Summary of Director and Executive Officer Compensation


I.      Director Compensation. Directors who are employees of the Corporation do not receive additionalcompensation for serving as directors of the Corporation. The following table sets forth currentrates of cash compensation for the Corporation’s non-employee directors.
Annual Retainer
  $30,000 (payable in quarterly installments)
Additional annual fee for the Audit
Committee Chair, Compensation
Committee Chair, Stock Award

  $5,000 (payable in quarterly installments)
Committee Chair
II.      ExecutiveOfficer Compensation. The following table sets forth the currentbase salaries provided to the Corporation’s Chief ExecutiveOfficer and four most highly compensated executive officers, based on salary and annual bonus for fiscal year 2006as required by the Instructions to Item 402(a)(3) of Regulation S-K.
Executive Officer   Current Salary  
Don E. Marsh, Chairman of the Boardand Chief Executive Officer
  $ 1,000,000  
William L. Marsh, Interim Presidentand Chief Operating Officer
  $ 305,000  
Charles Barnard, Jr., President andChief Operating Officer, Supermarket Division
  $ 250,000  
Jack J. Bayt, President and Chief OperatingOfficer, Crystal Food Services Division
  $ 310,000  
P. Lawrence Butt, Senior Vice President,Counsel and Secretary
  $ 285,000  
          The Corporation’s Management Incentive Plan is an informal plan pursuant to which theCompensation Committee may grant on an annual basis cash awards equal to a percentage of anofficer’s or other key employee’s fiscal year base salary based on the extent to which actualearnings of the Corporation or the relevant business unit during a fiscal year exceed a minimum



earnings threshold established bythe Compensation Committee for such fiscal year. The percentageof base salary an individual may be awarded under the plan is determined by the CompensationCommittee based on the individual’s level of responsibility, with a maximum cash award of up to 50%of base salary or greater if fiscal year earnings of the Corporation or relevant business unitequal or exceed, respectively, the target earnings level established by the Compensation Committeefor that fiscal year. The amount of any bonus under the plan’s formula is subject to adjustmentbased on the profitability of the Corporation or the relevant business unit and other factors asdetermined by the Compensation Committee in its discretion.
          In addition to their base salaries and cash bonuses, the Corporation’s Chief Executive Officerand four most highly compensated executive officers are also eligible to:
          –      participate in the Corporation’s long-term incentive program, which currently involves theaward of performance based restricted stock and performance accelerated stock options pursuant tothe Corporation’s 1998 Stock Incentive Plan; and
          –      participate in the Corporation’s broad-based benefit programs generally available to allfull-time employees, including health, disability and life insurance programs.