ESOP

ESOP stands for “Employee Stock Ownership Plan”.

Background – In 2001 the families of the Martin’s and the Bayley’s decided to sell the company to the associates, making us an ESOP.

December 15, 2008

Dear Associate,

We are excited to announce the 2008 ESOP contribution of $3,138,963, which released an additional 72,631 shares of Martin & Bayley, Inc., stock. These shares have been allocated to all eligible associates for the plan year ended March 2008. The value of these shares went from $ 6.98 per share to $ 8.58 per share – a record increase of 22.93%!!! Forfeitures for this year accounted for an additional 22,090 shares allocated to all eligible participants.

This is the company’s eighth year of operation as a 100% Employee Owned Company. In eight years, the company has contributed a total of $ 23,139,239 to the ESOP, resulting in the allocation of approximately 556,979 shares with a current value of over $4.7 million.

As an Employee Owner who has satisfied the eligibility requirements, you will continue to receive shares of stock (an allocation) in your ESOP account as stated in the plan. Eligibility requirements:
• Associate must be at least 18 years old.
• Complete one year of service with at least 1000 hours worked in the year.

Remember, as an associate of a 100% Employee Owned Company, we all benefit from the future success of the company. The profits of the company are returned to the associates in the form of company stock and higher valuations in the ESOP.

Although the value of Martin & Bayley, Inc., stock cannot be guaranteed to grow every year and can go up or down, we believe that together, all of our 1,150 current associates make the difference in the success of our company. We believe our best years are yet to come. As Owners, we are all in this together and all share in the responsibility of making our company successful. We must “think like owners” which means focusing on our Mission Statement:

“THANKS” - TOTAL CUSTOMER FOCUS
HAPPY, FRIENDLY OWNERS
ALWAYS FRESH QUALITY FOOD AND DRINKS
NO WORRIES, QUALITY FUELS AT COMPETITIVE PRICES
KARING FOR KIDS
SQUEAKY CLEAN RESTROOMS

REMEMBER – PEOPLE DON’T CARE HOW MUCH WE KNOW, UNTIL THEY KNOW HOW MUCH WE CARE!

If you have questions regarding your account or other benefits, please call Human Resources, 800/876-2511. Please forward the enclosed Beneficiary Designation to the Human Resources department by January 15, 2009.

Todd Jenney

Chief Executive Officer