acquisition, Inc. into NorthCenter Foodservice Corporation, subject to the service rules of Section 5.2.

     (q) Effective as of August 28, 1999, Service shall include credited service with Dixon Tom-A-Toe Companies, Inc. for employees of such company on the date of the merger of Dixon Tom-A-Toe Companies, Inc. into Performance Acquisition, Inc., subject to the service rules of Section 5.2.

     (r) Effective as of December 13, 1999, Service shall include credited service with RAGONE, L.L.C. and DNGONE, L.L.C. for employees of such companies who

became employees of Virginia Foodservice Group, Inc. on December 13, 1999, subject to the service rules of Section 5.2.

     (s) Effective as of August 4, 2000, Service shall include credited service with Carroll County Foods, Inc. for employees of Carroll County Foods, Inc. on August 4, 2000, subject to the service rules of Section 5.2.

     (t) Effective as of December 13, 2000, Service shall include credited service with Redi-Cut Foods, Inc., Kansas City Salad Holdings, Inc. and Kansas City Salad, L.L.C. for employees of Redi-Cut Foods, Inc., Kansas City Salad Holdings, Inc. or Kansas City Salad, L.L.C. on December 13, 2000, subject to the service rules of Section 5.2.

     (u) Effective as of April 2, 2001, Service shall include credited service with Empire Seafood, Inc. for employees of Empire Seafood, Inc. on April 2, 2001, subject to the service rules of Section 5.2.

     (v) Effective as of August 31, 2001, Service shall include credited service with Springfield Foodservice Corporation for employees of Springfield Foodservice Corporation on August 31, 2001, subject to the service rules of Section 5.2.

     (w) Effective as of January 1, 2002, Service shall include credited service with Fresh Express, Inc., Fresh International Corporation, Fresh Cuts, Inc., Bruce Church, LLC, Transfresh Corporation, Fresh Express Chicago, Inc. and Fresh Express Mid-Atlantic, Inc. (the “Fresh Companies”) for employees of the Fresh Companies on October 16, 2001, subject to the service rules of Section 5.2.

     (x) Effective as of July 26, 2002, Service shall include credited service with Thoms-Proestler Company for employees of Thoms-Proestler Company on July 26, 2002, subject to the service rules of Section 5.2.

     (y) Effective as of July 7, 2004, Service shall include credited service with Plee-Zing, Inc. for Donald Donakowski, subject to the service rules of Section 5.2.

     (z) Service shall include service with an Adopting Company to the extent determined by the Adopting Company and the Company pursuant to Section 12.1 to include such service as Service under this Plan.

     (aa) Service credited to an Employee prior to January 1, 2002 shall be determined in accordance with the hours of service computation method used under the previous Plan document, effective January 1, 2000.

     1.43 Severance from Service Date . The earlier of the date on which an Employee quits, is discharged, retires or dies, or the first anniversary of the first date of a period in which an Employee remains absent from Service with the Employer or Related Employer maintaining the Plan for any reason other than a quit, discharge, retirement or death.

     For purposes of determining Service, the Severance from Service Date for an Employee or former Employee who is absent from work for maternity or paternity leave shall be the second anniversary of the date such absence begins. For purposes of this Section, an absence from work for maternity or paternity leave means an absence (a) by reason of the pregnancy of the Employee or former Employee, (b) by reason of the birth of a child of the Employee or former Employee, (c) by reason of the placement of a child with the Employee or former Employee in connection with the adoption of such child by such Employee or former Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement. Notwithstanding the above, no credit shall be given for Service pursuant to this paragraph unless the Employee or former Employee furnishes sufficient information to the Committee to establish that the absence is due to maternity or paternity leave, as well as the number of days of such absence.

     1.44 Suspense Account . The account, as described in Section 4.1(b), established to hold Company Stock that has been pledged as security for a loan that satisfies the requirements of Code Section 4975(d)(3) and ERISA Section 408(b)(3) and Regulations promulgated thereunder (an “exempt loan”).

     1.45 Top Heavy . One or more plans that are qualified under Code Section 401(a) and under which the sum of the present value of the accrued benefits of Key Employees under defined benefit plans and the account balances of Key Employees under defined contribution plans exceeds 60% of the sum of the present value of accrued benefits and account balances of all employees, former employees and beneficiaries in such plans, subject to the following:

     (a) The determination of whether this Plan is Top Heavy for a Plan Year shall be made as of the last day of the immediately preceding Plan Year or, in the case of the first Plan Year, the last day of such Plan Year (the “determination date”), based upon values as of that date, and shall be made in accordance with Code Section 416(g).

     (b) If the Employer and Related Companies maintain more than one plan qualified under Code Section 401, then (i) each such plan in which a Key Employee is a participant and (ii) each such plan that must be taken into account in order for a plan described in clause (i) to meet the requirements of Code Section 401(a)(4) or 410 shall be aggregated with this Plan (collectively, the “required aggregation group”) to determine whether the plans, as a group, are Top Heavy. For the purpose of making such determination, the Employer and Related Companies may, in their discretion, aggregate any other qualified plan with this Plan to the extent that such aggregation is permitted by Code Section 416(g) (such additional plans, together with the required aggregation group, the “permissive aggregation group”).

     (c) For purposes of making a Top Heavy determination under this Section 1.45, the following rules shall apply in determining the benefits in a defined benefit plan and the account balances in a defined contribution plan:

     (i) there shall be included the present value of distributions from such plans made during the one-year period ending on the determination date and in-service distributions from such plans made during the five-year period ending on the determination date, including distributions under a terminated plan which, if it had not been terminated, would have been required to be included in the required aggregation group;

     (ii) except to the extent provided in Treasury Regulations of the Secretary of the Treasury, any rollover contributions (or similar transfers) made to the plan shall not be taken into account;

     (iii) the accrued benefits and account balances of the following persons shall not be taken into account:

     (A) any individual who is a non-Key Employee for the Plan Year but was a Key Employee for any prior Plan Year; or

     (B) any individual who has not performed services for the Employer or a Related Company maintaining the plan at any time during the five-year period ending on the determination date; and

     (iv) the accrued benefit of a non-Key Employee shall be determined under the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Employer and Related Companies or, if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C).

     1.46 Trust, Trust Fund or Fund . The trust implementing the Plan and the Plan assets held in the trust.

     1.47 Trustee . The individual or individuals or the corporate entity (and any successor thereto) that is appointed by the Company and that agrees to administer the Trust.

     1.48 Gender and Number . Except where otherwise indicated by the context, any masculine terminology shall also include the feminine and neuter, and the definition of any tern in the singular may also include the plural.

ARTICLE II
PARTICIPATION

     2.1 Eligibility Requirements .

     (a) Each Employee who was participating in the Plan on January 1, 2006 and who is not an Ineligible Employee shall continue to be a Participant in this Plan.

     (b) Effective January 1, 2006, each other Employee who is not already a Participant pursuant to subparagraph (a) and who is not an Ineligible Employee may become a Participant on the first day of the month next following the date the Employee has completed at least 60 days of Service.

     (c) Effective January 1, 2006, each Employee whose Employment Commencement Date is on or after January 1, 2006, who has not elected to participate in the Plan in accordance with subsection 2.1(b) above, and who is not an Ineligible Employee shall become a Participant on the first day of the month next following the date the Employee has completed at least 60 days of Service in accordance with the automatic enrollment provisions described in Plan section 3.2(b)(i)(A).

     (d) Notwithstanding subparagraphs (a) and (b), employees of B&R Foods, Inc., on December 27, 1991, who became employees of Pocahontas Foods USA, Inc. effective December 28, 1991, and who are Employees and are not Ineligible Employees, shall be eligible to participate in this Plan effective December 28, 1991.

     (e) Notwithstanding subparagraphs (a) and (b), employees of Loubat-L. Frank, Inc. d/b/a American Beauty on December 21, 1992, who became employees of Performance Food Group Company effective December 22, 1992, and who are Employees and are not Ineligible Employees, shall be eligible to participate in this Plan effective December 22, 1992.

     (f) Notwithstanding subparagraphs (a) and (b), employees of Summit Distributors, Inc. on May 24, 1993, who became employees of Performance Food Group Company effective May 24, 1993, and who are Employees and are not Ineligible Employees, shall be eligible to participate in this Plan effective May 24, 1993.

     (g) Notwithstanding subparagraphs (a) and (b), individuals who, as of January 3, 1995, were employees of Milton’s Institutional Foods, Inc., a wholly-owned subsidiary of the Company, and who, on February 1, 1995, have satisfied the age and service eligibility requirements of subparagraph (b) as in effect on that date, are Employees and are not Ineligible Employees shall become Participants in this Plan effective February 1, 1995.

     (h) Notwithstanding subparagraphs (a) and (b), employees of McLane Foodservice-Temple, Inc. or McLane Company, Inc. on December 27, 1996, who

became Employees of Performance Food Group of Texas, L.P. on the effective date of the acquisition of the McLane food service business pursuant to an asset purchase agreement with the Company dated October, 1996 who have satisfied the service eligibility requirement of subparagraph (b), and are Employees and are not Ineligible Employees shall become Participants in the Plan effective January 1, 1997.

     (i) Notwithstanding subparagraphs (a) and (b), employees of Central Florida Finer Foods, Inc. who became Employees of the B&R Foods Division of Performance Food Group Company on June 30, 1997, have satisfied the service eligibility requirement of subparagraph (b) on July 1, 1997, and are Employees and are not Ineligible Employees shall become Participants in the Plan effective July 1, 1997.

     (j) Notwithstanding subparagraphs (a) and (b), individuals who, as of June 30, 1997, were employees of W. J. Powell Company, Inc. a wholly-owned subsidiary of the Company, and who, on July 1, 1997, have satisfied the age and service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective July 1, 1997.

     (k) Notwithstanding subparagraphs (a) and (b), employees of Tenneva Foodservice, Inc. who became Employees of Hale Brothers/Summit, Inc. on May 18, 1997, have satisfied the service eligibility requirement of subparagraph (b) on July 1, 1997, and are Employees and are not Ineligible Employees shall become Participants in the Plan effective July 1, 1997.

     (l) Notwithstanding subparagraphs (a) and (b), individuals who, as of October 31, 1997, were employees of AFI Food Service Distributors, Inc., a wholly-owned subsidiary of the Company, and who, on October 31, 1997, have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective October 31, 1997.

     (m) Notwithstanding subparagraphs (a) and (b), individuals who, as of July 1, 1998, were employees of Affiliated Paper Companies, Inc. (formerly APC Acquisition, Inc.), a wholly-owned subsidiary of the Company, and who, on July 1, 1998, have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective July 1, 1998.

     (n) Notwithstanding subparagraphs (a) and (b), individuals who, as of July 27, 1998, were employees of T&S Acquisition, Inc. (whose name was changed to Virginia Foodservice Group, Inc.), a wholly-owned subsidiary of the Company, and who, on July 27, 1998, have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective July 27, 1998.

     (o) Notwithstanding subparagraphs (a) and (b), individuals who, as of the date of the merger of NCF Acquisition, Inc. into NorthCenter Foodservice Corporation were employees of NorthCenter Foodservice Corporation, and who, as of March 21, 1999,

have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective as of March 21, 1999 or as soon thereafter as is administratively practicable.

     (p) Notwithstanding subparagraphs (a) and (b), employees of RAGONE, L.L.C. and DNGONE, L.L.C. who became employees of Virginia Foodservice Group, Inc. on December 13, 1999, and who as of December 13, 1999, have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective as of December 13, 1999 or as soon thereafter as is administratively practicable.

     (q) Notwithstanding subparagraphs (a) and (b), individuals who, as of August 4, 2000, were employees of Carroll County Foods, Inc., a wholly-owned subsidiary of the Company, and who, on August 4, 2000, have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective August 4, 2000.

     (r) Notwithstanding subparagraphs (a) and (b), individuals who, as of April 2, 2001, were employees of Empire Seafood, Inc. and who, on April 2, 2001, have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan as of April 2, 2001.

     (s) Notwithstanding subparagraphs (a) and (b), individuals who, as of August 31, 2001, were employees of Springfield Foodservice Corporation and who on October 1, 2001 satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan effective October 1, 2001.

     (t) Notwithstanding subparagraphs (a) and (b), individuals who, on July 26, 2002, were employees of Thoms-Proestler Company, and who, on November 1, 2002, have satisfied the service eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees shall become Participants in the Plan on November 1, 2002 or as soon thereafter as is administratively practicable.

     (u) Notwithstanding subparagraphs (a) and (b), Donald Donakowski who, on July 7, 2004, was an employee of Plee-Zing, Inc., who, after July 7, 2004, remained an employee of Plee-Zing, Inc. and who, on July 7, 2004, had satisfied the service eligibility requirements of subparagraph (b), is an Employee and is not an Ineligible Employee shall become a Participant in the Plan on July 7, 2004, or as soon thereafter as is administratively practicable.

     (v) An Employee who becomes a Participant shall remain a Participant until such Participant retires, dies, or otherwise terminates employment with the Employer, at which time he shall become an Inactive Participant until he no longer maintains a vested Account balance in the Plan. Any Inactive Participant hereunder may again become a

Participant upon reemployment with the Employer and satisfaction of the