Core-Mark Holding Company (CORE)

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion provides an overview and analysis of our compensation programs and policies and the major factors that shape the creation and implementation of those policies. In this discussion and analysis, and in the more detailed tables and narrative that follow, we will discuss compensation and compensation decisions relating to the following persons, whom we refer to as our named executive officers:

J. Michael Walsh, our President and Chief Executive Officer (CEO);

Stacy Loretz-Congdon, our Senior Vice President and Chief Financial Officer (CFO);

Christopher L.Walsh, our Senior Vice President—U.S. Distribution (West);

Christopher M. Murray, our Senior Vice President—Marketing and Vendor Consolidation; and

Thomas B. Perkins, our Senior Vice President—Resources.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion provides an overview and analysis of our compensation programs and policies and the major factors that shape the creation and implementation of those policies. In this discussion and analysis, and in the more detailed tables and narrative that follow, we will discuss compensation and compensation decisions relating to the following persons, whom we refer to as our named executive officers:

J. Michael Walsh, our President and Chief Executive Officer (CEO);

Stacy Loretz-Congdon, our Senior Vice-President and Chief Financial Officer (CFO);

Basil P. Prokop, our President—Canada;

Christopher L.Walsh, our Senior Vice President—U.S. Distribution (West); and

Thomas B. Perkins, our Senior Vice President—Resources.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion provides an overview and analysis of our compensation programs and policies and the major factors that shape the creation and implementation of those policies. In this discussion and analysis, and in the more detailed tables and narrative that follow, we will discuss compensation and compensation decisions relating to the following persons, whom we refer to as our named executive officers:

J. Michael Walsh, our President and Chief Executive Officer;

James E. Wall, our Senior Vice-President and Chief Financial Officer through November 30, 2006;

Stacy Loretz-Congdon, our Senior Vice-President and Chief Financial Officer from December 1, 2006;

Basil Prokop, our President—Canada;

Christopher Walsh, our Senior Vice-President, Sales and Marketing; and

Thomas B. Perkins, our Vice-President—U. S. Distribution (Region I)