AGREEMENT
               (for Key Executives)

This Agreement is entered into as of the 29th day of October, 29
1997, by and between Performance Food Group Company            
("Employer"), a Tennessee corporation with its principal place of 
business at 6800 Paragon Place, Suite 500, Richmond, Virginia 23230 
and ______________ ("Executive").

	W I T N E S S E T H:

WHEREAS, the Executive is currently employed by Employer 
or one of its affiliates and Employer and Executive desire to set forth 
certain rights and obligations of Employer and Executive in the event 
of a change in control of Employer.

NOW, THEREFORE, in consideration of the premises hereof 
and of the mutual promises and agreements contained herein, the 
parties hereto, intending to be legally bound, hereby agree as follows:

1.	Benefits Upon Termination of Employment Following 
a Change in Control.  If at any time within two years following the 
occurrence of a Change in Control (as defined in Section 14 below) (i) 
the employment of Executive with Employer is terminated by 
Employer for any reason other than Good Cause (as defined in Section 
14 below), or (ii) Executive terminates his employment with Employer 
for Good Reason (as defined in Section 14 below), the following 
provisions will apply:

(a)	Employer shall pay Executive an amount equal to:

    (i) 299.9% of Executive's Base Salary (as 
        defined in Section 14 below);

   (ii) 299.9% of Executive's Bonus (as defined 
        in Section 14 below); and

  (iii) The amount required to reimburse Executive on an after-tax basis as 
        described in Section 15 hereof for any excise tax payable by Executive
        under Section 4999 of the Internal Revenue Code of 1986, as amended
        (the "Code"), or any successor provision thereto, on account of any
        payment, distribution or other compensation to Executive 
        hereunder or under any employee stock plan or other compensatory
        arrangement constituting (individually or when aggregated with all other
        such payments, distributions and compensation) an "excess parachute
        payment" as defined in Section 280G of the Code, or any successor
        provision thereto.




The amounts described in clauses (i) and (ii) above will be paid to 
Executive as follows: (1) one-third of the total amount due shall be 
paid in substantially equal semi-monthly installments, over the twelve 
months immediately following termination of employment and (2) the 
remaining two-thirds shall be paid in a lump sum within five business 
days after the expiration of such twelve month period.  The amount 
described in clause (iii) above will be paid within thirty (30) days 
following termination of Executive's employment.

(b)	Executive shall receive any and all benefits 
accrued under any Incentive  Plans (as defined in Section 14 below) to 
the date of termination of employment, the amount, form and time of 
payment of such accrued benefits to be determined by the terms of such 
Incentive Plans.

(c)	For purposes of any Incentive Plans, Executive 
shall be given service credit for all purposes for, and shall be deemed 
to be an employee of Employer during the Coverage Period (as defined 
in Section 14 below), notwithstanding the fact that he is not an 
employee of Employer or any Affiliate (as defined in Section 14 below) 
thereof during the Coverage Period; provided that, if the terms of any 
of such Incentive Plans do not permit such credit or deemed employee 
treatment, Employer will make payments and distributions to Executive 
outside of the Incentive Plans in amounts substantially equivalent to the 
payments and distributions Executive would have received pursuant to 
the terms of the Incentive Plans and attributable to such credit or 
deemed employee treatment, had such credit or deemed employee 
treatment been permitted pursuant to the terms of the Incentive Plans.

(d)	During the Coverage Period Executive and his 
spouse and family will continue to be covered by all Welfare Plans (as 
defined in Section 14 below), maintained by Employer in which he or 
his spouse or family were participating immediately prior to the date of 
his termination as if he continued to be an employee of Employer; 
provided that, if participation in any one or more of such Welfare 
Plans is not possible under the terms thereof, Employer will provide 
substantially identical benefits.  If, however, Executive obtains 
employment with another employer during the Coverage Period, such 
coverage shall be provided until the earlier of: (i) the end of the 
Coverage Period or (ii) the date on which the Executive and his spouse 
and family can be covered under the plans of a new employer without 
being excluded from full coverage because of any actual pre-existing 
condition.

Compensation under Section 1(a), (b), (c) and (d) hereof is 
contingent upon Executive's compliance with Section 4 hereof.

2.	Setoff.

(a)	With respect to Section 1, no payments or 
benefits payable to or with respect to Executive or his spouse pursuant 
to this Agreement shall be reduced by the amount of any claim of 
Employer against Executive or his spouse or any debt or obligation of 
Executive or his spouse owing to Employer.


(b)	With respect to Section 1, no payments or 
benefits payable to or with respect to Executive pursuant to this 
Agreement shall be reduced by any amount Executive or his spouse 
may earn or receive from employment with another employer or from 
any other source, except as expressly provided in Section 1(d).

(c)	With respect to Section 1, the amounts payable 
under Sections 1(a)(i) and (ii) shall be reduced, on a dollar for dollar 
basis, by amounts actually paid to Executive (to the extent such 
amounts paid represent future salary or cash bonuses) on account of 
any termination of employment of Executive if such amounts are paid 
pursuant to the provisions of any written agreement for ongoing 
employment with Employer in existence prior to the Change in 
Control.

3.	Death.  If Executive dies during the Coverage Period:

(a)	All amounts not theretofore paid described in 
Section 1(a) shall be paid to his estate.

(b)	The spouse and family of Executive shall, during 
the remainder of the Coverage Period, be covered under all Welfare 
Plans made available by Employer to Executive or his spouse 
immediately prior to the date of his death; provided that, if 
participation in any one or more of such plans and arrangements is not 
possible under the terms thereof, Employer will provide substantially 
identical benefits.

Any benefits payable under this Section 4 are in addition to any 
other benefit due to Executive or his spouse or beneficiaries from 
Employer, including, but not limited to, payments under any Incentive 
Plans.

4.	Restrictive Covenants.

(a)	Confidential Information.  Executive agrees not 
(i) to disclose, following termination of his employment, to any person 
(other than to any person specifically authorized by the Board of 
Directors of Employer) any material confidential information 
concerning the Employer or any of its Affiliates, including, but not 
limited to, strategic plans, customer lists, contract terms, financial 
costs, pricing terms, sales data or business opportunities whether for 
existing, new or developing businesses or (ii) to use such information 
in any way detrimental to the Employer.

(b)	Non-Competition.  For a period of one year 
following termination of employment under the circumstances 
described in Section 1 hereof, Executive will not directly or indirectly 
own, manage, operate, control or participate in the ownership, 
management, operation or control of, or be connected as an officer, 
employee, partner, director or otherwise with, or have any  financial 
interest in, or aid or assist anyone else in the conduct of, any business 
which is in competition with any business conducted by the Employer 
or any Affiliate of Employer in any state in which the Employer or any 
Affiliate of Employer is conducting business on the date of the Change 
in Control, provided that ownership of 5% or less of the voting stock 
of any public corporation shall not constitute a violation hereof.

(c)	Enforcement.  Executive and the Employer 
acknowledge and agree that any of the covenants contained in this 
Section 4 may be specifically enforced through injunctive relief but 
such right to injunctive relief shall not preclude the Employer from 
other remedies which may be available to it.
5.	Executive Assignment.  No interest of Executive or his 
spouse or any other beneficiary under this Agreement, or any right to 
receive any payment or distribution hereunder, shall be subject in any 
manner to sale, transfer, assignment, pledge, attachment, garnishment, 
or other alienation or encumbrance of any kind, nor may such interest 
or right to receive a payment or distribution be taken, voluntarily or 
involuntarily, for the satisfaction of the obligations or debts of, or 
other claims against, Executive or his spouse or other beneficiary, 
including claims for alimony, support, separate maintenance, and 
claims in bankruptcy proceedings.

6.	Benefits Unfunded.  All rights of Executive and his 
spouse or other beneficiary under this Agreement shall at all times be 
entirely unfunded and no provision shall at any time be made with 
respect to segregating any assets of Employer for payment of any 
amounts due hereunder.  Neither Executive nor his spouse or other 
beneficiary shall have any interest in or rights against any specific 
assets of Employer, and Executive and his spouse or other beneficiary 
shall have only the rights of a general unsecured creditor of Employer.

7.	Cost of Enforcement; Interest.  In the event that 
Executive collects any part or all of the payments or benefits due 
hereunder or otherwise enforces the terms of this Agreement following 
a dispute with Employer regarding the terms of this Agreement by or 
through a lawyer or lawyers, Employer will pay all costs of such 
collection or enforcement, including reasonable attorneys' and 
accountants' fees and other out-of-pocket expenses incurred by the 
Executive, up to that point when Employer offers to settle the dispute 
for an amount equal to the amount which the Executive actually 
recovers; provided, however, that if the Executive violates any 
provision of Section 4, this Section 7 shall be void and of no further 
force and effect.

8.	Notices.  Any notice required or permitted to be given 
under this Agreement shall be sufficient if in writing and sent by 
registered or certified mail to his residence in the case of Executive, or 
to its principal office in the case of the Employer and the date of 
mailing shall be deemed the date which such notice has been provided.

9.	Waiver of Breach.  The waiver by either party of any 
provision of this Agreement shall not operate or be construed as a 
waiver of any subsequent breach by the other party.

10.	Assignment; Successors.  The rights and obligations of 
the Employer under this Agreement shall inure to the benefit of and 
shall be binding upon the successors and assigns of the Employer, 
including the surviving entity in any merger, consolidation, share 
exchange or other transaction described in Section 14(d)(ii) hereof or 
any person, entity or group that has acquired a majority of the 
outstanding shares of Common Stock (or securities convertible into 
Common Stock) of Employer or all, or substantially all, of the assets of 
Employer.  The Executive acknowledges that the services to be 
rendered by him are unique and personal, and Executive may not 
assign any of his rights or delegate any of his duties or obligations 
under this Agreement.

11.	Entire Agreement.  This instrument contains the entire 
agreement of the parties and supersedes all other prior agreements, 
employment contracts and understandings, both written and oral, 
express or implied with respect to the subject matter of this Agreement 
and may not be changed orally but only by an agreement in writing 
signed by the party against whom enforcement of any waiver, change, 
modification, extension or discharge is sought.

12.	Applicable Law.  This Agreement shall be governed by 
the laws of the State of Tennessee, without giving effect to the 
principles of conflicts of law thereof.

13.	Headings.  The sections, subjects and headings of this 
Agreement are inserted for convenience only and shall not affect in any 
way the meaning or interpretation of this Agreement.

14.	Definitions.  For purposes of this Agreement:

(a)	"Affiliate" shall have the meaning set forth in the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)	"Base Salary" means the higher of (i) 
Executive's annual base salary in effect immediately prior to the 
occurrence of the Change in Control giving rise of an obligation on the 
part of Employer to make any payments under this Agreement or (ii) 
Executive's annual base salary in effect immediately prior to the 
termination of Executive's employment under the circumstances 
described in Section 1 above.

(c)	"Bonus" shall mean the higher of: (i) an amount 
determined by multiplying (A) Executive's annual base salary in effect 
immediately prior to the Change in Control giving rise to the obligation 
of Employer to make any payment under this Agreement by (B) a 
percentage that is the average percentage of such base salary 
represented by the annual bonus paid to Executive in the three full 
calendar years of employment immediately preceding the date of such 
Change in Control (or if Executive was employed by Employer for less 
than three full calendar years prior to such Change in Control, such 
shorter period as Executive was employed by Employer prior to such 
Change in Control) or (ii) an amount determined by multiplying (A) the 
Executive's annual base salary in effect immediately prior to 
termination of employment under the circumstances described in 
Section 1 by (B) the average percentage of Executive's annual base 
salary in effect immediately prior to such termination of employment 
represented by the annual bonus received by Executive following the 
occurrence of such Change in Control giving rise to an obligation on 
the part of Employer to make any payment under this Agreement.  
Bonus amounts received in respect of less than a full year of service 
shall be recomputed on an annualized basis for purposes of any 
determination of annual bonus hereunder. 

(d)	"Change in Control" shall mean the occurrence of any of the following:

    (i)  the acquisition of at least a majority of the outstanding shares of
         Common Stock (or securities convertible into Common Stock) 
         of Employer by any person, entity or group (as used in Section 13(d)
         (3) and Rule 13d-5(b)(1) under the Exchange Act);

   (ii)  the merger or consolidation of Employer with or into another
         corporation or other entity, or any share exchange or similar 
         transaction involving Employer and another corporation or other
         entity, if as a result of such merger, consolidation, 
         share exchange or other transaction, the persons who owned at least
         a majority of the Common Stock of Employer prior to 
         the consummation of such transaction do not own at least a majority
         of the Common Stock of the surviving entity after the consummation
         of such transaction;

  (iii)  the sale of all, or substantially all, of the assets of Employer; or

   (iv)  any change in the composition of the Board of Directors of Employer,
         such that persons who at the beginning of any period of up to two years
         constituted at least a majority of the Board of Directors 
         of Employer, or persons whose nomination was approved by such 
         majority, cease to constitute at least a majority of the Board of
         Directors of Employer at the end of such period.

(e)	"Coverage Period" shall mean the period 
beginning on the date the Executive's employment with Employer 
terminates under circumstances described in Section 1 and ending on 
the date that is twelve (12) months thereafter.

(f)	"Good Cause" shall be deemed to exist if, and 
only if after the occurrence of a Change in Control:

    (i)  Executive engages in material acts or omissions constituting
         dishonesty, breach of fiduciary obligation or intentional 
         wrongdoing or malfeasance which are demonstrably injurious to the
         Employer;

   (ii)  Executive is convicted of a violation involving fraud or dishonesty; or
                                                                                
  (iii)  Executive materially fails to satisfy the conditions and requirements
         of his employment with Employer, and such breach or failure by its
         nature is incapable of being cured, or such breach or failure 
         remains uncured for more than 30 days following receipt by Executive
         of written notice from Employer specifying the nature of the breach
         or failure and demanding the cure thereof.

Without limiting the generality of the foregoing, if Executive 
acted in good faith and in a manner he reasonably believed to be in, 
and not opposed to, the best interest of Employer and had no 
reasonable cause to believe his conduct was unlawful in connection 
with any action taken by Executive in connection with his duties, it 
shall not constitute Good Cause.

Notwithstanding anything herein to the contrary, in the event 
Employer shall terminate the employment of Executive for Good Cause 
hereunder, Employer shall give at least 30 days prior written notice to 
Executive specifying in detail the reason or reasons for Executive's 
termination.
(g)	"Good Reason" shall exist if after the occurrence 
of a Change of Control:

(i)	there is a significant change in the nature 
or the scope of Executive's authority;

(ii)	there is a reduction in Executive's rate of 
base salary;

(iii)	Employer changes the principal location 
in which Executive is required to perform 
services outside a thirty-five mile radius 
of such location without Executive's 
consent;

(iv)	there is a reasonable determination by 
Executive that, as a result of a change in 
circumstances significantly affecting his 
position, he is unable to exercise the 
authority, powers, function or duties 
attached to his position; or 

(v)	Employer terminates or amends any 
Incentive Plan so that, when considered in 
the aggregate with any substitute plan or 
other substitute compensation, the 
Incentive Plan in which he is participating 
fails to provide him with a level of 
benefits equivalent to at least 75% of the 
value of the level of benefits provided in 
the aggregate by the terminated or 
amended Incentive Plan at the date of 
such termination or amendment; 
provided, however, that Good Reason 
shall not be deemed to exist under this 
clause (v) if the decline in Incentive Plan 
compensation is related to a decline in 
performance.

(h)	"Incentive Plans" shall mean any incentive, 
bonus, deferred compensation or similar plan or arrangement currently 
or hereafter made available by Employer in which Executive is eligible 
to participate.

(i)	"Welfare Plans" shall mean any health and dental 
plan, disability plan, survivor income plan and life insurance plan or 
arrangement currently or hereafter made available by Employer in 
which Executive is eligible to participate.

15.	Reimbursement for Excise Taxes.  For purposes of 
determining the amount of any payment described in clause (iii) of 
Section 1(a) hereof, Executive shall be deemed to have been 
reimbursed on an after-tax basis for any excise tax described therein if 
Executive has received (a) the amount of such excise tax and (b) the 
amount of any taxes (including federal, state and local income taxes as 
well as any excise tax under Section 4999 of the Code, or any 
successor provision thereto) payable on account of the reimbursement 
for such excise tax and any such income and excise taxes payable on 
account of such reimbursement for income and excise taxes.  In the 
event that Executive and Employer fail to agree as to the amount 
described in clause (iii) of Section 1(a) hereof within ten (10) days 
following the date of termination of employment, such amount will be 
determined by a firm of independent accountants mutually agreed upon 
by Executive and Employer within thirty (30) days following the date 
of termination of employment.  Employer shall reimburse Executive 
for any additional income and/or excise taxes (and any penalties and 
interest thereon) as may be determined to be payable by any taxing 
authority in respect of any excise tax imposed under Section 4999 of 
the Code, or any successor provision thereto, and any reimbursement 
described in clause (iii) of Section 1(a) or in this Section 15.

16.	Employment Rights.  Nothing expressed or implied in 
this Agreement shall create any right or duty on the part of Employer 
or the Executive to have the Executive remain in the employment of 
Employer prior to any Change in Control, provided, however, that any 
termination of employment of the Executive or the removal of the 
Executive from the office or position in Employer following the 
commencement of any discussion with a third person that ultimately 
results in a Change in Control shall be deemed to be a termination or 
removal of the Executive after a Change in Control for purposes of this 
Agreement.

17.	Counterparts.  This Agreement may be executed in 
counterparts, each of which shall be deemed an original.

18.	Severability; Construction.  In the event any provision 
of this Agreement is held illegal or invalid, the remaining provisions of 
this Agreement shall not be affected thereby.  In the event that Section 
4(b) is deemed by any court of competent jurisdiction to be invalid due 
to overbreadth, such Section 4(b) shall be construed as narrowly as 
necessary to be enforceable.


IN WITNESS WHEREOF, the parties have executed this 
Agreement on the day and year first written above.



	
[Executive]


PERFORMANCE FOOD 
GROUP COMPANY


By:	

Title:	


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