##### 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, 2008
    
    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(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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Year Ended December 31, 2008
 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, 2008
 TABLE OF CONTENTS
 PagePart IItem 1.
    
    Business
    
    4Average Balance Sheets/Interest/Rates
    
    5Loan Participations
    
    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 (Note 2)
    
    7-9Item 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-23EX-24EX-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
   4




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RESULTS OF OPERATIONS
 Interest Income
  For the Years Ended December 31,2008
    
    2007(Dollars in Thousands)
    
    Average Balance
    
    Interest Earned
    
    Average Rate
    
    Average Balance
    
    Interest Earned
    
    Average RateAssets:Loan participations
    
    $
    294,039
    
    
    $
    19,500
    
    
    
    6.63
    %
    
    $
    282,953
    
    
    $
    20,314
    
    
    
    7.18
    %Deposit account with
Bank
    
    
    7,967
    
    
    
    151
    
    
    
    1.90
    
    
    
    7,135
    
    
    
    353
    
    
    
    4.95Total earning assets
    
    
    302,006
    
    
    $
    19,651
    
    
    
    6.51
    %
    
    
    290,088
    
    
    $
    20,667
    
    
    
    7.12
    %Allowance for loan
participation losses
    
    
    (932
    )
    
    
    
    
    
    
    
    
    
    
    (479
    )Other nonearning assets
    
    
    980
    
    
    
    
    
    
    
    
    
    
    
    1,113Total assets
    
    $
    302,054
    
    
    
    
    
    
    
    
    
    
    $
    290,722Liabilities and
stockholders equity:Noninterest bearing
liabilities
    
    $
    682
    
    
    
    
    
    
    
    
    
    
    $
    735Stockholders equity
    
    
    301,372
    
    
    
    
    
    
    
    
    
    
    
    289,987Total liabilities and
stockholders equity
    
    $
    302,054
    
    
    
    
    
    
    
    
    
    
    $
    290,722
 Provision (Benefit) For Loan Participation Losses
  Noninterest Income and Expense
   Income Taxes
  5




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FINANCIAL CONDITION
 Loan Participations
   Aggregate Principal
    
    Percentage byBalance
    
    Aggregate PrincipalProperty Type
    
    Number of Loans
    
    (In Thousands)
    
    BalanceNonresidential Real Estate
    
    
    134
    
    
    $
    111,801
    
    
    
    37.31
    %Commercial
    
    
    85
    
    
    
    59,873
    
    
    
    19.98Office/Warehouse
    
    
    29
    
    
    
    35,417
    
    
    
    11.82Apartments
    
    
    20
    
    
    
    27,995
    
    
    
    9.34Shopping/Retail
    
    
    13
    
    
    
    17,955
    
    
    
    5.99Healthcare Facilities
    
    
    6
    
    
    
    20,598
    
    
    
    6.87Industrial Facilities
    
    
    15
    
    
    
    10,248
    
    
    
    3.42Educational/Religious Facilities
    
    
    6
    
    
    
    6,636
    
    
    
    2.21Other Commercial Properties
    
    
    5
    
    
    
    9,128
    
    
    
    3.06Total
    
    
    313
    
    
    $
    299,651
    
    
    
    100.00
    %
  Fixed Rate
    
    Variable RateAggregate Principal
    
    Percentage by
    
    
    
    
    
    Aggregate Principal
    
    Percentage byBalance
    
    Aggregate Principal
    
    
    
    
    
    Balance
    
    Aggregate PrincipalInterest Rate
    
    Number of Loans
    
    (In Thousands)
    
    Balance
    
    Number of Loans
    
    (In Thousands)
    
    BalanceUnder 5.00%
    
    
    2
    
    
    $
    663
    
    
    
    .36
    %
    
    
    75
    
    
    $
    82,499
    
    
    
    71.00
    %5.00% to 5.99%
    
    
    21
    
    
    
    19,664
    
    
    
    10.72
    
    
    
    9
    
    
    
    11,285
    
    
    
    9.716.00% to 6.99%
    
    
    68
    
    
    
    56,849
    
    
    
    30.99
    
    
    
    8
    
    
    
    8,076
    
    
    
    6.957.00% to 7.99%
    
    
    80
    
    
    
    88,660
    
    
    
    48.33
    
    
    
    13
    
    
    
    7,968
    
    
    
    6.86Over 8.00%
    
    
    26
    
    
    
    17,623
    
    
    
    9.60
    
    
    
    11
    
    
    
    6,364
    
    
    
    5.48Total
    
    
    197
    
    
    $
    183,459
    
    
    
    100.00
    %
    
    
    116
    
    
    $
    116,192
    
    
    
    100.00
    %
 Aggregate Principal
    
    Percentage byBalance
    
    Aggregate Principal
    
    Weighted AverageInterest Type
    
    Number of Loans
    
    (In Thousands)
    
    Balance
    
    Interest RateFixed Rate Loans
    
    
    197
    
    
    $
    183,459
    
    
    
    61.22
    %
    
    
    7.02
    %Variable Rate Loans
    
    
    116
    
    
    
    116,192
    
    
    
    38.78
    
    
    
    4.40Total
    
    
    313
    
    
    $
    299,651
    
    
    
    100.00
    %
    
    
    6.05
    %
 Other Assets and Liabilities
  INTEREST RATE RISK MANAGEMENT
  6




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CREDIT QUALITY
    December 31,(In Thousands)
    
    2008
    
    2007Balance at Beginning of Period
    
    $
    435
    
    
    $
    483Transferred Allowance, Net
    
    
    13
    
    
    
    14Provision (Benefit) for Loan Participation Losses
    
    
    1,501
    
    
    
    (62
    )Loans Charged Off
    
    
    
    
    
    
    Recoveries
    
    
    
    
    
    
    Balance at End of Period
    
    $
    1,949
    
    
    $
    435Net Charge-Offs to Average Loan Participations
    
    
    .00
    %
    
    
    .00
    %Allowance for Loan Participations Losses to Loan
Participations
    
    
    .65
    %
    
    
    .15
    %
  LIQUIDITY AND CAPITAL RESOURCES
   7




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8




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OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
  APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  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)
    
    2008
    
    2007AssetsLoan Participations
    
    $
    299,651
    
    
    $
    288,563Allowance for Loan Participation Losses
    
    
    (1,949
    )
    
    
    (435
    )Net Loan Participations
    
    
    297,702
    
    
    
    288,128Cash and Due from Banks
    
    
    7,476
    
    
    
    7,085Interest Receivable
    
    
    1,282
    
    
    
    1,386Other Assets
    
    
    
    
    
    
    108Total Assets
    
    $
    306,460
    
    
    $
    296,707LiabilitiesAccounts Payable and Accrued Liabilities
    
    $
    55
    
    
    $
    8Stockholders 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
    
    
    204,852
    
    
    
    193,645Retained Earnings
    
    
    2,732
    
    
    
    4,233Total Stockholders Equity
    
    
    306,405
    
    
    
    296,699Total Liabilities and Stockholders Equity
    
    $
    306,460
    
    
    $
    296,707
 See notes to financial statements.
 12




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##### Table of Contents



STATEMENTS OF INCOME
 For the Year EndedDecember 31,(In Thousands, Except Per Share Data)
    
    2008
    
    2007Interest IncomeInterest on Loans Participations
    
    $
    19,500
    
    
    $
    20,314Interest on Cash Deposit
    
    
    151
    
    
    
    353Total Interest Income
    
    
    19,651
    
    
    
    20,667Provision (Benefit) for Loan Participation Losses
    
    
    1,501
    
    
    
    (62
    )Net Interest
Income After Provision (Benefit) for Loan Participation Losses
    
    
    18,150
    
    
    
    20,729Noninterest ExpenseLoan Servicing Fees
    
    
    368
    
    
    
    354Management Fees
    
    
    294
    
    
    
    283Other Noninterest Expense
    
    
    128
    
    
    
    134Total Noninterest Expense
    
    
    790
    
    
    
    771Income Before Income Taxes
    
    
    17,360
    
    
    
    19,958Income Taxes
    
    
    
    
    
    
    Net Income
    
    
    17,360
    
    
    
    19,958Preferred Stock Dividends
    
    
    7,654
    
    
    
    7,654Net Income Available to Common Shareholders
    
    $
    9,706
    
    
    $
    12,304Per Common ShareBasic
    
    $
    1.63
    
    
    $
    2.07Diluted
    
    
    1.63
    
    
    
    2.07Consent Dividends
    
    
    1.89
    
    
    
    2.06
 See notes to financial statements
 13




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STATEMENTS OF CASH FLOWS
 For the Year EndedDecember 31,(In Thousands)
    
    2008
    
    2007Operating ActivitiesNet Income
    
    $
    17,360
    
    
    $
    19,958Adjustments to Reconcile Net Income toNet Cash Provided by Operating Activities:Provision (Benefit) for Loan Participation Losses
    
    
    1,501
    
    
    
    (62
    )Decrease in Interest Receivable
    
    
    104
    
    
    
    89Decrease (Increase) in Accounts Receivable
    
    
    108
    
    
    
    (108
    )Increase (Decrease) in Accrued Liabilities and Other Liabilities
    
    
    47
    
    
    
    (1,040
    )Net Cash Provided by Operating Activities
    
    
    19,120
    
    
    
    18,837Investing ActivitiesNet Increase in Loan Participations
    
    
    (11,075
    )
    
    
    (12,483
    )Net Cash Used in Investing Activities
    
    
    (11,075
    )
    
    
    (12,483
    )Financing ActivitiesDividends Paid to Preferred Stockholders
    
    
    (7,654
    )
    
    
    (7,654
    )Net Cash Used In Financing Activities
    
    
    (7,654
    )
    
    
    (7,654
    )Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    391
    
    
    
    (1,300
    )Cash and Cash Equivalents at Beginning of Period
    
    
    7,085
    
    
    
    8,385Cash and Cash Equivalents at End of Period
    
    $
    7,476
    
    
    $
    7,085Supplemental Disclosures for Cash Flow InformationCash Paid for:Interest
    
    
    
    
    
    
    Income Taxes
    
    
    
    
    
    
    Noncash Transactions:Contribution of Common Stock Consent Dividend
    
    $
    11,207
    
    
    $
    12,242
 See notes to financial statements.
 14




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STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 (In Thousands)
    
    PreferredStock
    
    CommonStock
    
    CapitalSurplus
    
    RetainedEarnings
    
    TotalBalance 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
    
    
    $
    296,699Net Income/Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,360
    
    
    
    17,360Dividends 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,207
    )
    
    
    (11,207
    )Contribution of Consent Dividend
    
    
    
    
    
    
    
    
    
    
    11,207
    
    
    
    
    
    
    
    11,207Balance at December 31, 2008
    
    $
    98,762
    
    
    $
    59
    
    
    $
    204,852
    
    
    $
    2,732
    
    
    $
    306,405
 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 Measurements: Fair Value Measurements
 Fair Value Option The Fair Value Option for
Financial Assets and Financial Liabilities
 NOTE 4. LOAN PARTICIPATIONS AND ALLOWANCE FOR LOAN PARTICIPATION LOSSES
  17




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December 31,(In Thousands)
    
    2008
    
    2007Balance at Beginning of Period
    
    $
    435
    
    
    $
    483Transferred Allowance, Net
    
    
    13
    
    
    
    14Provision (Benefit) for Loan Participation Losses
    
    
    1,501
    
    
    
    (62
    )Loans Charged Off
    
    
    
    
    
    
    Recoveries
    
    
    
    
    
    
    Balance at End of Period
    
    $
    1,949
    
    
    $
    435
 NOTE 5. EARNINGS PER COMMON SHARE
   For the Year Ended December 31,(In Thousands, Except Per Share Data)
    
    2008
    
    2007Net Income
    
    $
    17,360
    
    
    $
    19,958Less Preferred stock Dividends
    
    
    (7,654
    )
    
    
    (7,654
    )Net Income Available to Common Stockholders
    
    $
    9,706
    
    
    $
    12,304Weighted Average Common Shares Outstanding
    
    
    5,940
    
    
    
    5,940Basic and Diluted Earnings Per Share
    
    $
    1.63
    
    
    $
    2.07
 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;
    
    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%.
 18




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NOTE 7. RELATED PARTY TRANSACTIONS
    For the Year EndedDecember 31,(In Thousands)
    
    2008
    
    2007Principal Balance at Beginning of Period
    
    $
    288,563
    
    
    $
    276,066Transfers of Loan Participations from the Bank
to PFGI Capital
    
    
    185,229
    
    
    
    148,904Transfers of Loan Participations from PFGI
Capital to the Bank
    
    
    (106,145
    )
    
    
    (61,026
    )Loan Participation Payments
    
    
    (67,996
    )
    
    
    (75,381
    )Principal Balance at End of Period
    
    $
    299,651
    
    
    $
    288,563
    NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS
  19




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December 31,(In Thousands)
    
    2008
    
    2007Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueFinancial AssetsCommercial Mortgage Loan Participations
    
    $
    299,651
    
    
    $
    254,008
    
    
    $
    288,563
    
    
    $
    301,984Less: Allowance for Loan Participation Losses
    
    
    (1,949
    )
    
    
    
    
    
    
    (435
    )
    
    
    Net Commercial Mortgage Loan Participations
    
    $
    297,702
    
    
    $
    254,008
    
    
    $
    288,128
    
    
    $
    301,984Cash and Due From Banks
    
    $
    7,476
    
    
    $
    7,476
    
    
    $
    7,085
    
    
    $
    7,085
  
    
    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
    
    DirectorThe Registrar and Transfer Agent of PFGI Capital is:National City Bank1900 East Ninth StreetCleveland, Ohio 44114Phone: 1-800-622-6757
 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 6, 2009 for PFGI Capital Corporations Annual Report on Form
10-K for the year ended December 31, 2008.31.2
    
    Chief Financial Officer Sarbanes-Oxley Act 302 Certification dated
March 6, 2009 for PFGI Capital Corporations Annual Report on Form
10-K for the year ended December 31, 2008.32.1
    
    Chief Executive Officer Sarbanes-Oxley Act 906 Certification dated
March 6, 2009 for PFGI Capital Corporations Annual Report on Form
10-K for the year ended December 31, 2008.32.2
    
    Chief Financial Officer Sarbanes-Oxley Act 906 Certification dated
March 6, 2009 for PFGI Capital Corporations Annual Report on Form
10-K for the year ended December 31, 2008.
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##### Table of Contents



SIGNATURE
  PFGI Capital Corporation(Registrant)Date: March 6, 2009
    /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 6, 2009/s/ T. James Berry *
    
    Director
    
    March 6, 2009T. James Berry/s/ Dett P. Hunter *
    
    Director
    
    March 6, 2009Dett P. Hunter/s/ Linda K. Erkkila *
    
    Director and Secretary
    
    March 6, 2009Linda K. Erkkila/s/ Scott Saari *
    
    Director, Vice President
    
    March 6, 2009Scott Saari/s/ J. David Rosenberg *
    
    Director
    
    March 6, 2009J. David Rosenberg/s/ John E. Rubenbauer *
    
    Director
    
    March 6, 2009John E. Rubenbauer/s/ Doris M. Malinowski *

Doris M. Malinowski
    
    Director (Principal Financial Officer
and Principal
Accounting Officer)
    
    March 6, 2009/s/ Daniel DeMoss *

Daniel DeMoss
    
    Director, Vice President and
Assistant Secretary
    
    March 6, 2009
 
 /s/ Linda K. ErkkilaLinda K. Erkkila, attorney-in-fact 23