##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For The Fiscal Year Ended 
December 31, 2007
    
    Commission File
1-08019-01
 PFGI CAPITAL CORPORATION
 Incorporated Under 
The Laws of Maryland
    
    IRS Employer I.D.
No. 04-3659419
 
    o þ
  o þ
  þ o
 þ
  Large accelerated
filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting
company þ(Do not check if a smaller reporting company)
  o þ




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##### Table of Contents



Year Ended December 31, 2007
 Financial Report
and Form 10-K
 2




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##### 



FINANCIAL REPORT AND FORM 10-K
INDEX TO ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 2007
 TABLE OF CONTENTS
 PagePart IItem 1.
Business
    
    
    4Average Balance Sheets/Interest/Rates
    
    
    5Loan Participations
    
    
    5-6Risk Elements of Loan Participation Portfolio
    
    
    6-7Item 1A. Risk Factors (Note 1)Item 1B. Unresolved Staff Comments  NoneItem 2. Properties  NoneItem 3. Legal Proceedings  NoneItem 4. Submission of Matters to a Vote of Security Holders  NonePart IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
    
    
    7-8Item 6. Selected Financial Data (Note 1)Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations
    
    
    4-9Item 7A. Quantitative and Qualitative Disclosures About Market Risk (Note 1)Item 8. Financial Statements and Supplementary Data
    
    
    10-20Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  NoneItem 9A(T).Controls and Procedures
    
    
    21Item 9B. Other Information  NonePart IIIItem 10. Directors, Executive Officers and Corporate Governance (Note 2)Item 11. Executive Compensation (Note 2)Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters (Note 2)Item 13. Certain Relationships and Related Transactions, and Director Independence (Note 2)Item 14. Principal Accountant Fees and Services (Note 2)Part IVItem 15.
Exhibits and Financial Statement Schedules
    
    
    10-20, 22Signature
    
    
    23EX-23.0EX-24.0EX-31.1EX-31.2EX-32.1EX-32.2
    3




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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 BUSINESS
      EARNINGS SUMMARY
   RESULTS OF OPERATIONS
 Interest Income
  4




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##### Table of Contents



For the Years Ended December 31,2007
    
    2006Average
    
    Interest
    
    Average
    
    Average
    
    Interest
    
    Average(Dollars in Thousands)
    
    Balance
    
    Earned
    
    Rate
    
    Balance
    
    Earned
    
    RateAssets:Loan participations
    
    $
    282,953
    
    
    $
    20,314
    
    
    
    7.18
    %
    
    $
    270,616
    
    
    $
    19,569
    
    
    
    7.23
    %Deposit account with
Bank
    
    
    7,135
    
    
    
    353
    
    
    
    4.95
    
    
    
    7,514
    
    
    
    377
    
    
    
    5.01Total earning assets
    
    
    290,088
    
    
    $
    20,667
    
    
    
    7.12
    %
    
    
    278,130
    
    
    $
    19,946
    
    
    
    7.17
    %Allowance for loan
participation losses
    
    
    (479
    )
    
    
    
    
    
    
    
    
    
    
    (450
    )Other nonearning assets
    
    
    1,113
    
    
    
    
    
    
    
    
    
    
    
    1,155Total assets
    
    $
    290,722
    
    
    
    
    
    
    
    
    
    
    $
    278,835Liabilities and
stockholders equity:Noninterest bearing
liabilities
    
    $
    735
    
    
    
    
    
    
    
    
    
    
    $
    614Stockholders equity
    
    
    289,987
    
    
    
    
    
    
    
    
    
    
    
    278,221Total liabilities and
stockholders equity
    
    $
    290,722
    
    
    
    
    
    
    
    
    
    
    $
    278,835
 Provision (Benefit) For Loan Participation Losses
  Noninterest Income and Expense
   Income Taxes
  FINANCIAL CONDITION
 
 Loan Participations
  5




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##### Table of Contents



Aggregate Principal
    
    Percentage byNumber of
    
    Balance
    
    Aggregate PrincipalProperty Type
    
    Loans
    
    (In Thousands)
    
    BalanceNonresidential Real Estate
    
    
    88
    
    
    $
    70,968
    
    
    
    24.59
    %Commercial
    
    
    76
    
    
    
    57,993
    
    
    
    20.10Office/Warehouse
    
    
    25
    
    
    
    43,510
    
    
    
    15.08Apartments
    
    
    20
    
    
    
    37,634
    
    
    
    13.04Shopping/Retail
    
    
    12
    
    
    
    28,398
    
    
    
    9.84Healthcare Facilities
    
    
    5
    
    
    
    21,184
    
    
    
    7.34Industrial Facilities
    
    
    10
    
    
    
    7,780
    
    
    
    2.70Educational/Religious Facilities
    
    
    5
    
    
    
    6,550
    
    
    
    2.27Land/Interim Construction
    
    
    6
    
    
    
    4,196
    
    
    
    1.45Residential Development
    
    
    1
    
    
    
    985
    
    
    
    .34Other Commercial Properties
    
    
    9
    
    
    
    9,365
    
    
    
    3.25Total
    
    
    257
    
    
    $
    288,563
    
    
    
    100.00
    %
  Fixed Rate
    
    Variable RateAggregate Principal
    
    Percentage by
    
    
    
    Aggregate Principal
    
    Percentage byNumber
    
    Balance
    
    Aggregate Principal
    
    Number
    
    Balance
    
    Aggregate PrincipalInterest Rate
    
    of Loans
    
    (In Thousands)
    
    Balance
    
    of Loans
    
    (In Thousands)
    
    BalanceUnder 5.00%
    
    
    3
    
    
    $
    1,261
    
    
    
    .66
    %
    
    
    2
    
    
    $
    671
    
    
    
    .70
    %5.00% to 5.99%
    
    
    23
    
    
    
    23,946
    
    
    
    12.40
    
    
    
    9
    
    
    
    13,914
    
    
    
    14.576.00% to 6.99%
    
    
    52
    
    
    
    56,227
    
    
    
    29.12
    
    
    
    28
    
    
    
    35,905
    
    
    
    37.607.00% to 7.99%
    
    
    70
    
    
    
    90,754
    
    
    
    47.00
    
    
    
    39
    
    
    
    39,047
    
    
    
    40.90Over 8.00%
    
    
    24
    
    
    
    20,893
    
    
    
    10.82
    
    
    
    7
    
    
    
    5,945
    
    
    
    6.23Total
    
    
    172
    
    
    $
    193,081
    
    
    
    100.00
    %
    
    
    85
    
    
    $
    95,482
    
    
    
    100.00
    %
 Aggregate Principal
    
    Percentage byNumber of
    
    Balance
    
    Aggregate Principal
    
    Weighted AverageInterest Type
    
    Loans
    
    (In Thousands)
    
    Balance
    
    Interest RateFixed Rate Loans
    
    
    172
    
    
    $
    193,081
    
    
    
    66.91
    %
    
    
    6.99
    %Variable Rate Loans
    
    
    85
    
    
    
    95,482
    
    
    
    33.09
    
    
    
    6.98Total
    
    
    257
    
    
    $
    288,563
    
    
    
    100.00
    %
    
    
    6.99
    %
 Other Assets and Liabilities
  INTEREST RATE RISK MANAGEMENT
  6




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CREDIT QUALITY
    December 31,(In Thousands)
    
    2007
    
    2006Balance at Beginning of Period
    
    $
    483
    
    
    $
    534Transferred Allowance, Net
    
    
    14
    
    
    
    17Benefit for Loan Participation Losses
    
    
    (62
    )
    
    
    (68
    )Loans Charged Off
    
    
    
    
    
    
    Recoveries
    
    
    
    
    
    
    Balance at End of Period
    
    $
    435
    
    
    $
    483Net Charge-Offs to Average Loan Participations
    
    
    .00
    %
    
    
    .00
    %Allowance for Loan Participations Losses to Loan Participations
    
    
    .15
    %
    
    
    .17
    %
  LIQUIDITY AND CAPITAL RESOURCES
    7




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OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
  APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  8




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Allowance for Loan Participation Losses:
  RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS
   
 9




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Susan M. Kinsey
 
 Doris M. Malinowski
 
 10




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/s/ ERNST & YOUNG LLP 
 11




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FINANCIAL STATEMENTS
 BALANCE SHEETS
 December 31,(Dollars in Thousands)
    
    2007
    
    2006AssetsLoan Participations
    
    $
    288,563
    
    
    $
    276,066Allowance for Loan Participation Losses
    
    
    (435
    )
    
    
    (483
    )Net Loan Participations
    
    
    288,128
    
    
    
    275,583Cash and Due from Banks
    
    
    7,085
    
    
    
    8,385Interest Receivable
    
    
    1,386
    
    
    
    1,475Other Assets
    
    
    108
    
    
    
    Total Assets
    
    $
    296,707
    
    
    $
    285,443LiabilitiesAccounts Payable and Accrued Liabilities
    
    $
    8
    
    
    $
    1,048Stockholders EquitySeries A Preferred Stock, $25 Stated Value,
6,600,000 Shares Authorized and Issued,
3,950,484 Shares Outstanding
    
    
    98,762
    
    
    
    98,762Series B Preferred Stock, $.01 Par Value,
125 Shares Authorized, 105 Shares Issued and Outstanding
    
    
    
    
    
    
    Common Stock, $.01 Par Value, 5,940,000
Shares Authorized, Issued and Outstanding
    
    
    59
    
    
    
    59Capital Surplus
    
    
    193,645
    
    
    
    181,403Retained Earnings
    
    
    4,233
    
    
    
    4,171Total Stockholders Equity
    
    
    296,699
    
    
    
    284,395Total Liabilities and Stockholders Equity
    
    $
    296,707
    
    
    $
    285,443
 See notes to financial statements.
 12




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STATEMENTS OF INCOME
 For the Year EndedDecember 31,(In Thousands, Except Per Share Data)
    
    2007
    
    2006Interest IncomeInterest on Loans Participations
    
    $
    20,314
    
    
    $
    19,569Interest on Cash Deposit
    
    
    353
    
    
    
    377Total Interest Income
    
    
    20,667
    
    
    
    19,946Benefit for Loan Participation Losses
    
    
    (62
    )
    
    
    (68
    )Net Interest Income After Benefit for Loan Participation Losses
    
    
    20,729
    
    
    
    20,014Noninterest ExpenseLoan Servicing Fees
    
    
    354
    
    
    
    338Management Fees
    
    
    283
    
    
    
    271Other Noninterest Expense
    
    
    134
    
    
    
    219Total Noninterest Expense
    
    
    771
    
    
    
    828Income Before Income Taxes
    
    
    19,958
    
    
    
    19,186Income Taxes
    
    
    
    
    
    
    Net Income
    
    
    19,958
    
    
    
    19,186Preferred Stock Dividends
    
    
    7,654
    
    
    
    7,654Net Income Available to Common Shareholders
    
    $
    12,304
    
    
    $
    11,532Per Common ShareBasic
    
    $
    2.07
    
    
    $
    1.94Diluted
    
    
    2.07
    
    
    
    1.94Consent Dividends
    
    
    2.06
    
    
    
    1.94
 See notes to financial statements
 13




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STATEMENTS OF CASH FLOWS
 For the Year EndedDecember 31,(In Thousands)
    
    2007
    
    2006Operating ActivitiesNet Income
    
    $
    19,958
    
    
    $
    19,186Adjustments to Reconcile Net Income toNet Cash Provided by Operating Activities:Benefit for Loan Participation Losses
    
    
    (62
    )
    
    
    (68
    )Decrease (Increase) in Interest Receivable
    
    
    89
    
    
    
    (29
    )Increase in Accounts Receivable
    
    
    (108
    )
    
    
    (Decrease) Increase in Accrued Liabilities and Other Liabilities
    
    
    (1,040
    )
    
    
    994Net Cash Provided by Operating Activities
    
    
    18,837
    
    
    
    20,083Investing ActivitiesNet Increase in Loan Participations
    
    
    (12,483
    )
    
    
    (11,425
    )Net Cash Used in Investing Activities
    
    
    (12,483
    )
    
    
    (11,425
    )Financing ActivitiesProceeds from Issuance of Series B Preferred Stock
    
    
    
    
    
    
    10Dividends Paid to Preferred Stockholders
    
    
    (7,654
    )
    
    
    (7,654
    )Net Cash Used In Financing Activities
    
    
    (7,654
    )
    
    
    (7,644
    )Net (Decrease) Increase in Cash and Cash Equivalents
    
    
    (1,300
    )
    
    
    1,014Cash and Cash Equivalents at Beginning of Period
    
    
    8,385
    
    
    
    7,371Cash and Cash Equivalents at End of Period
    
    $
    7,085
    
    
    $
    8,385Supplemental Disclosures for Cash Flow InformationCash Paid for:Interest
    
    
    
    
    
    
    Income Taxes
    
    
    
    
    
    
    Noncash Transactions:Contribution of Common Stock Consent Dividend
    
    $
    12,242
    
    
    $
    11,514Contribution of 8,000 Preferred Shares by National City Bank
    
    
    
    
    
    
    
 See notes to financial statements.
 14




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STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Preferred
    
    Common
    
    Capital
    
    Retained(In Thousands)
    
    Stock
    
    Stock
    
    Surplus
    
    Earnings
    
    TotalBalance at December 31, 2005
    
    $
    98,762
    
    
    $
    59
    
    
    $
    169,879
    
    
    $
    4,153
    
    
    $
    272,853Net Income/Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,186
    
    
    
    19,186Dividends Paid on Preferred Stock
($1.9375 Per Series A Share and
$3.75 Per Series B Share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,654
    )
    
    
    (7,654
    )Issuance of Series B Preferred Stock
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    10Common Stock Consent Dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,514
    )
    
    
    (11,514
    )Contribution of Consent Dividend
    
    
    
    
    
    
    
    
    
    
    11,514
    
    
    
    
    
    
    
    11,514Balance at December 31, 2006
    
    $
    98,762
    
    
    $
    59
    
    
    $
    181,403
    
    
    $
    4,171
    
    
    $
    284,395Net Income/Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,958
    
    
    
    19,958Dividends Paid on Preferred Stock
($1.9375 Per Series A Share and
$5.00 Per Series B Share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,654
    )
    
    
    (7,654
    )Common Stock Consent Dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,242
    )
    
    
    (12,242
    )Contribution of Consent Dividend
    
    
    
    
    
    
    
    
    
    
    12,242
    
    
    
    
    
    
    
    12,242Balance at December 31, 2007
    
    $
    98,762
    
    
    $
    59
    
    
    $
    193,645
    
    
    $
    4,233
    
    
    $
    296,699
 See notes to financial statements.
 NOTES TO FINANCIAL STATEMENTS
 NOTE 1. ORGANIZATION
   NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation:
 Use of Estimates:
 Statement of Cash Flows:
 Business Segments:
 Loan Participations:
 15




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Loan Foreclosures:
 Allowance for Loan Participation Losses:
  Dividends:
   Income Taxes:
 16




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NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
 Fair Value Option The Fair Value Option for Financial Assets and Financial Liabilities
 Fair Value Measurements: Fair Value Measurements
 Accounting for Uncertainty in Income Taxes: Accounting for Uncertainty in Income Taxes Accounting for
Income Taxes
 NOTE 4. LOAN PARTICIPATIONS AND ALLOWANCE FOR LOAN PARTICIPATION LOSSES
  17




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December 31,(In Thousands)
    
    2007
    
    2006Balance at Beginning of Period
    
    $
    483
    
    
    $
    534Transferred Allowance, Net
    
    
    14
    
    
    
    17Benefit for Loan Participation Losses
    
    
    (62
    )
    
    
    (68
    )Loans Charged Off
    
    
    
    
    
    
    Recoveries
    
    
    
    
    
    
    Balance at End of Period
    
    $
    435
    
    
    $
    483
 NOTE 5. EARNINGS PER COMMON SHARE
   For the Year Ended December 31,(In Thousands, Except Per Share Data)
    
    2007
    
    2006Net Income
    
    $
    19,958
    
    
    $
    19,186Less Preferred Stock Dividends
    
    
    (7,654
    )
    
    
    (7,654
    )Net Income Available to Common Stockholders
    
    $
    12,304
    
    
    $
    11,532Weighted Average Common Shares Outstanding
    
    
    5,940
    
    
    
    5,940Basic and Diluted Earnings Per Share
    
    $
    2.07
    
    
    $
    1.94
 NOTE 6. PREFERRED STOCK
    
    
    the Bank becomes less than adequately capitalized according to regulations established
by the Office of the Comptroller of the Currency;
    
    the Bank is placed into conservatorship or receivership;
 18




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##### Table of Contents




    
    the Office of the Comptroller of the Currency, in its sole discretion, directs such
exchange in writing, and, even if the Bank is not less than adequately capitalized, the
Office of the Comptroller of the Currency anticipates the Bank becoming less than
adequately capitalized in the near term; or
    
    the Office of the Comptroller of the Currency, in its sole discretion, directs such
exchange in writing in the event that the Bank has a Tier 1 risk-based capital ratio of
less than 5.0%.
   NOTE 7. RELATED PARTY TRANSACTIONS
    For the Year EndedDecember 31,(In Thousands)
    
    2007
    
    2006Principal Balance at Beginning of Period
    
    $
    276,066
    
    
    $
    264,624Transfers of Loan Participations from the Bank to
PFGI Capital
    
    
    148,904
    
    
    
    193,722Transfers of Loan Participations from PFGI Capital to the Bank
    
    
    (61,026
    )
    
    
    (98,300
    )Loan Participation Payments
    
    
    (75,381
    )
    
    
    (83,980
    )Principal Balance at End of Period
    
    $
    288,563
    
    
    $
    276,066
    NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS
  19




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December 31,(In Thousands)
    
    2007
    
    2006Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueFinancial AssetsCommercial Mortgage Loan Participations
    
    $
    288,563
    
    
    $
    301,984
    
    
    $
    276,066
    
    
    $
    286,463Less: Allowance for Loan Participation Losses
    
    
    (435
    )
    
    
    
    
    
    
    (483
    )
    
    
    Net Commercial Mortgage Loan Participations
    
    $
    288,128
    
    
    $
    301,984
    
    
    $
    275,583
    
    
    $
    286,463Cash and Due From Banks
    
    $
    7,085
    
    
    $
    7,085
    
    
    $
    8,385
    
    
    $
    8,385
  
    
    Loan participations: The fair values for loan participations are estimated using discounted
cash flow analyses and interest rates currently being offered for loans with similar terms to
borrowers of similar credit quality.
    
    Cash and due from banks: The carrying amounts reported in the balance sheet for cash and
due from banks approximate those assets fair values.
 NOTE 9. DIVIDEND RESTRICTIONS
    20




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Corporate Information
   T. James Berry
    
    Director (Member of Audit and Compensation Committees)Scott L. Saari
    
    Director and Vice PresidentLinda K. Erkkila
    
    Director and Secretary (Member of Executive Committee)Robert P. Hipskind
    
    General AuditorDett P. Hunter
    
    Director (Member of Audit and Compensation Committees)Daniel J. DeMoss
    
    Director, Vice President and Assistant SecretarySusan M. Kinsey
    
    Director and President (Member of Executive Committee)Doris M. Malinowski
    
    Director, Chief Financial Officer and TreasurerJ. David Rosenberg
    
    Director (Member of Executive, Audit and Compensation Committees)John E. Rubenbauer
    
    Director
 
 
 CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  21




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ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description1.0
    
    Underwriting Agreement incorporated by reference to Exhibit 1 to
PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) Filed June 6, 2002.3.1
    
    By-Laws incorporated by reference to Exhibit 3.2 to PFGI Capitals
Registration Statement on Form S-3 (Registration No. 333-88446)
Filed May 16, 2002.3.2
    
    Articles of Amendment and Restatement of PFGI Capital Corporation
incorporated by reference to Exhibit 3.2 to PFGI Capitals Annual
Report on Form 10-K for the fiscal year ended December 31, 2005.3.3
    
    Articles Supplementary incorporated by reference to Exhibit 3.3 to
PFGI Capitals Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006.4.1
    
    By-Laws incorporated by reference to Exhibit 3.2 to PFGI Capitals
Registration Statement on Form S-3 (Registration No. 333-88446)
Filed May 16, 2002, as related to stockholder rights.4.2
    
    Articles of Amendment and Restatement of PFGI Capital Corporation
incorporated by reference to Exhibit 3.2 to PFGI Capitals Annual
Report on Form 10-K for the fiscal year ended December 31, 2005,
as related to stockholder rights.4.3
    
    Series A Preferred Stock Certificate incorporated by reference to
Exhibit 4.5 to PFGI Capitals Amended Registration Statement on
Form S-3/A (Registration No. 333-88446) Filed June 6, 2002.4.4
    
    Certificate of Designation Rights and Preferences of the Series B
Non-Voting Preferred Stock incorporated by reference to Exhibit 4
to PFGI Capitals Current Report on Form 8-K filed on January 30,
2006.4.5
    
    Articles Supplementary incorporated by reference to Exhibit 3.3 to
PFGI Capitals Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006, as related to stockholder rights.10.1
    
    Master Participation and Servicing Agreement as amended and
restated as of October 20, 2004 incorporated by reference to
Exhibit 10.1 to PFGI Capitals Annual Report on Form 10-K for the
fiscal year ended December 31, 2005.10.2
    
    Management Agreement incorporated by reference to Exhibit 10.2 to
PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) Filed June 6, 2002.10.3
    
    Exchange Agreement incorporated by reference to Exhibit 10.3 to
PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) filed June 6, 2002.11.0
    
    Statement re computation of per share earnings incorporated by
reference to Note 5 of the Notes to Financial Statements of this
report.14.0
    
    PFGI Capital Corporation Code of Ethics incorporated by reference
to Exhibit 14.1 to PFGI Capitals Current Report on Form 8-K filed
on November 20, 2005.23.0
    
    Consent of Independent Registered Public Accounting Firm.24.0
    
    Power of Attorney.31.1
    
    Chief Executive Officer Sarbanes-Oxley Act 302 Certification dated
March 10, 2008 for PFGI Capital Corporations Annual Report on
Form 10-K for the year ended December 31, 2007.31.2
    
    Chief Financial Officer Sarbanes-Oxley Act 302 Certification dated
March 10, 2008 for PFGI Capital Corporations Annual Report on
Form 10-K for the year ended December 31, 2007.32.1
    
    Chief Executive Officer Sarbanes-Oxley Act 906 Certification dated
March 10, 2008 for PFGI Capital Corporations Annual Report on
Form 10-K for the year ended December 31, 2007.32.2
    
    Chief Financial Officer Sarbanes-Oxley Act 906 Certification dated
March 10, 2008 for PFGI Capital Corporations Annual Report on
Form 10-K for the year ended December 31, 2007.
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##### Table of Contents



SIGNATURE
  PFGI Capital Corporation(Registrant)Date: March 10, 2008
    
    /s/ Doris M. MalinowskiDoris M. MalinowskiChief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Duly Authorized Officer  Signature
    
    Capacity
    
    Date/s/ Susan M. Kinsey *

Susan M. Kinsey
    
    Director and President
(Principal Executive Officer)
    
    March 10, 2008/s/ T. James Berry *

T. James Berry
    
    Director
    
    March 10, 2008/s/ Dett P. Hunter *

Dett P. Hunter
    
    Director
    
    March 10, 2008/s/ Linda K. Erkkila *

Linda K. Erkkila
    
    Director and Secretary
    
    March 10, 2008/s/ Scott L. Saari *

Scott Saari
    
    Director, Vice President
    
    March 10, 2008/s/ J. David Rosenberg *

J. David Rosenberg
    
    Director
    
    March 10, 2008/s/ John E. Rubenbauer *

John E. Rubenbauer
    
    Director
    
    March 10, 2008/s/ Doris M. Malinowski *

Doris M. Malinowski
    
    Director, Chief Financial Officer
and Treasurer (Principal Financial
Officer and Principal
Accounting Officer)
    
    March 10, 2008/s/ Daniel J. DeMoss *

Daniel DeMoss
    
    Director, Vice President
and Assistant Secretary
    
    March 10, 2008
 
 *
    
    Linda K. Erkkila, as attorney-in-fact, signs this report on behalf of the above-named officers
and directors pursuant to powers of attorney duly executed by such officers and directors
empowering Linda K. Erkkila and Susan M. Kinsey to sign on their behalf. /s/ Linda K. Erkkila

Linda K. Erkkila, attorney-in-fact
 23