PERFORMANCE FOOD GROUP COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AS AMENDED AND RESTATED

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Title: PERFORMANCE FOOD GROUP COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AS AMENDED AND RESTATED
Governing Law: Tennessee Date: 3/18/2004
Industry: Food Processing Sector: Consumer/Non-Cyclical

EXHIBIT 10.31

PERFORMANCE FOOD GROUP COMPANY

EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2002

TABLE OF CONTENTS

<TABLE>

Page

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ARTICLE I

DEFINITIONS

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.........................................................................6

1.19 ESOP Contributions............................................................6

1.20 Fiduciary.....................................................................6

1.21 5% Owner......................................................................7

1.22 Forfeiture....................................................................7

1.23 Highly Compensated Employees..................................................7

1.24 Hour of Service...............................................................7

1.25 Inactive Participant..........................................................9

1.26 Ineligible Employee...........................................................9

1.27 Investment Manager............................................................9

1.28 Key Employee..................................................................9

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.........................................................................10

1.35 Plan Year....................................................................10

1.36 Prior Plans..................................................................10

1.37 Reemployment Commencement Date...............................................11

1.38 Related Company..............................................................11

1.39 Salary Reduction Contributions...............................................11

1.40 Section 415 Compensation.....................................................11

</TABLE>

<TABLE>

1.41 Service......................................................................12

1.42 Severance from Service Date..................................................14

1.43 Suspense Account.............................................................15

1.44 Top Heavy....................................................................15

1.45 Trust, Trust Fund or Fund....................................................16

1.46 Trustee......................................................................16

1.47 Gender and Number............................................................16

ARTICLE II

PARTICIPATION

2.1 Eligibility Requirements.....................................................17

2.2 Reemployment.................................................................20

2.3 Loss of Eligibility with Continued Employment................................20

ARTICLE III

CONTRIBUTIONS

3.1 ESOP Contributions...........................................................21

3.2 Savings Plan Contributions...................................................21

(a) Basic Contributions.................................................21

(b) Salary Reduction Contributions......................................22

(d) Voluntary Employee Contributions....................................23

3.3 Limitation on Contributions..................................................23

3.4 No Right or Duty of Inquiry..................................................23

3.5 Non-Reversion................................................................23

3.6 Time and Manner of Payment of Contributions..................................24

3.7 Catch-up Contributions.......................................................24

ARTICLE IV

ACCOUNTS AND ALLOCATIONS

4.1 Accounts.....................................................................25

4.2 Allocation of Contributions and Forfeitures..................................26

(a) Savings Plan Contributions..........................................26

(b) ESOP Contributions..................................................27

4.3 Ineligibility to Receive Allocations of Company Stock........................28

4.4 Allocation of Earnings.......................................................28

4.5 Segregated Accounts..........................................................29

4.6 Annual Additions.............................................................29

4.7 Anti-Discrimination Test for Salary Reduction Contributions..................31

4.8 Anti-Discrimination Test for Matching Contributions..........................32

4.9 Distribution of Excess Contributions.........................................33

4.10 Correction of Error..........................................................34

4.11 Trust as Single Fund.........................................................34

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ARTICLE V

VESTING

5.1 Vesting......................................................................35

5.2 Service Rules................................................................36

5.3 Vested Benefits and Forfeitures..............................................36

ARTICLE VI

BENEFITS

6.1 Normal Retirement............................................................39

6.2 Disability Retirement........................................................39

6.3 Termination of Employment....................................................39

6.4 Death Benefits...............................................................39

6.5 Designation of Beneficiary...................................................39

6.6 Commencement of Distribution.................................................40

6.7 Form of Benefit..............................................................41

6.8 Location of Former Participants..............................................42

6.9 Benefits to Minors and Incompetents..........................................43

6.10 Withdrawals..................................................................43

6.11 Loans........................................................................45

(a) Approval of Loan....................................................45

(b) Amount of Loan......................................................45

(d) Security............................................................46

(e) Interest Rate.......................................................46

(f) Repayment...........................................................46

(g) Distributions.......................................................46

(h) Loan as a Separate Investment of the Participant's Account..........46

(i) Default.............................................................46

(j) Expenses............................................................46

(k) Level Amortization..................................................47

6.12 Installment Payment and Annuity Options......................................47

ARTICLE VII

DISTRIBUTION IN COMPANY STOCK

7.1 Legends......................................................................48

7.2 Basis of Company Stock.......................................................48

ARTICLE VIII

ADMINISTRATION BY THE COMMITTEE

8.1 Appointment of the Committee.................................................49

8.2 Powers of the Committee......................................................49

8.3 Operation....................................................................50

8.4 Meetings and Quorum..........................................................50

8.5 Compensation.................................................................51

8.6 Payment of Expenses..........................................................51

8.7 Qualified Domestic Relations Orders..........................................51

8.8 Rollovers and Trustee-to-Trustee Transfers to and from the Plan..............52

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iii

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ARTICLE IX

DUTIES AND POWERS OF THE TRUSTEE

9.1 General......................................................................54

9.2 Trust Agreement..............................................................54

9.3 Limitation of Liability......................................................54

9.4 Power of Trustee to Carry Out the Plan.......................................54

9.5 Life Insurance...............................................................54

9.6 Directed Investments.........................................................56

(a) General Rules.......................................................56

(b) Election of Participants............................................56

(d) Accounts Not Directed...............................................57

(e) Department of Labor Regulations.....................................57

9.7 Investment Diversification of ESOP Accounts..................................57

ARTICLE X

AMENDMENT AND TERMINATION

10.1 Amendment....................................................................59

10.2 Termination..................................................................59

10.3 Merger.......................................................................59

ARTICLE XI

CLAIMS PROCEDURE

11.1 Right to File Claim..........................................................60

11.2 Denial of Claim..............................................................60

11.3 Claims Review Procedure......................................................60

ARTICLE XII

ADOPTION OF PLAN BY RELATED COMPANIES AND TRANSFERRED ASSETS

12.1 Adoption of the Plan.........................................................62

12.2 Withdrawal...................................................................62

12.3 Sale of Employer's Assets....................................................62

ARTICLE XIII

MISCELLANEOUS

13.1 Indemnification..............................................................63

13.2 Exclusive Benefit Rule.......................................................63

13.3 No Right to the Fund.........................................................63

13.4 Rights of Employer...........................................................63

13.5 Non-Alienation of Benefits...................................................63

13.6 Construction and Severability................................................63

13.7 Delegation of Authority......................................................64

13.8 Request for Tax Ruling.......................................................64

13.9 Qualified Military Service...................................................64

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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 may

be, 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 is hereby 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. 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 Plan is designed to invest its

assets primarily in Company Stock.

Except as otherwise provided herein, the Effective Date of the Plan, as

amended and restated, shall be January 1, 2002.

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 tradeable on an established securities market or, if no

such readily tradeable 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(l).

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).

(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).

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

$200,000 (for 2002, 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,

2002, 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; and the original

effective date of the AFI Plan (as defined in Section 1.36) was January 1, 1980.

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

$80,000 (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).

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.

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 II

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 prior to

the Effective Date of this Plan (the "1988 Prior Plan"); the Pocahontas Foods,

USA, Inc. Profit Sharing Retirement Plan, as in effect immediately prior to 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"); 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"); and the AFI Food Service Distributors, Inc. Profit Sharing

and Savings Plan as in effect immediately before August 4, 1999 (the "AFI

Plan").

1.37 REEMPLOYMENT COMMENCEMENT DATE. The date on which an Employee

completes an Hour of Service following a termination or Period of Severance.

1.38 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).

1.39 SALARY REDUCTION CONTRIBUTIONS. The Employer's contributions made

in accordance with a Participant's salary reduction agreement made pursuant to

Section 3.2(b).

1.40 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 $200,000 (for 2002, 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).

1.41 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.

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) 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.

(y) 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.

1.42 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.

1.43 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").

1.44 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").

this Section 1.43, 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).

1.45 TRUST, TRUST FUND OR FUND. The trust implementing the Plan and the

Plan assets held in the trust.

1.46 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.

1.47 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 term 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, 2002 and who is not an Ineligible Employee shall continue to be a

Participant in this Plan.

(b) Each other Employee who is not already a Participant

pursuant to subparagraph (a) and who is not an Ineligible Employee will

become a Participant on the first January 1, April 1, July 1 or October

1 next following the date the Employee has completed at least 60 days

of Service.

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.

(d) 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.

(e) 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.

(f) 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.

(g) 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.

(h) 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.

(i) 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.

(j) 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.

(k) 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.

(l) 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.

(m) 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.

(n) 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.

(o) Notwithstanding subparagraphs (a) and (b), individuals

who, as of the date of the merger of Dixon Tom-A-Toe Companies, Inc.

into Performance Acquisition, Inc., were employees of Performance

Acquisition, Inc., and who, as of August 28, 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 August 28, 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 December 13, 2000, were employees of Redi-Cut Foods, Inc.,

Kansas City Salad Holdings, Inc. or Kansas City Salad, L.L.C. and who,

on December 13, 2000, have satisfied the service eligibility

requirements of subparagraph (b), are Employees and are not Ineligible

Employees shall become Participants in the Plan as of December 13,

2000.

(s) 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.

(t) 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.

(u) Notwithstanding subparagraphs (a) and (b), individuals who

as of October 16, 2001, were employees of Fresh Express, Inc., Fresh

International Corporation, Fresh Cuts, Inc., Bruce Church, LLC,

Transfresh Corporation, Fresh Express Chicago, Inc. and Fresh Express

Mid-Atlantic, Inc. and who on January 1, 2002 satisfied the service

eligibility requirements of subparagraph (b), are Employees and are not

Ineligible Employees shall become Participants in the Plan effective

January 1, 2002.

(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 relevant requirements of Section 2.2.

2.2 REEMPLOYMENT.

(a) If a Participant terminates employment with the Employer

after he has a vested interest in any part of his Account and then is

reemployed by the Employer, the Participant will requalify as a

Participant as of his Reemployment Commencement Date.

(b) If a Participant (i) terminates employment with the

Employer before he has a vested interest in any part of his Account,

(ii) has a Period of Severance that equals or exceeds the greater of

five years or his Service before his termination of employment, and

(iii) is then reemployed by the Employer, the Participant must again

satisfy the requirements of Section 2.1 in order to qualify as a

Participant. However, if such Participant's Period of Severance is less

than that specified in (ii) above, the Participant will requalify as a

Participant as of his Reemployment Commencement Date.

terminates employment with the Employer before such Employee has

satisfied the requirements of Section 2.1, and (ii) is then reemployed

by the Employer, such Employee will qualify as a Participant as of the

first January 1, April 1, July 1 or October 1 coinciding with or next

following the date on which he has met such requirements, if he is then

an Employee.

2.3 LOSS OF ELIGIBILITY WITH CONTINUED EMPLOYMENT. If a Participant who

is continuing in the employ of the Employer becomes an Ineligible Employee, such

Participant shall be considered an Inactive Participant, and his Account shall

continue to be held for his benefit and shall be adjusted and credited with

earnings and losses pursuant to Section 4.4. If such Inactive Participant ceases

to be an Ineligible Employee and again becomes an Employee, he shall be

immediately eligible to participate in the Plan, and, for purposes of vesting,

his Service shall include his Service as an Inactive Participant, to the extent

otherwise so creditable under the Plan.

ARTICLE III

CONTRIBUTIONS

3.1 ESOP CONTRIBUTIONS.

(a) For each Plan Year, the Employer may contribute to the

Plan an amount which the Board of Directors of the Company deems

appropriate ("discretionary ESOP Contribution").

(b) In addition to any discretionary ESOP Contribution under

subparagraph (a), if the Plan has incurred an exempt loan secured by

Company Stock held in the Trust Fund, for each Plan Year, the Employer

shall make a contribution of not less than the amount of the current

installments of principal and interest that are due on such loan during

such Plan Year (a "mandatory ESOP Contribution"). The obligation to

make a mandatory ESOP Contribution, as well as the obligation to make

any discretionary ESOP Contribution that the Board decides to make

pursuant to subparagraph (a), shall be allocated as follows:

For each Plan Year, the Board shall allocate to each Adopting

Company a share of the contribution equal to the proportion

that the total Compensation for the relevant Plan Year of the

Participants employed by the Adopting Company bears to the

total Compensation for such Plan Year of all Participants in

the Plan for the Plan Year; provided, however, that if,

pursuant to Section 4.3 of the Plan, a Participant is

ineligible to share in allocations of ESOP Contributions, such

Participant's Compensation shall be excluded from both the

numerator and denominator of the fraction.

in Company Stock; provided, however, that the Employer shall contribute

annually an amount of cash that is at least equal to the mandatory ESOP

Contribution described in subparagraph (b) above. The ESOP

Contributions of the Employer for any Plan Year may be made in one or

more payments at any time during the Plan Year, provided that the total

amount of ESOP Contributions for any Plan Year shall be paid to the

Trustee no later than the date on which the Employer's federal income

tax return is required to be filed, including any extensions for filing

that may be obtained.

(d) The Employer's cash ESOP Contribution, earnings on that

contribution, and earnings attributable to Company Stock held in the

Trust Fund that is used as collateral for an exempt loan shall be used

to pay the current installments of principal and interest on such loan.

To the extent that such cash contribution exceeds the amount necessary

to pay the current installments of principal and interest on such loan,

the contribution shall be allocated to Participants' Accounts as

described in Section 4.2(b).

3.2 SAVINGS PLAN CONTRIBUTIONS.

(A) BASIC CONTRIBUTIONS. For each Plan Year, an Employer may

make a Basic Contribution on behalf of each Participant employed by

that Employer. The

amount of the Basic Contribution to be made by an Employer shall be

determined by the Board of Directors of the Employer. Basic

Contributions will be allocated in accordance with Section 4.2(a).

(B) SALARY REDUCTION CONTRIBUTIONS.

(i) A Participant may elect to have Salary Reduction

Contributions made on his behalf by entering into a salary

reduction agreement with the Employer that employs the

Participant, which agreement shall be in the form prescribed

by the Committee. Under the agreement, such Employer will

agree to reduce the Participant's Compensation during the

portion of the Plan Year following the election by a

designated whole percentage of Compensation or flat dollar

amount and to contribute that designated percentage or amount

to the Plan for the benefit of the Participant. The designated

whole percentage may be from 1% to 50%, and the flat dollar

amount may be any amount up to 50%, of the Compensation that

is otherwise payable to the Participant during the Plan Year,

provided that:

(A) At any time during the Plan Year, the

Committee may limit the percentage of Compensation

that may be contributed for the benefit of Highly

Compensated Employees,

(B) The maximum amount of Salary Reduction

Contributions that may be made on behalf of any

Participant during a calendar year, together with

elective deferrals under any other qualified plan

maintained by the Employer or a Related Company, may

not exceed $11,000 (for 2002, to be adjusted for

future years pursuant to Code Section 402(g)(1) and

(g)(4)), and

may elect that Salary Reduction Contributions not be

made from any bonuses paid to him by the Employer.

(ii) The Committee shall prescribe time periods

within which salary reduction elections must be made by a

Participant and shall also prescribe the manner for entering

into salary reduction agreements pursuant to such Participant

elections. A Participant may change his election to increase,

decrease or stop Salary Reduction Contributions for subsequent

payroll periods by filing a new election with the Committee

within the time prescribed by the Committee; provided,

however, that (A) any such election other than an election to

stop Salary Reduction Contributions shall be effective for the

first payroll period that begins after the January 1, April 1,

July 1 or October 1 next following the time such election is

filed and (B) any election to stop Salary Reduction

Contributions shall be effective for the first payroll period

that begins after the time such election is filed and shall be

subject to the provisions of subparagraph (iii) below. All

elections made by a Participant shall continue in force until

they are changed or until the Participant ceases to be a

Participant.

(iii) If a Participant's Salary Reduction

Contributions are stopped pursuant to the election of the

Participant in accordance with subparagraph (ii), the

Participant may elect to have such contributions made for

subsequent payroll periods by filing a new election with the

Committee within the time and in the manner prescribed by the

Committee; provided, however, that any such election shall be

effective for the first payroll period that begins after the

January 1, April 1, July 1 or October 1 next following the

time the election to resume is filed.

discretion, contribute to the Matching Contribution Account of each

Participant eligible for an allocation of such contributions pursuant

to Section 4.2(a)(ii) an amount related to the Participant's Salary

Reduction Contributions for the Plan Year. The matching formula and the

maximum limit on the amount of Salary Reduction Contributions that are

matched under the formula shall be determined each Plan Year in the

discretion of the Employer. The Employer may, in its discretion, make

separate Matching Contributions to the Plan for each Adopting Company

or division thereof and shall not be required to make separate Matching

Contributions to the Plan for a particular Adopting Company or division

for any particular Plan Year.

(D) VOLUNTARY EMPLOYEE CONTRIBUTIONS. Employees of Caro

Produce & Institutional Foods, Inc. who were eligible to participate in

the 1988 Prior Plan could elect to make voluntary non-deductible

employee contributions to such Prior Plan on or before October 31,

1988, after which no such contributions were permitted. Any such

contributions previously made by any such Participant have been

allocated to the Participant's Prior Plan Employee Contributions

Account.

3.3 LIMITATION ON CONTRIBUTIONS. Notwithstanding any provision of the

Plan to the contrary, the Employer's aggregate contributions hereunder shall not

exceed the maximum amount allowable as a deduction to the Employer under the

provisions of Code Sections 404(a)(3) and (9); provided, however, that, to the

extent necessary to provide any statutorily required Top Heavy minimum

allocations, the Employer shall make a contribution to the Plan even if it

causes the Employer's aggregate contributions to the Plan to exceed the amount

deductible under Code Sections 404(a)(3) and (9).

3.4 NO RIGHT OR DUTY OF INQUIRY. Neither the Trustee, the Committee,

nor any Participant or Beneficiary shall have any right or duty to inquire into

the amount of an Employer's annual contribution to the Plan or the method used

in determining the amount of such contribution. The Trustee shall be accountable

only for funds actually received by the Trustee.

3.5 NON-REVERSION. It shall be impossible, at any time before

satisfaction of all liabilities with respect to Participants and their

Beneficiaries, for any part of the principal or income of the Trust Fund to be

used for, or diverted to, purposes other than for the exclusive benefit of such

Participants and their Beneficiaries; provided, however, that:

(a) If a contribution is made by the Employer under a mistake

of fact, this Section shall not prohibit the return of the contribution

to the Employer within one year after the payment of such contribution;

(b) If a contribution is conditioned on qualification of the

Plan under Code Section 401 (as provided under Section 13.8 of the

Plan), and the Plan does not initially so qualify, this Section shall

not prohibit the return of the contribution to the Employer within one

year after the date of denial of initial qualification of the Plan, but

only if the application for determination is made by the time

prescribed by law for filing the Employer's return for the taxable year

in which the Plan was adopted or such later date as the Secretary of

the Treasury may prescribe; or

the contribution (as provided under Section 13.8 of the Plan), then, to

the extent the deduction is disallowed, this Section shall not prohibit

the return of the contribution (to the extent disallowed) to the

Employer within one year after the disallowance of the deduction.

3.6 TIME AND MANNER OF PAYMENT OF CONTRIBUTIONS.

(a) Salary Reduction Contributions shall be paid by each

Employer to the Trustee on a monthly basis; provided that, unless

Treasury Regulations otherwise permit, all Salary Reduction

Contributions for a Plan Year must be paid to the Trustee not later

than 30 days after the close of the Plan Year with respect to which

such contributions are made.

(b) Basic Contributions, Matching Contributions and ESOP

Contributions for any Plan Year shall be made in one or more payments

at any time; provided that the total amount of such contributions shall

be paid to the Trustee not later than the date on which the Employer's

federal income tax return is required to be filed, including any

extensions for filing obtained. Such contributions may be made in cash

or in Company Stock or in any combination of the two.

3.7 CATCH-UP CONTRIBUTIONS. A Participant who has attained age 50

before the close of the Plan Year shall be eligible to make catch-up

contributions in accordance with, and subject to the limitations of, Code

Section 414(v). Such catch-up contributions shall not be taken into account for

purposes of the provisions of the Plan implementing the required limitations of

Code Sections 402(g) and 415. The Plan shall not be treated as failing to

satisfy the provisions of the Plan implementing the requirements of Code Section

401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of

the making of such catch-up contributions.

ARTICLE IV

ACCOUNTS AND ALLOCATIONS

4.1 ACCOUNTS.

(a) As appropriate, the following Accounts shall be maintained

for each Participant:

(i) An ESOP Contributions Account, to which shall be

credited ESOP Contributions made pursuant to Section 3.1 and

earnings thereon, to be invested in Company Stock.

(ii) A Basic Contributions Account, to which shall be

credited Basic Contributions made pursuant to Section 3.2(a)

and earnings thereon.

(iii) A Salary Reduction Contributions Account, to

which shall be credited Salary Reduction Contributions made

pursuant to Section 3.2(b) and earnings thereon.

(iv) A Matching Contributions Account, to which shall

be credited Matching Contributions made pursuant to Section

3.2(c) and earnings thereon.

(v) A Prior Plan ESOP Contributions Account, to which

shall be credited employer contributions (other than salary

reduction contributions) and matching contributions made to a

Prior Plan (other than the 1988 Prior Plan or the Pocahontas

Plan) and transferred to this Plan to be invested in Company

Stock, and earnings thereon. Funds transferred from the Caro

Produce Plan and from the Lester Company Plan will be

accounted for separately.

(vi) A Prior Plan Employee Contributions Account, to

which shall be credited employee contributions and salary

reduction contributions made to a Prior Plan (other than the

1988 Prior Plan or the Pocahontas Plan) and any earnings

thereon. Salary reduction contributions, deductible employee

contributions and non-deductible employee contributions made

to a Prior Plan (other than the 1988 Prior Plan or the

Pocahontas Plan) will be accounted for separately. Funds

transferred from the Caro Produce Plan and from the Lester

Company Plan, and funds attributable to employee after-tax

contributions transferred from the NorthCenter Plan, will be

accounted for separately.

(vii) A Prior Plan Employer Contributions Account, to

which shall be credited employer contributions (other than

salary reduction contributions) and matching contributions

made to a Prior Plan (other than the 1988 Prior Plan or the

Pocahontas Plan) and transferred to this Plan (other than

contributions credited to a Prior Plan ESOP Contributions

Account, as provided in subparagraph (v) above), and any

earnings thereon. Funds transferred from the Caro Produce

Plan, from the Lester Company Plan, from the Milton's Plan,

and from the NorthCenter Plan will be accounted for

separately.

(viii) A Rollover Account, to which shall be credited

transfers of assets made pursuant to Section 8.8 and any

earnings thereon.

(b) If Company Stock has been pledged as collateral for an

exempt loan, the encumbered Company Stock will be held in a separate

account (the "Suspense Account") pending repayment of the loan. As the

loan is repaid, the Company Stock that was originally pledged as

collateral for the portion of the loan that is repaid shall be released

from encumbrance. The number of shares of Company Stock released from

encumbrance for each Plan Year during the duration of the loan shall

equal the number of encumbered shares of Company Stock held by the Plan

immediately before the release, multiplied by the following fraction

(which shall not exceed one):

(i) The numerator is the amount of principal and

interest paid on the loan for the Plan Year, and

(ii) The denominator is the sum of the numerator plus

the principal and interest to be paid on the loan for all

future Plan Years (determined without taking into account any

possible extension or renewal periods).

The amount of Company Stock released from encumbrance for each Plan

Year shall be allocated to Participants' Accounts in the manner

described in Section 4.2.

accounts (a Prior Plan Employer Contributions Account and a Prior Plan

Employee Contributions Account) shall be maintained for each

Participant who is credited with Prior Plan contributions made on

behalf of Participants whose Prior Plan accounts (or a portion thereof)

are not to be invested in Company Stock, and a separate segregated

account (Prior Plan ESOP Contributions Account) shall be maintained for

each Participant who is credited with Prior Plan contributions made on

behalf of Partici

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