Ex-10.36



 





Exhibit 10.36




THIRD AMENDMENT TO RIGHTS AGREEMENT




     THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (“Amendment”), dated as of September 8, 2006, is by
and between Performance Food Group Company, a Tennessee corporation (the “Company”), and Bank of New York, a New York trust company (“Bank of New York”),
and amends the Rights Agreement dated May 16, 1997, as amended by that certain First Amendment to
Rights Agreement dated as of June 30, 1999 and Second Amendment to Rights Agreement dated as of
November 22, 2000 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust
Company, as successor Rights Agent (“AST”).



WITNESSETH:




     WHEREAS, the Board of Directors of the Company has determined it to be advisable and in the
best interest of the Company to amend the Rights Agreement to provide for a new Rights Agent; and



     WHEREAS, pursuant to Section 21 of the Rights Agreement, the Board of Directors of the Company
has appointed Bank of New York as the new Rights Agent effective as of September 8, 2006, and Bank
of New York has agreed to act as such;



     NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     1. The Company hereby appoints Bank of New York as Rights Agent to act as agent to the Company
in accordance with the terms and conditions of the Rights Agreement, and Bank of New York hereby
accepts such appointment.



     2. Section 3(c) of the Rights Agreement is hereby amended in its entirety to read
as follows:




     "(c) Rights shall, without any further action, be issued in respect of all shares of Common
Stock which are issued (including any shares of Common Stock held in treasury) after the Record
Date but prior to the earlier of the Exercisability Date and the Expiration Date. Certificates
representing such shares of Common Stock issued after the Record Date shall bear the following
legend:



This certificate also evidences and entitles the holder hereof to certain rights
as set forth in the Rights Agreement between Performance Food Group Company (the
“Company”) and Bank of New York (as successor “Rights Agent”) dated as of May 16,
1997, as amended (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
office of the stock transfer administration office of the Rights Agent. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this


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certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to, or held by, any Person who
is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become null and void.


With respect to certificates representing shares of Common Stock (whether or not such certificates
include the foregoing legend), until the earlier of the Exercisability Date and the Expiration
Date, (i) the Rights associated with the shares of Common Stock represented by such certificates
shall be evidenced by such certificates alone, (ii) registered holders of the shares of Common
Stock shall also be the registered holders of the associated Rights, and (iii) the transfer of any
of such certificates shall also constitute the transfer of the Rights associated with the shares of
Common Stock represented by such certificates.”




     3. This Amendment shall be governed by an construed in accordance with the laws of the State
of Tennessee.



     4. This Amendment may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to be an original, but
all of which taken together shall constitute one and the same instrument.



(Next Page is Signature Page)




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first above written.



	 	 	 	 	 
	 	PERFORMANCE FOOD GROUP COMPANY

 	 
	 	By:  	/s/
Jeffrey W. Fender
 	 
	 	 	Name:  	Jeffrey W. Fender	 
	 	 	Title:  	VP & Treasurer	 
	 



	 	 	 	 	 
	 	BANK OF NEW YORK

 	 
	 	By:  	/s/
Douglas Ditoro
 	 
	 	 	Name: 	Douglas Ditoro	 
	 	 	Title:  	Assistant Vice President	 
	 




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