UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
 
Filed by the Registrant x
 
Filed by a Party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

Pool CorporationPOOL CORPORATION
(Name of Registrant as Specified in Its Charter)
  (Name(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
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POOL CORPORATION
_____________________

 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
To Stockholders of Pool Corporation:
The 2008 annual meeting of stockholders (the Annual Meeting) of Pool Corporation (the “Company” Company, we, us or “our” or “we” or “us”our)  will be held on Tuesday, May 6, 2008, at 9:00 a.m., Central Time, at the office of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P., at 201 St. Charles Avenue, New Orleans, Louisiana 70170-5100, on Tuesday, May 8, 2007, at 9:00 a.m., Central Time, for70170-5100.
At the following purposes:Annual Meeting, you will be asked to:
 
1.  To elect eight personsdirectors to serve as directors on ourthe Board of Directors, foreach to serve a one-year term or until their successors have been elected and qualified;
 
2.  To approve our 2007 Long-Term Incentive Plan;
3.      To ratify the retention of Ernst & Young LLP, certified public accountants, as our independent auditorsregistered public accounting firm for the 20072008 fiscal year; and
 
4.      3.  To act upon suchconsider any other matters asbusiness which may properly come beforearise at the meeting or any reconvened meeting following any adjournment thereof.Annual Meeting.
 
The foregoing items are more fully described in theaccompanying Proxy Statement accompanying this Notice.

describes the matters being voted on and contains other information relating to Pool Corporation.
 
The Board of Directors has set March 16, 2007,14, 2008 as the record date for the meeting.Annual Meeting.  This means that only record owners of the Company’s Common Stockcommon stock at the close of business on that date are entitled to notice of, and to vote at, the annual meetingAnnual Meeting and at any adjournment or postponement thereof.of the Annual Meeting.

                            By Order of the Board of Directors,
                        /s/
                                  Jennifer M. Neil
                            Jennifer M. Neil,Corporate Secretary

Covington, Louisiana
March 30, 200728, 2008


 
We urge each stockholder to promptly sign and return the enclosed proxy card or if applicable, to use telephone or internet voting.  See “Frequently Asked Questions Regarding Attendance and Voting” for information about voting by telephone or internet.

WE URGE EACH STOCKHOLDER TO PROMPTLY SIGN AND RETURN THE ENCLOSED PROXY CARD OR IF APPLICABLE, TO USE TELEPHONE OR INTERNET VOTING. SEE “VOTING PROCEDURES” FOR INFORMATION ABOUT VOTING BY TELEPHONE OR INTERNET.
 

POOL CORPORATION

109 Northpark Boulevard
Covington, Louisiana 70433

PROXY STATEMENT

Frequently Asked Questions Regarding Attendance and Voting
 
We are furnishing this Proxy Statement to our stockholders in connection with the solicitation of proxies by and on behalf of theQ:  Why am I receiving these materials?
A:  The Board of Directors (the “Board of Directors” or the “Board”)Board) of Pool Corporation (the “Company”Company, we, us or “our” or “we” or “us”our) is providing these proxy materials to you in connection with its solicitation of proxies for use at the 20072008 annual meeting of our stockholders (the Annual Meeting). Stockholders at the close of business on March 14, 2008, the record date, are entitled to vote at the Annual Meeting.
Q:  Who may vote?
A:  With respect to the election of directors, each stockholder is entitled to one vote for every share of common stock owned on the record date for each nominee.  For all other matters, each stockholder is entitled to one vote on each matter presented for each share of our common stock owned. On March 14, 2008, there were approximately 47,782,990 shares of our common stock, $0.001 par value, outstanding.  This Proxy Statement is being mailed to stockholders on or about March 28, 2008.
Q:  When and where will the Annual Meeting be held?
A:  The Annual Meeting will be held on Tuesday, May 8, 2007,6, 2008, at 9:00 a.m., Central Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting (the “Meeting”). The Meeting will be held at the office of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P., 201 St. Charles Avenue, New Orleans, Louisiana 70170-5100. This Proxy Statement is first being mailed
Q: How may I obtain directions to stockholders on or about March 30, 2007.the Annual Meeting?
 
Voting ProceduresA: To obtain directions to the Annual Meeting, you may contact Investor Relations at (985) 892-5521.
 
Only holders of record of our common stock, $0.001 par value per share (“Common Stock”),Q:  What proposals will be voted upon at the closeAnnual Meeting?
A:  There are two proposals scheduled to be voted upon at the Annual Meeting: (1) elect eight directors to the Board of Directors, each to serve a one-year term or until their successors have been elected and qualified; and (2) ratify the retention of Ernst & Young LLP as our independent registered public accounting firm for the 2008 fiscal year.  In addition, such other business as may properly come before the Annual Meeting will be considered and voted upon.
Q:  How do I vote?
A:  If you are a holder of record (that is, if your shares are registered in your own name with our transfer agent), you may vote using the enclosed proxy card.  You must sign and date the proxy card and return it in the enclosed postage-paid envelope.
If you are a street name holder (that is, if you hold your shares through a bank, broker or other holder of record), you must provide voting instructions to the record holder.  To see your voting options, please refer to the information on March 16, 2007,the voting instruction form included with these materials and forwarded to you by your bank, broker or other holder of record.
If you come to the Annual Meeting, you can, of course, vote in person.  If you are entitled to notice ofa street name holder and wish to vote at the Meeting. On March 16, 2007, we had 49,637,515 outstanding sharesmeeting, you must first obtain a proxy from your bank, broker or other holder of Common Stock, each of which is entitledrecord authorizing you to one vote.
 
The holdersQ:  How many votes must be represented to hold the Annual Meeting?
A:  In order to carry on the business of the Annual Meeting, a quorum must be present.  This means at least a majority of the outstanding shares eligible to vote must be represented at the Annual Meeting, either by proxy or in person.  If you return your proxy instructions or if you attend the Annual Meeting in person, your shares will be counted for the purpose of determining a quorum, even if you abstain from voting on some or all matters introduced at the Annual Meeting.
Q:  How many votes will be required to elect the directors and to ratify the independent registered public accounting firm?
A:  A plurality of the shares voting is required to elect the directors.  This means that the nominees who receive the most votes will be elected.  In counting votes on the election of directors, only votes “for” or “withheld” affect the outcome.
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Ratification of Ernst & Young LLP as our independent registered public accounting firm will be approved if a majority of the shares of Common Stock issued and outstanding, present in person or represented by proxy, will constitute a quorum at the Meeting. If a quorum is present, directors will be elected by a plurality vote;Annual Meeting and entitled to vote upon the approvalproposal are voted in favor of our 2007 Long-Term Incentive Plan (the “2007 LTIP”) and the ratification of the retention of the independent auditors will require the affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy at the Meeting.such matter.
 
Management doesQ:  Could other matters be decided at the Annual Meeting?
A:  We are not knowaware of any items,matters to be presented other than those referred todescribed in the accompanying Notice of Annual Meeting of Stockholders, which may properly come before the Meeting or other matters incident to the conduct of the Meeting. If, however,this Proxy Statement.  However, if any other matters properly come beforearise at the Annual Meeting, the persons named as proxies in the enclosed form of proxy intend to vote in accordance with their judgmentholders designated on the matters presented.proxy card will vote your proxy as recommended by the Board.
 
Abstentions will be treated as present both for purposes of determining a quorum and with respectQ:  What happens if I withhold my vote or I vote to each proposal other thanabstain?
A:  In the election of directors. Accordingly, abstentionsdirectors, you can vote for the eight directors standing for election or you can indicate that you are withholding your vote for any or all of the nominees.  Withheld votes will have no effect on the electionoutcome of directors, butthe proposal to elect directors.
Regarding the proposal to ratify the appointment of Ernst &Young LLP as our independent registered public accounting firm, you may vote for or against this proposal or you may abstain from voting.  An abstention will have the same effect ofas a vote against the approvalproposal.
Q:  What if I do not indicate my vote for one or more of the 2007 LTIPmatters on my proxy card?
A:  If you execute and return your proxy but do not give voting instructions, your shares will be voted as recommended by the Board.  This means that unless your proxy is otherwise marked, properly executed proxies will be voted in favor of the election of each of the director nominees and the ratification of the independent auditors.registered public accounting firm.
 
AQ:  What happens if I do not vote my proxy?
A: If you are a holder of record and do not vote shares held in your name, those shares will not be voted.
If you are a street name holder and do not provide voting instructions to your broker, your shares may be voted on any matter your broker has discretionary authority to vote.  Brokers generally have discretionary authority to vote on “routine” matters, but not on “non-routine” matters.  Generally, the election of directors and ratification of the appointment of the independent registered public accounting firm are considered routine matters.  On any matter for which your broker does not vote on your behalf, the votes will be treated as “broker non-vote” occursnon-votes”.
Q: What are broker non-votes and what effect do they have on the proposals?
A:  Generally, broker non-votes occur when a nominee (such asshares held by a broker or bank) holding shares in “street name” as the registered holder for a beneficial owner doesare not vote onvoted with respect to a particular proposal because (1) the nominee does not have discretionary voting power with respect to the matter andbroker has not received voting instructions from the beneficial owner.owner and (2) the broker lacks discretionary voting power to vote the shares on the proposal.  Broker non-votes will be treated as not present and not cast for purposes of determining a quorum and with respect to all matters brought before the Annual Meeting.  Accordingly, broker non-votes will have no effect on the election of directors the approval of the 2007 LTIP, or the ratification of the independent auditors.registered accounting firm.
 
If you come to the Meeting, you can, of course, vote in person. Please note, however, that if your shares are held of record by a broker, bankQ:  Can I change or other nominee and you wish to vote at the Meeting, you must obtain from the record holder a proxy issued in your name. If you do not come to the Meeting, your shares can be voted only if you have returned a properly executed proxy. If you hold your shares through a record holder, such as a bank, broker or other nominee, you must provide voting instructions to the record holder; obtain a proxy issued in your name from such record holder; or if your record holder makes telephone or internet voting available, follow the telephone or internet voting instructions the record holder will enclose with the proxy statement.revoke my vote?
 
If you execute and return your proxy, but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. You canA:  Yes.  To change or revoke your authorizationvote at any time before the shares are voted at the Annual Meeting, by filing with the Secretary of the Company a written revocation or duly executed proxy bearing a later date. The proxy will also be deemed revoked with respect to any matter on which you vote in person at the Meeting. Attendance at the Meeting will not in and of itself constitute a revocation of a proxy. Unless otherwise marked, properly executed proxies in the form of the accompanying proxy card will be voted in favor of the election of each of the director nominees, approval of the 2007 LTIP, and the ratification of the independent auditors.

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Solicitationmust either:
 
a)  mail (i) a new proxy card with a later date or (ii) a written revocation addressed to:
           Pool Corporation
           Jennifer M. Neil, Corporate Secretary
   109 Northpark Boulevard
   Covington, LA 70433-5001
   or
b)  attend the Annual Meeting and vote in person.
Q:  Who will pay the expenses incurred in connection with the solicitation of my vote?
A: We will bearpay the entire cost of preparing proxy materials and soliciting proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to stockholders. Banks, brokerage houses and other nominees or fiduciaries will be requested to forward the soliciting materials to their principals and to obtain authorization for the execution of proxies.your vote.  We will, upon request, reimburse thembrokers and other nominees for their expenses in so acting.the cost of mailing materials to beneficial owners.  Some of our employees, who will receive no additional compensation, for their services, may also solicit proxies by telephone, facsimile or electronic mail.  We also pay all Annual Meeting expenses.
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Q: What happens if the Annual Meeting is postponed or adjourned?
 
ELECTION OF DIRECTORSA:
(Proposal 1)  Unless a new record date is fixed, your proxy will still be good and may be voted at the postponed or adjourned Annual Meeting.  You will still be able to change or revoke your proxy at any time until it is voted.
 
Q: How can stockholders present proposals for inclusion in our proxy materials relating to our 2009 annual meeting?
A:  In order to be considered for inclusion in the proxy materials related to our 2009 annual meeting of stockholders, we must receive stockholders proposals no later than November 28, 2008.  If such proposal is timely received and in compliance with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), it will be included in the proxy statement and set forth on the form of proxy issued for such annual meeting of stockholders.
All stockholder proposals must comply with our Bylaws in order to be eligible for consideration at our Annual Meeting.  Our Bylaws are filed with the SEC, and stockholders should refer to the Bylaws for a complete description of the requirements.  Any stockholders who wish to nominate a director or present a proposal before the 2009 annual meeting must notify the Secretary of the Company no earlier than July 1, 2008, and no later than November 28, 2008.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 6, 2008.  The Company’s Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2007 are available at http://www.poolcorp.com/investors.

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ELECTION OF DIRECTORS
(Proposal 1)
General
 
Our By-laws, as amended, provide that the size of theour Board shall be fixed from time to time by resolution of the Board and vacancies on the Board may be filled by a majority of the directors then in office.
At the Annual Meeting, eight directors are towill be elected to serve a one-year terms, eachterm.  Each of the nominees has indicated his intention to serve if elected.  Should any of the director nominees be unable to take office at the Annual Meeting, your shares will be voted in favor of another person or other persons nominated by the Board.  Each director will hold office until his successor ishas been elected and qualified. Unless authority to vote forqualified or until the election of directors is withheld by appropriate designation on the proxy, the proxies solicited hereby will be voted FOR the election of each nominee. If any nominee should declinedirector’s earlier resignation or be unable to serve for any reason, votes will instead be cast for a substitute nominee designated by the Board. The Board has no reason to believe that any nominee will decline to be a candidate or, if elected, will be unable or unwilling to serve. Under the Company’s By-laws, as amended, directors are elected by plurality vote.removal.
 
Information about Our Directors and Nominees
 
The following information sets forth, as of February 14, 2007,2008, certain information about our directors, all of whom have been nominated for electionre-election to theour Board.  Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years.
WILSON B. SEXTON                                                                                      Director since 1993
                                                                    Age 70

Mr. Sexton has been the Chairman of the Board and one of our directors since 1993. From May 2001 to the present, Mr. Sexton has remained employed by us primarily in the area of investor relations. From January 1999 to May 2001, Mr. Sexton served as our Chief Executive Officer. Presently, Mr. Sexton also serves as a director of Beacon Roofing Supply, Inc. and Houston Wire and Cable Company.
ANDREW W. CODE                                                                                          
Name and age
Wilson B. Sexton (71)
§Chairman and director since 1993
§Our Chief Executive Officer from 1999 to 2001
§Director of Beacon Roofing Supply, Inc. and Houston Wire and Cable Company
Andrew W. Code (49)
§Director since 1993
§Partner of Code, Hennessy & Simmons, LLC, a Chicago-based private equity firm
§Director since 1993
Age 48

Mr. Code has been a partner of Code, Hennessy & Simmons LLC, a Chicago-based, private equity firm, for more than five years. Mr. Code also presently serves as a director of The Hillman Companies, Inc.
James J. Gaffney (67)
§Director since 1998
§Chairman of Imperial Sugar Company, and director of Beacon Roofing Supply, Inc., and Armstrong World Industries
§From 1997 to 2003, vice chairman of Viking Pacific Holdings, Ltd., chairman of Vermont Investments, Ltd. and provided consulting services to GS Partners II, L.P. and other affiliated investment funds
George T. Haymaker, Jr. (70)
§Director since 2004
§Director of Hayes Lemmerz International, Inc.
§From 2000 to 2007, non-executive chairman of Safelite Group, Inc., and from 2001 to 2006, chairman of Kaiser Aluminum Corporation
Manuel J. Perez de la Mesa (50)
§Director since 2001
§Our Chief Executive Officer since 2001
§Our President since 1999
§Our Chief Operating Officer from 1999 to 2001
§Director of American Reprographics Company
 
Member of our Compensation Committee of the Board of Directors.
JAMES J. GAFFNEY                                                   60;                            Director since 1998
Age 66

Mr. Gaffney presently serves as a member of various public and private boards of directors, including service as Chairman of the Board of Directors of Imperial Sugar Company and as a director of Beacon Roofing Supply, Inc., Armstrong World Industries, and Safelite Group, Inc. From 1997 through 2003, Mr. Gaffney served as Vice Chairman of the Board of Viking Pacific Holdings, Ltd. and Chairman of the Board of Vermont Investments, Ltd., a New Zealand-based conglomerate, and provided consulting services to GS Partners II, L.P. (a private investment fund affiliated with Water Street Corporate Recovery Fund I, L.P. and Goldman, Sachs & Co.) and other affiliated investment funds.
Chairman of our Nominating and Corporate Governance Committee and member of our Audit Committee of the Board of Directors.

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GEORGE T. HAYMAKER, JR                                                                                Director since 2004
Age 69
Mr. Haymaker presently serves as a member of various public and private boards of directors, including service as a director of Flowserve Corporation and Hayes Lemmerz International, Inc. Since 2000, Mr. Haymaker has served as the non-executive Chairman of Safelite Group, Inc., an auto glass and claims management service organization. From October 2001 through July 2006, Mr. Haymaker served as Chairman of the Board of Kaiser Aluminum Corporation.
Chairman of our Compensation Committee of the Board of Directors.
Name and age
Harlan F. Seymour (58)
§Director since 2003
§Chairman of ACI Worldwide, Inc. (ACI)
§From 2001 to 2007, conducted personal investments and business advisory services through
   HFS LLC
Robert C. Sledd (55)
§Director since 1996
§Chairman of Performance Food Group Company (PFG) since 1995 and director since 1987
§Chief Executive Officer of PFG from 1987 to 2001 and from 2004 to 2006
§Director of Owens and Minor Inc.
John E. Stokely (55)
§Director since 2000
§Our Lead Independent Director
§Director of PFG, O’Charley’s Inc. and ACI
§From 1999 to 2007, president of JES, Inc., an investment and consulting firm
MANUEL J. PEREZ DE LA MESA                                                                                   Director since 2001
Age 49
Mr. Perez de la Mesa has been our Chief Executive Officer since May 2001 and has also been our President since February 1999. Mr. Perez de la Mesa served as our Chief Operating Officer from February 1999 to May 2001. Mr. Perez de la Mesa is also a director of American Reprographics Company.
HARLAN F. SEYMOUR                                                   60;                              Director since 2003
Age 57
Mr. Seymour has conducted personal investments and business advisory services through HFS LLC, of which he serves as sole executive officer, since March 2001. Mr. Seymour also presently serves as Chairman of the Board of Transaction Systems Architects, Inc.
Member of our Audit Committee, the Nominating and Corporate Governance Committee and the Strategic Planning Committee of the Board of Directors.
ROBERT C. SLEDD                                                    ;                                 Director since 1996
Age 54
Mr. Sledd has served as Chairman of the Board of Directors of Performance Food Group Company (“PFG”) since February 1995 and as a director since 1987. Mr. Sledd served as Chief Executive Officer of PFG from 1987 to 2001 and from 2004 to 2006.
Member of our Audit Committee and the Compensation Committee of the Board of Directors.
JOHN E. STOKELY                                                                                          Director since 2000
Age 54
Mr. Stokely presently serves as a member of various public and private boards, including services as a director of PFG, O’Charleys, Inc. and Transaction Systems Architects, Inc. He has also served as President of JES, Inc., an investment and consulting firm, since August 1999.
Mr. Stokely is our Lead Independent Director, Chairman of the Audit Committee and member of the Nominating and Corporate Governance Committee of the Board of Directors.

 
The Board of Directors unanimously recommends that the stockholders vote “FOR”FOR the election of the nominees.

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Information about Our Executive Officers
 
The following information sets forth,table presents, as of February 14, 2007,2008, certain information about our Company’s 20062007 executive officers (other than Mr. Perez de la Mesa who appears in the preceding table), all.  We expect that each of whom are expected tothese officers will remain in theirhis or her current positionsposition following the Annual Meeting.
 

A. DAVID COOK                                                                                                  Age 51
Name and agePositions and recent business experience
A. David Cook (52)
Group Vice President
§Group Vice President since 2007
§Vice President from 1997 to 2007
§Director of National Sales Development of our principal operating subsidiary from 1993 to 1997
Mark W. Joslin (48)
Vice President, Chief Financial Officer
§Vice President, Chief Financial Officer since 2004
§Vice President of Corporate Development of Eastman Chemical Company (Eastman) from
    2002 to 2004
§Vice President and Controller of Eastman from 1999 to 2002
Stephen C. Nelson (61)
Vice President
§Vice President since 2002
§General Manager from 1998 to 2006
Kenneth G. St. Romain (45)
Group Vice President
§Group Vice President since 2007
§General Manager from 2001 to 2007
§Regional Manager from 1987 to 2001
Christopher W. Wilson (53)
Group Vice President
§Group Vice President since 2007
§Vice President from 2002 to 2007
§General Manager from 1998 to 2007
Jennifer M. Neil (34)
General Counsel, Secretary
§General Counsel since 2003
§Secretary since 2005
 
Mr. Cook has served as a Vice President since February 1997 and effective January 2007, was promoted to Group Vice President. From December 1993 until February 1997, he served as Director of National Sales Development for our principal operating subsidiary.
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MARK W. JOSLIN                                                   0;                                      Age 47
 
Mr. Joslin has served as our Vice President, Chief Financial Officer since August 2004. From December 2002 until August 2004, he served as Vice President of Corporate Development for Eastman Chemical Company (“Eastman”). From October 1999 to December 2002, he held the position Vice President and Corporate Controller for Eastman.
JOHN M. MURPHYAge 46
Mr. Murphy has served as a Vice President since February 1997 and from December 1993 until February 1997, he served as Director of Marketing for our principal operating subsidiary.
STEPHEN C. NELSON                                                                                                Age 60
Mr. Nelson has served as a Vice President since May 2002 and from June 1998 until December 2006, he also served as a General Manager.
RICHARD P. POLIZZOTTOAge 65
Mr. Polizzotto has served as a Vice President since May 1995. He has also served as Vice President of our principal operating subsidiary since December 1993.
CHRISTOPHER W. WILSON                                                                                          Age 52
Mr. Wilson has served as a Vice President since May 2002 and from March 1998 until December 2006, he also served as a General Manager. Effective January 2007, Mr. Wilson was promoted to Group Vice President.
 
Other Information about the Board of Directors and its Committees
Director Attendance at Meetings
 
Our Board Meetingsheld six meetings in the 2007 fiscal year.  As stated in our Corporate Governance Guidelines, we expect directors to attend all Board meetings and Director Independence.Themeetings of the Board of Directors met eight times during 2006. Duringcommittees on which they serve.  In the last full2007 fiscal year, each directorof our directors attended 75% or more of both the total number of Board meetings and the meetings of the Board and 75%committees on which he served.  We encourage each member of our Board to attend the Annual Meeting.  All of our directors attended the 2007 annual meeting.

Director Independence
To be considered independent under the NASDAQ Marketplace Rules, directors must be free from any relationship with management or more of the total number of meetings held by all committeesCompany, which, in the opinion of the Board, on which he served,would interfere with the exceptionexercise of Mr. Seymour, who attended two of the three Nominating and Corporate Governance Committee meetings.independent judgment.  The Board has determined that each member of the Board, other than Messrs.Mr. Perez de la Mesa and Mr. Sexton, meets the definition of “independent director”an independent director as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules (“NASDAQ”). Mr. Stokely has been designated by the Board as its lead independent director and as such, Mr. Stokely will preside at any meetings of the Board’s independent directors and perform such other functions as the Board may direct, including recommending agenda items for Board meetings.Rules.  The Board’s independent directors regularly meet in executive session (without management present) at each Board and committee meeting. We encourage each member of our Board of Directors to attend the Annual Meeting of our Stockholders. All of our directors, with the exception of Mr. Haymaker, attended the 2006 Annual Meeting.

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Lead Independent Director
 
The Lead Independent Director is elected by the Board.  The responsibilities of this position include the following:
(i)  preside at any meetings of the Board’s independent directors;
(ii)  assign tasks to the Board’s committees; and
(iii)  perform such other functions as the Board may direct, including recommending agenda items for Board meetings.
Mr. John E. Stokely currently serves as the Board’s Lead Independent Director.

Access to Management and Employees
Directors have full and unrestricted access to our management and employees.  Additionally, key members of management attend Board meetings from time to time to present information about the results, plans and operations within their areas of responsibility.

Communications with the Board. Board
Stockholders and other interested parties may communicate with the members of our Board by mail addressed to the full Board, a specific member of the Board or to a particular committee of the Board at 109 Northpark Boulevard, Covington, Louisiana 70433.  Communications are distributed to the Board, or to a specific member of the Board, as appropriate, depending on the facts and circumstances outlined in the communication.  In that regard, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be excluded, such as junk mail, mass mailings, resumes and other forms of job inquiries and business solicitations or advertisements.  In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable may be excluded.

Code of Ethics
 
Code of Ethics.We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers (including our principal executive officer and principal financial officer) and directors.  Our Code of Business Conduct and Ethics is posted on our website at www.poolcorp.com and can also be obtained free of charge by sending a request to our Corporate Secretary at 109 Northpark Boulevard, Covington, Louisiana 70433.

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Board Committees
 
Board committees work on key issues in greater detail than would be possible at full Board meetings.  The Board presently has anappointed four standing committees:  the Audit Committee, athe Compensation Committee, the Nominating and Corporate Governance Committee aand the Strategic Planning CommitteeCommittee.  Each of these Board committees consists entirely of independent directors and operates under a Compensation Committee described as follows:written charter, which sets forth the committees’ authorities and responsibilities.  These written charters are posted on our website at www.poolcorp.com.

The following table shows the membership of each of our Board committees and the number of meetings each committee held during the 2007 fiscal year.
 
 
Audit
Committee
Compensation
Committee
Nominating and
Corporate Governance
 Committee
Strategic Planning
 Committee
Andrew W. Code √  
James J. Gaffney√ Chair 
George T. Haymaker Chair  
Harlan F. Seymour√ √√
Robert C. Sledd√√  
John E. StokelyChair √ 
2007 meetings13426
A brief description of our Board committees and certain of their principal functions are outlined in the following sections.  These descriptions are qualified in their entirety by the full text of the Board committee charters.
Audit Committee.Committee
The Audit Committee assists the Board in monitoring:
 
•       management’s process for ensuring the integrity of our financial statements;
§ management’s process for ensuring the integrity of our financial statements;
 
•       the independent auditor’s qualifications and independence;
§ the independent registered public accounting firm’s qualifications and independence;
 
•       the performance of our internal audit function and independent auditors; and
§ the performance of our internal audit function and independent registered public accounting firm; and
 
•       management’s process for ensuring our compliance with legal and regulatory requirements.
§ management’s process for ensuring our compliance with legal and regulatory requirements.

The Audit Committee’s specific responsibilities are set forth in its written charter, a copy of which is posted on our website at www.poolcorp.com. The Board of Directors has determined that each member of the Audit Committee member meets the definition of an “independent director”requirements for independence, experience and expertise, including financial literacy, as defined byset forth in the Securities and Exchange Commission (“SEC”)applicable SEC and NASDAQ Rules 4200(a)(15) and 4350(d)(2)(A), andrules.  The Board has further determined that Messrs.Mr. Stokely, Mr. Gaffney and Mr. Sledd qualify asare “financial experts” as defined byin the SEC rulemaking and NASDAQ Rule 4350(d)(2)(A). During 2006, the Audit Committee held 11 meetings.rules.
 
Compensation Committee
The Compensation Committee makes recommendations to the Board regarding the compensation of our officers and our compensation policies and practices.  From time to time, the Compensation Committee engages an outside compensation consultant to provide an independent analysis of our executive and director compensation programs and in 2007, the Compensation Committee retained Lyons, Benenson & Company, Inc. (Lyons).  Lyons does not provide us with any other consulting services.  For more information regarding the processes used by the Compensation Committee to determine executive compensation, see the section titled “Compensation Discussion and Analysis” below.

8
Nominating and Corporate Governance Committee.Committee
The Nominating and Corporate Governance Committee’s primary purpose is to provide oversight on a broad range of issues surrounding the composition of the Board, including:
 
•       identifying individuals qualified to become Board members;
§ identifying individuals qualified to become Board members;
 
•       recommending to the Board director nominees for the next annual meeting of stockholders;
§ recommending to the Board director nominees for the next annual meeting of stockholders;
 
•       assisting the Board in the areas of committee member selection;
§ assisting the Board in the areas of committee member selection;
 
•       evaluation of the overall effectiveness of the Board and committees of the Board; and
§ evaluation of the overall effectiveness of the Board and committees of the Board; and
 
•       review and consideration of corporate governance practices.
§ review and consideration of corporate governance practices.

The Nominating and Corporate Governance Committee has the authority to recommend to the Board candidates for Board membership.  Stockholders may also make recommendations for director nominations by sending a letter to the Nominating and Corporate Governance Committee in care of our Corporate Secretary at 109 Northpark Boulevard, Covington, Louisiana 70433, or70433.  Alternatively, stockholders may make a nomination by complying with the notice procedures set forth in our By-laws, as amended. The specific responsibilities of the Nominating and Corporate Governance Committee are set forth in its written charter, a copy of which is posted on our website at www.poolcorp.com. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee meets the definition of an “independent director” as defined in the NASDAQ rules. The Nominating and Corporate Governance Committee met three times during 2006.
5

When identifying, evaluating and considering potential candidates for membership on our Board, including those recommended or nominated by stockholders, the Nominating and Corporate Governance Committee considers such things as the following:
 
•       relevant educational, business and industry experience;
§ relevant educational, business and industry experience;
 
•      demonstrated character and judgment;
§ demonstrated character and judgment;
 
•      whether the nominee is independent for NASDAQ purposes; and
§ whether the nominee is independent for NASDAQ purposes; and
 
§ 
•        for incumbent directors whose terms are set to expire, the director’s overall service to us during his term, including the number of meetings attended, level of participation and quality of performance.
including the number of meetings attended, level of participation and quality of performance.
 
Strategic Planning Committee.Committee
The Strategic Planning Committee performs the duties delegated by the Board of Directors concerning our strategic planning activities, including assistingassists senior management in the analysis and preparation of our strategic plan, and reportingthen reports and makes recommendations regarding our strategic plan to the Board.  Our strategic planning process involves defining the Company’s strategy and making recommendationsdecisions on allocating resources, including capital and people, to pursue this strategy.  Our strategic plan incorporates specific goals for growth and business development over the next three to five years, which we update and review with the Board of Directors concerning same. During 2006, the Strategic Planning Committee held five meetings.periodically.
 
Compensation Committee. The Compensation Committee makes recommendations to the Board regarding the compensation of our officers and our compensation policies and practices. The Compensation Committee’s specific responsibilities are set forth in its written charter, a copy of which is posted on our website at www.poolcorp.com. The Board of Directors has determined that each member of the Compensation Committee meets the definition of an “independent director” as defined by NASDAQ Rule 4200(a)(15). The Compensation Committee met four times during 2006. From time to time, the Compensation Committee engages an outside compensation consultant to provide an independent analysis of our executive and director compensation programs. In 2006, the Compensation Committee retained Lyons, Benenson & Company, Inc. to review and comment upon our Strategic Plan Incentive Plan and non-employee director compensation. Except for those consulting services from time to time requested by the Compensation Committee, this consulting firm does not provide us with other consulting services.
Compensation Committee Interlocks and Insider Participation
 
During the last fiscal year, none of the members ofGeorge T. Haymaker, Jr., Andrew W. Code and Robert C. Sledd served on the Compensation Committee wereand none of them served as officers or employees of the Company or any of its subsidiaries.  None of our executive officers served in the last fiscal year as a director or member of the board of directors or compensation committee of anyanother entity, one of whose executive officesofficers served as a member of our Board or Compensation Committee.

69

PRINCIPAL STOCKHOLDERS

In accordance with Rule 13d-3 under the Securities Exchange Act, of 1934 (the “Exchange Act”), the table below table sets forth, as of February 14, 2007,2008, certain information regarding beneficial ownership of Common Stock by (i) each of theour Named Executive Officers, (as defined below in “Executive Compensation”), (ii) each of our directors, (iii) all of our directors and executive officers as a group and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding Common Stock.  Based on information furnished to us by such stockholders, unless otherwise indicated, all shares indicated as beneficially owned are held with sole voting and investment power.
Name of Beneficial Owner
Number of Shares Beneficially Owned
 
Percentage of Outstanding
 Common Stock
Wilson B. Sexton1,140,346
(1)
2.2%
Andrew W. Code211,228
(2)
*
James J. Gaffney99,500
(3)
*
George T. Haymaker, Jr.29,750
(4)
*
Manuel J. Perez de la Mesa1,261,946
(5)
2.5%
Robert C. Sledd413,188
(6)
*
John E. Stokely100,063
(7)
*
Harlan F. Seymour48,875
(8)
*
A. David Cook236,478
(9)
*
Mark W. Joslin12,510 *
John M. Murphy282,703
(10)
*
Stephen C. Nelson75,970
(11)
*
Baillie Gifford & Co.4,629,534
(12)
9.1%
Baron Capital Group, Inc.2,782,840
(13)
5.5%
Columbia Wanger Asset Management, L.P.2,814,000
(14)
5.6%
T. Rowe Price Associates2,653,996
(15)
5.2%
TimesSquare Capital Management, LLC5,907,168
(16)
11.6%
Wasatch Advisors, Inc.3,417,930
(17)
6.7%
All executive officers and directors as a group (17 persons)4,636,250
(18)
9.2%
_______________

Name of Beneficial Owner
Number of Shares
 Beneficially Owned
 
Percentage of Outstanding
Common Stock
Wilson B. Sexton1,045,624(1)2.2%
Andrew W. Code210,983(2)*
James J. Gaffney82,670(3)*
George T. Haymaker, Jr.32,920(4)*
Manuel J. Perez de la Mesa1,379,386(5)2.8%
Robert C. Sledd402,183(6)*
John E. Stokely103,233(7)*
Harlan F. Seymour52,045(8)*
A. David Cook228,725(9)*
Mark W. Joslin17,539 *
Stephen C. Nelson97,905(10)*
Christopher W. Wilson76,432(11)*
Baillie Gifford & Co.6,015,927(12)12.7%
Columbia Wanger Asset Management, L.P.4,200,000(13)8.8%
Invesco Ltd.2,918,934(14)6.1%
T. Rowe Price Associates, Inc.2,519,445(15)5.3%
TimesSquare Capital Management, LLC4,205,645(16)8.9%
Wasatch Advisors, Inc.3,530,921(17)7.4%
All executive officers and directors as a group (17 persons)4,504,847(18)9.5%
*Less than one percent.

1.  Includes (i) 621,656507,750 shares that may be acquired upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 200714, 2008 all of which are held by a trust for which Mr. Sexton serves as trustee for the benefit of his children; (ii) 28,00031,000 shares held directly by a charitable foundation over which Mr. Sexton has voting and investment power with respect to such shares; and (iii) 490,328501,977 shares held by a trust for which Mr. Sexton serves as trustee for the benefit of his children.  Also includes 152,000 shares that are pledged as security.
2.  Includes (i) 14,167 shares that Mr. Code has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007;14, 2008; (ii) 70,231 shares held directly by a charitable foundation of which Mr. Code is a director, Presidentpresident and the sole member (although neither Mr. Code nor any members of his immediate family have a pecuniary interest in such shares); and (iii) 6,8303,415 shares held by Mr. Code as custodian for his children.Code’s son.
3.  Includes 48,87538,875 shares that Mr. Gaffney has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.
4.  Includes 29,750 shares that Mr. Haymaker has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.
7
5.  Includes 849,375969,375 shares that Mr. Perez de la Mesa has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.  Also includes 13,44511,030 shares beneficially owned by Mr. Perez de la Mesa’s wife and children and 359,475 shares held by an irrevocable trust for which Mr. Perez de la Mesa is the beneficiary and has voting power.
10
6.  Includes 210,598182,119 shares that Mr. Sledd has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.  Also includes 102,937 shares that are held in three trusts for the benefit of Mr. Sledd’s children, for which Mr. Sledd serves as the trustee.
7.  Includes 96,688 shares that Mr. Stokely has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.
8.  Includes 48,875 shares that Mr. Seymour has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.
9.  Includes 134,062124,500 shares that Mr. Cook has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.  Also includes 76,177 shares that are pledged as security and 1,701 shares beneficially owned by Mr. Cook’s wife.
10.        Includes 98,625 shares that Mr. Murphy has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.
11.    10.  Includes (i) 59,53177,531 shares that Mr. Nelson has the right to acquire upon exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007;14, 2008; (ii) 427437 shares held by Mr. Nelson’s daughter; (iii) 84 shares held by Mr. Nelson’s grandson; (iv) 500 shares which are held by a family trust over which Mr. Nelson serves as co-trustee; and (v) 9,437 shares held by a family trust, over which Mr. Nelson serves as a co-trustee and of which his wife is a beneficiary.
11.  Includes 54,750 shares that Mr. Wilson has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 14, 2008.
12.  Based upon such holder’s Schedule 13G13G/A filed with the SEC on February 9, 2007.6, 2008.  As investment advisor, Baillie Gifford & Co., (“Baillie”)(Baillie) has sole voting power over 3,734,8944,519,040 of the shares and sole dispositive power with respect to all shares.  The business address of Baillie is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
13.    Based upon a joint Schedule 13G filed with the SEC on February 14, 2007 by Baron Capital Group, Inc. (“BCG”), BAMCO, Inc. (“BAMCO”), Baron Capital Management, Inc. (“BCM”) and Ronald Baron. BCG and Ronald Baron have beneficial ownership of 2,782,840 shares (5.5%) with shared voting power over 2,700,340 of such shares and shared dispositive power over all of such shares. BAMCO has beneficial ownership of 2,752,900 shares (5.4%) with shared voting power over 2,670,400 of such shares and shared dispositive power over all of such shares. BCM has beneficial ownership of 29,940 shares (0.1%) over which it has shared voting and dispositive power. The advisory clients of BAMCO and BCM have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, our Common Stock in their accounts. To the best of BAMCO’s, BCM’s, BCG’s and Mr. Baron’s knowledge, no such person has such interest relating to more than 5% of our outstanding Common Stock. BCG and Ronald Baron disclaim beneficial ownership of shares held by their controlled entities (or the investment advisory clients thereof) to the extent such shares are held by persons other than BCG and Ronald Baron. BAMCO and BCM disclaim beneficial ownership of shares held by their investment advisory clients to the extent such shares are held by persons other than BAMCO, BCM and their affiliates. BAMCO and BCM are subsidiaries of BCG. Mr. Ronald Baron owns a controlling interest in BCG. The business address of such persons is 767 Fifth Avenue, New York, New York 10153.
14.    13.  Based upon such holder’s Schedule 13G13G/A filed with the SEC on January 12, 2007.29, 2008.  As investment advisor, Columbia Wanger Asset Management, L.P. (“Columbia”)(Columbia) has sole voting power over 2,614,0004,000,000 shares and sole dispositive power with respect to all shares.  The shares reported herein include the shares held by Columbia Acorn Trust (“CAT”)(CAT), a Massachusetts business trust that is advised by Columbia.  CAT holds 5.0%7.19% of our outstanding Common Stock.  The business address of Columbia is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.
15.    14.  Based upon such holder’s Schedule 13G filed with the SEC on February 14, 2007.13, 2008.  As investment advisor, Invesco, Ltd (Invesco) has beneficial ownership of 2,918,934 shares (6.14%) with sole voting power over 2,918,810 of such shares and sole dispositive power with respect to all shares.  The business address of Invesco is 1360 Peachtree Street NE, Atlanta, GA  30309.
15.  Based upon such holder’s Schedule 13G/A filed with the SEC on February 12, 2008.  These securities are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. (“Price Associates”)(Price Associates) serves as investment adviser with power to directordirect investments and/or sole power to vote the securities.  For purposes ofUnder the reporting requirements of the Securities Exchange Act, of 1934, Price Associates is deemedconsidered to be the beneficial owner of suchthese securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.  The business address of Price Associates is 100 East Pratt Street, Baltimore, Maryland 21202.
16.  
Based upon such holder’s Schedule 13G13G/A filed with the SEC on February 9, 2007.January 31, 2008.  All of the shares reported are owned by investment advisory clients of TimesSquare Capital Management, LLC (“TimesSquare”)(TimesSquare) and such clients have the right to receive dividends from and proceeds from the sale of such shares.  To TimesSquare’s knowledge, the interest of no one of the clients relates to more than 5% of the class.  In its role as investment adviser, TimesSquare has sole voting power over 3,574,617 shares and dispositive power with respect to all shares.  The business address of TimesSquare is 1177 Avenue of the Americas, 39Four Times Square, 25thth Floor, New York, New York 10036.
8
17.  Based upon such holder’s Schedule 13G13G/A filed with the SEC on February 14, 2007.2008.  As investment advisor, Wasatch Advisors, Inc. (“Wasatch”)(Wasatch) has voting and dispositive power with respect to all shares.  The business address of Wasatch is 150 Social Hall Avenue, Salt Lake City, Utah 84111.
18.  Includes 2,686,8332,630,136 shares that such persons have the right to receive upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before April 15, 2007.14, 2008.  Also includes 962,677974,326 shares held in a family trust, 98,231trusts, 101,231 shares held in a charitable foundationfoundations and 59,11453,294 shares held by family members of such persons.

11

EQUITY COMPENSATION PLAN INFORMATION

For a complete description of the Company’s equity compensation plans, see Note 7 to the Company’s 2007 Annual Report on Form 10-K, which is incorporated herein by reference.

The following table provides information about shares of Common Stock that may be issued upon the exercise of options under all of the Company’s existing equity compensation plans as of December 31, 2007.

Plan category
Number of shares of
Common Stock to be issued
upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights ($)Number of shares of Common Stock remaining available for future issuance under equity compensation plans
Equity compensation plans approved by stockholders   
 2007 Long-Term Incentive Plan (2007 LTIP)271,42537.85
1,181,174(1)
 2002 Long-Term Incentive Plan (2002 LTIP)2,444,53125.58—
 1998 Stock Option Plan2,713,6617.37—
 1995 Stock Option Plan37,2742.67—
 Employee Stock Purchase Plan——455,270
 Non-Employee Directors Equity Incentive Plan410,47417.90—
Equity compensation plans not approved by stockholders— ——
    TOTAL5,877,36517.051,636,444
1.  Includes 37,599 shares that may be issued as restricted stock
As of December 31, 2007, the weighted-average remaining contractual term of outstanding stock options is approximately 4.78 years. Of the outstanding options, 3,572,108 are vested and exercisable and these shares have a weighted-average exercise price of approximately $9.65 per share.  The 2,305,257 unvested options have a weighted-average exercise price of approximately $27.63 per share.
12

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Committee (the “Committee”), whichCommittee) is comprised solely of independent directors setswithin the Company’s compensation philosophymeaning of applicable Securities and reviewsExchange Commission and determines, or recommendsNASDAQ Marketplace Rules.  The Committee’s responsibilities and duties are outlined in detail in our Compensation Committee charter, which is available on our website at www.poolcorp.com.  Pursuant to the Board,charter, the Committee is responsible for oversight of our executive compensation and benefits for our executive officers and certain other key Company employees. After consideration of the Committee’smakes recommendations to the entire Board reviewswith respect to director compensation, incentive-compensation plans for senior management and approvesequity-based plans for all employees.  The Committee has full and final authority in connection with the salariesadministration of our stock plans and bonusesin its sole discretion, may grant options and benefit programs for our executive officers and certain other key employees.make awards of shares under such plans.

The Committee has twothree regularly scheduled meetings each year and meets at other times as necessary.  At its Fall meeting, the Committee’s agenda may generally include, among other things, review and discussion of the following: (i) our policies and programs for the development of senior management and senior management succession; (ii) the Committee’s Charter; (iii) interim stock option grants awarded by the Chief Executive Officer (“CEO”) pursuant to the Committee’s delegation; (iv) an initial draft of our compensation discussion and analysis; (v) new compensation related rules and pronouncements; (vi) the Committee’s self-evaluation process; and (vii) other items and organizational duties that may arise. At its Winter meeting, typically held in February, the Committee’s agenda may generally include, among other things,includes review and discussion of the following: (i) compensation, benefits, performance and corporate goals and objectives of executive officers and key employees; (ii) our compensation discussion and analysis; (iii)
§ compensation, benefits, performance and corporate goals and objectives of executive officers and senior managers;
§ our Compensation Discussion and Analysis;
§ the Committee’s Compensation Report;
§ the Committee’s composition, independence and self-evaluation results;
§ non-employee director compensation;
§ our incentive compensation plans and equity-based plans;
§ equity grants;
§ new compensation related rules and pronouncements; and
§ other items and organizational duties that may arise.

At its Summer meeting, typically held in August, the Committee’s Compensation Report; (iv)agenda generally includes review and discussion of the following:
§ organizational planning and development of senior management, including succession planning;
§ equity grants, if any; and
§ other items and organizational duties that may arise.

At its Fall meeting, typically held in October or November, the Committee’s composition, independenceagenda generally includes review and self-evaluation results; (v) non-employee director compensation; (vi) our incentive compensation plans and equity-based plans; (vii) interim stock option grants awarded bydiscussion of the CEO pursuant to the Committee’s delegation; (viii) new compensation related rules and pronouncements; and (ix) other items and organizational duties that may arise. In 2007, the Committee intends to add a third regularly scheduled meeting in August to review organizational planning and development of senior management.following:
§ the Committee’s Charter;
§ equity grants, if any;
§ an initial draft of our Compensation Discussion and Analysis;
§ new compensation related rules and pronouncements;
§ the Committee’s self-evaluation process; and
§ other items and organizational duties that may arise.

The Committee has the authority to engage the services of outside advisers, experts and others to aid it.  Specifically, the Committee may periodically retain compensation consultants are retained periodically to review the overall structure and design of our compensation programs and their suitability in meeting our compensation objectives.  In addition, when changes to specific compensation programs are considered, like the addition of the Strategic Plan Incentive Plan (“SPIP”) adopted in 2006 and as described in the “Long-Term Non-Equity Incentive” section below, the Committee may use an outside consultant to review the design and suitability of that specific program.

In 2007, the Committee engaged Lyons, Benenson & Company, Inc. (Lyons) to review and comment upon director and senior management compensation.  Lyons reported directly to the Committee Chairman.  The Committee provided Lyons with preliminary instructions and in particular, instructed Lyons to examine our director compensation program against our peer group as well as the broader market for directors at companies similar in size.  The Committee then requested that Lyons provide advice on the competitiveness of our director compensation program and recommend any changes.  Based on Lyons’ recommendations, the Committee recommended to our Board that our director compensation program be revised and in May 2007, the program was revised.  See “Director Compensation” below.  Lyons further reviewed and provided advice on the composition of our 2007 and 2008 peer groups and our senior management compensation structure, which the Committee relied upon in setting our 2008 executive compensation.  Lyons’ analysis, which was presented to the Committee Chairman for the Committee’s consideration, included review of publicly available proxy data for the peer group as well as its proprietary survey data.

Additionally, with regard to executive compensation, the Committee relies upon data, analysis and recommendations from our CEO.  The CEO assists the CEO.Committee with developing the peer group analysis and provides recommendations with respect to potential senior management compensation.  The Committee reviews such recommendations, but ultimately uses its collective judgment to determine senior management compensation.  The CEO does not provide recommendations for his own compensation as the Committee independently determines and approves his compensation.  Although the CEO attends Committee meetings at which executive compensation matters are considered, he is not present when the Committee deliberates or votes on his compensation.

13
Compensation Philosophy

Our senior management compensation philosophy is that total compensation should be targeted to be “at market” overall, should vary with our performance in achieving financial and non-financial objectives, should be tied to individual and group performance and that any long-term incentive compensation should be closely aligned with shareholders’ interests. We believe that at-risk compensation at risk should rise as an employee’s responsibility increases. Our strategic compensation design priorities emphasize our philosophy: pay-for-performance, employee retention, cost management, internal equity among employees, alignment with shareholders’ interestsphilosophy and continued focus on effective corporate governance.are as follows:
§ pay-for-performance;
§ employee retention;
§ cost management;
§ internal equity among employees;
§ alignment with shareholders’ interests; and
§ continued focus on effective corporate governance.

The Committee determines “market” compensation through a process that includes a review of our executive compensation programs and practices and an analysis of all executive compensation elements. The Committee compares these compensation components individually and in the aggregate to the compensation of the top five most highly compensated executive officers of companies it uses as its senior management “peer group” (the peer group is sometimes referred to as the “market”) as published in their proxy statements.  The peer group consists of a cross-industry subset of National Association of Wholesale Distributors, all of which are publicly traded companies considered to be in a size range (based on revenue, market capitalization and EBITDA) that individually and in the aggregate are comparable to us.  The Committee reviews the total annual compensation opportunity that each executive could potentially receive and, for perspective, reviews previous years’ compensation value for executives and the relationship to other employees at the Company.

9
Our 2007 peer group consisted of the following:
    
Our peer groups in 2006 and 2007 are listed below. The change between 2006 and 2007 in the composition of our peer group is attributable to an acquisition of one of our 2006 peer group companies.
 ▪ Airgas, Inc.   ▪ Patterson Companies, Inc.
 ▪ Beacon Roofing Supply, Inc.   ▪ Performance Food Group Company
 ▪ Central Garden and Pet Company ▪ PSS World Medical, Inc.
 ▪ Fastenal Company ▪ Uap Holding Corp.
 ▪ Interline Brands, Inc.  ▪ Watsco, Inc.
 ▪ MSC Industrial Direct Company Inc.

20062007
Airgas, IncAirgas, Inc.
Beacon Roofing Supply, Inc.Beacon Roofing Supply, Inc.
Central Garden and Pet Co.Central Garden and Pet Co.
Fastenal CompanyFastenal Company
Hughes Supply, Inc.Interline Brands, Inc.
Interline Brands, Inc.MSC Industrial Direct Co. Inc.
MSC Industrial Direct Co. Inc.Patterson Companies
Patterson Companies, Inc.Performance Food Group, Inc.
Performance Food Group CompanyPSS World Med. Inc.
PSS World Med. Inc.Uap Hldg Corp.
Uap Hldg Corp.Watsco, Inc.
Watsco, Inc. 

Based upon itsthe Committee’s review of the market data, the Committee believes that individually and as a group, 2007 senior management compensation is currentlywas below market levels, due in part to our rapid growth over the last several years compared to our peers.  To address this issue as well as to fill a gap in senior management compensation plans focused on improving our intermediate-term performance, we added the SPIP in 2006 as discussed in the “Long-Term Non-Equity Incentive” section below. While2006.  However, performance under the 2006 SPIP did not result in additional compensation payments to senior management for the 2006 or 2007 plan period,period.  Accordingly, the Committee believesre-evaluated the additional compensation opportunity2006 SPIP and in 2008, replaced it with a new program to executives underbetter address the SPIP should in time fill this gap in market pay.senior management compensation and also adjusted certain compensation components, such as base salary and annual cash incentive potential.

Objectives

14

Objectives
Our compensation objective is to link compensation to continuous improvements in corporate performance and increases in shareholder value. This objective applies to all employees, with a more significant level of at-risk compensation at risk as an employee’s responsibility increases. Our executive compensation program goals are as follows:

§ 
set pay levels that are necessary to attract, retain and motivate highly qualified executives considering the overall market competitiveness
Set pay levels that are necessary to attract, retain and motivate highly qualified executives considering the overall market competitiveness for executive talent while balancing the relationship between total shareholder return and direct compensation;

Align executive pay with shareholders’ interests;
§ align executive pay with shareholders’ interests;

Recognize superior individual and group performance;
§ recognize superior individual and group performance;

§ 
balance short-term and long-term compensation to complement our annual and long-term business objectives and strategies and encourage
Balance short-term and long-term compensation to complement our annual and long-term business objectives and strategies and encourage the fulfillment of our objectives and strategies through executive performance;
§ offer compensation opportunities based on our performance; and
§ encourage equity participation by executives.
Implications
To achieve our objectives, and strategies through executive performance;

Offer compensation opportunities based on our performance; and

Encourage equity participation by executives.

Implications

Wewe use a variety of equity and non-equity and short-term and long-term compensation components to achieve our objectives.components.  In determining the proper mix among these components, we try to balance our short-term objectives with our long-term strategic growth objectives while enabling us to recruit and retain talent and create long-term value for both executives and shareholders.

Compensation Components

The Committee regularly reviews our executive compensation program, using independent experts as needed to provide advice and validation and to ensure that pay levels and compensation opportunities are competitive with similar positions in the market and reflect the Company’s performance. Eachdetermines each compensation component’s weight, is determined considering the peer group at a total delivered compensation, total cash compensation and the amount “at-risk” and “fixed”.

10
We rely on various standard compensationThe primary components to deliverof annual pay to our executives. The compensation program includes:executive officers are as follows:

•       base salary;
§ base salary;
•       annual cash incentive (bonus);
•       long-term equity incentive (stock options or time lapsed restricted shares);
§ annual cash incentive (bonus);
•       long-term non-equity incentive (SPIP); and
•       benefits.
§ long-term equity incentive (stock options or restricted shares);
§ long-term non-equity incentive (SPIP); and
§ benefits.

As discussed in “Compensation Philosophy”above, we believe that employees at senior levels should have a larger proportion of total compensation delivered through pay-for-performance cash incentives and long-term equity compensation; as a result, their compensation will be more significantly correlated, both upward and downward, to the Company’sour financial and stock price performance. Because of this correlation, the Committee believes its executives have more “compensation risk” than its peer group’s executives. Additionally, for perspective, the Committee will review previous years’Each compensation value for executives and the relationship to other employees at the Company. Discussed belowcomponent is each compensation component.discussed in more detail below.

Base Salary
(Summary Compensation Table, Column 3)

Although weSalaries provide executives with a base level of income and help achieve the objectives outlined above by attracting and retaining strong talent.  We target total executive total compensation and total cash compensation at the adjusted peer group’s median compensation for similar positions,positions.  However, our base salary is more conservative and thus, consistent with our overall philosophy of at-risk or pay-for-performance.  We offer base salary at a level necessary to advance both short- and long-term shareholders’ interests while also ensuring that we are able to attract and retain executive management talent.

We compare executive base salary with other employees’ compensation for internal pay equity purposes.  In determining an executive’s base salary, the Committee reviews Company and individual performance information and peer group executive compensation information derived from compensation surveys. The Committee also reviews the total pay that each executive could potentially receive in the next 10 years under continuing employment scenarios with us. For this review, total pay includes all executive total cash compensation from continuing employment, the future equity incentives value under varying stock price growth assumptions and, as applicable, the impact from accelerated vesting upon a change in control.

15

Annual Cash Incentive
(Summary Compensation Table, Column 6)4)
(Grants of Plan-Based Awards, Columns 3-4)

We use an annual cash incentive (“annual bonus”)(annual bonus) to focus corporate behavior on short-term goals for growth, financial performance and other specific financial and business improvement metrics. Based on the target bonus concept, we offer executives the opportunity to earn goal-oriented awards that are responsive to changing internal and external business conditions from year to year. Each year, objectives are set for the Company, our business units and individual executives against which actual performance is later measured. At the year’s first Committee meeting—meeting, which is generally held in February, the Committee approves annual bonus payments for the prior year’s performance and reviews and approves goals for each Named Executive Officer for the current year. These goals are based primarily on objective performance criteria. Annual bonus payments, if any, are normally made in February after the end of the performance period in which the bonuses were earned.

In 2006,2007, the annual bonus calculation for Mr. Perez de la Mesa and the other Named Executive Officers contained the following two objective performance criteria categories—specific Company financial measures and specific business objectives. categories:
§ specific Company financial measures; and
§ certain business objectives.

The following table below details various compensation opportunities available to each of our Named Executive Officers under various performance scenarios. The extent to which objectives are achieved determines the incentive earned.  In 2006,2007, the potential annual bonus for our Named Executed Officers was limited to 100% of base salary.

11

Annual Cash Incentive (Expressed as a percentage of base salary)

Diluted Earning per Share (1)
Operational Cash Flow (2)
Return on Total Assets (3)
 
Other Specific Business Objectives(4)
 
Maximum Opportunity
Diluted Earning per Share (1)
Operational
Cash Flow (2)
Return on Total Assets (3)
Other Specific Business Objectives(4)
Maximum Opportunity
td.70
 td.75
 td.80
 td.85
 $80M
 td00M
 21%
 22%
 23%
td.00td.05td.10td.15$80Mtd00M20%21%22%
Mr. Perez de la Mesa15%30%45%60%0%10%3.5%7%10%20%100%15%30%45%60%0%10%3.5%7%10%20%100%
Mr. Joslin102030400103.571040100102030400103.571040100
Mr. Cook12.52537.550N/A5010012.52537.550N/AN/AN/AN/AN/A50100
Mr. Murphy12.52537.550N/A50100
Mr. Nelson12.52537.550N/A5010012.52537.550N/AN/AN/AN/AN/A50100
Mr. Wilson12.52537.550N/AN/AN/AN/AN/A50100
1.Based on our diluted earnings per share for the year ended December 31, 2006,2007, with pro formapro-forma adjustments deemed appropriate by the Compensation Committee.
2.Based on our net cash provided by operating activities for the year ended December 31, 2006,2007, with pro formapro-forma adjustments deemed appropriate by the Compensation Committee.
3.Based on our return on total assets for the year ended December 31, 2006,2007, which is calculated by dividing 20062007 pre-tax income by average total assets, with pro formapro-forma adjustments as necessary to account for non-operating activities that affect return on assets.  We calculate average total assets by dividing the sum of total assets at each month end by twelve.
4.Each executive’s specificrespective business objectives reflect operational improvements related to their specific responsibilities.

Mr. Perez de la Mesa’s other specific business objectives relate to organization planning and development (10%) and strategic plan development (10%). the following:
§ organization planning and development (10%); and
§ strategic plan development (10%).
Mr. Joslin’s other specific business objectives relate to treasury and investor relations (8%), financial, audit and tax management (8%), human resources (8%), business support (8%) and expense management (8%). the following:
§ treasury and investor relations (8%);
§ financial, audit and tax management (8%);
§ human resources (8%);
§ business support (8%); and
§ expense management (8%).
16
Mr. Cook’s other specific business objectives relate to gross margin improvement (10%), increases in net sales (15%) and sales and marketing initiatives (25%). the following:
§ group operating profit and return on assets (35%);
§ sales and marketing initiatives (10%); and
§ organizational planning and development (5%).
Mr. Murphy’s other specificNelson’s business objectives relate to gross margin improvement (10%), increases in net sales (10%), global sourcing initiatives (20%) and complementary products sales (10%). the following:
§ inventory (12.5%);
§ budget objectives (15%);
§ specific operations objectives (12.5%); and
§ strategic plan coordination (10%).

Mr. Nelson’s other specificWilson’s business objectives relate to inventory (20%), budget objectives (20%), specific operations objectives (5%) and real estate/leasing objectives (5%). For eachthe following:
§ group operating profit and return on assets (35%);
§ sales and marketing initiatives (10%); and
§ organization planning and development (5%).

Each of the above executive officers, their other specificofficer’s respective business objectives reflect our focus on continued growth and improvement in execution over our past performance.  We believe that in each case, the objectives set are attainable, but represent stretch goals that each executive may or may not be able to achieve.

In setting annual cash incentive measures, significant weight wasis given to our overall performance as measured by diluted earnings per share.  We believe that diluted earnings per share is the best annual bonus measure because it is the best short-term shareholder value indicator, it is performance-based and it is an effective annual measurement. We also set individual measures that give the greatest impact and correlation to overall performance-basedperformance based on the respective executive’s duties, as each executive’s role and responsibility toward achieving our performance and increased value differs.  The Committee may allow discretionary adjustments based on an individual executive’s exceptional performance in one or more categories; but total payouts cannot exceed the overall cap equalcap. The Committee applied this discretion and awarded our executive officers approximately 10% to 20% of base salary.salary above the calculated bonus levels for the 2007 annual bonus plan.  In exercising its discretion, the Committee took into account our relative performance in an extremely difficult market and each executive’s individual contribution to that performance.  The Committee believes this discretionary aspect enables a more comprehensive performance review without relying solely on a formula based approach.

Long-Term Non-Equity Incentive
(Summary Compensation Table, Column 4)
(Grants of Plan-Based Awards, Columns 3-4)
In 2006, our shareholders approved the 2006 SPIP for our senior officers and general managers.  The 2006 SPIP was implemented to provide senior management with an additional incentive to execute strategic initiatives and achieve substantial organic growth in operating profit and earnings per share over a three-year period.  The 2006 SPIP was also intended to provide an opportunity to bring senior management’s cash and total compensation to market levels.

We adopted this long-term non-equity incentive method to integrate the strategic plan process into management’s compensation, contribute to continuing our historical accelerated growth and compensate our executives commensurate with our peers.  The 2006 SPIP was also to afford us the opportunity to focus our executives’ efforts on performance measures other than stock price and offer long-term reward possibilities that are not exclusively dependent on stock price improvement.

Under the 2006 SPIP, each of our Named Executive Officers was eligible to earn an incentive in an amount up to two times his base salary based on our organic growth in earnings per share over a three-year period.  Our Named Executive Officers’ opportunity to earn an award under the 2006 SPIP was based on our internal earnings per share growth at a compounded annual growth rate greater than 20% during a performance period.  No awards were earned under the 2006 SPIP in 2006 or 2007.  As a result, the Committee re-evaluated the SPIP and at its February 2008 meeting, replaced the SPIP with a new Strategic Plan Incentive Program (new Program).  This new Program also serves to provide senior management with an additional incentive to be earned upon the achievement of specified earnings objectives related to our strategic plan.
17

Long-Term Equity Incentive
(Summary Compensation Table, Columns 4-5)5-6)
(Grants of Plan-Based Awards, Columns 5-8)
(Outstanding Equity Awards at Fiscal Year-End)

Our approach to long-term incentives in 2006 consists2007 consisted of an equity-based incentive that focuses executives onincentives principally in the form of stock price improvements and providesoptions, which provide reward only upon improvement in our stock price.  Additionally, we closely align employee interests with the longer-term shareholders’ interests by encouraging equity participation in the Company.  All management-level employees are eligible to receive stock options.  Each respective employee’s responsibility and performance and relevant market data determined the individual option grant levels in 2006.2007.  We believe that long-term equity incentives in the form of stock options alignsalign executive performance with shareholder interest because employees have a vested interest in our stock performance and the value only appreciates from stock price improvement after the grant date.  Equity compensation encourages our executives to have an owner’s perspective in managing our Company.  Although we encourage executive stock ownership, we have no established requirements on Company stock ownership.
We have reviewed other long-term equity compensation forms.  Considering the impact from alignment with shareholder interests, accounting costs, perceived value and cash cost, we believe that long-term equity incentive based, primarily in the form of stock options, is the best alternative.  We have inuse the past, however, granted shares of restricted stock. Most recently, in 2004 we granted up to one-third of certain executives’ stock option grants as restricted shares upon meeting certain performance milestones to reward extraordinary, consistent, long-term Company growth.

12
Stock options generally vest on either a 5-year cliff basis or a split 3/5-year cliff basis based on employee service with the Company. We usefollowing vesting schedules to encourage employee equity holding and employment retention. Although we encourage executive stock ownership,retention:
Length of Service to the Company Option Vesting Schedule
Less than five years100% vest five years after the grant date
More than five years
50% vest three years after the grant date
50% vest five years after the grant date

In 2007 and periodically in the past, we have no established requirements ongranted shares of restricted stock.  In 2007 and 2004, we granted restricted shares in an amount up to one-third of the number of stock options granted to certain executives.  These shares were awarded to reward extraordinary, consistent, long-term Company growth.  Restricted shares convey all the rights of a shareholder, including the right to vote and receive dividends, but the executive may not sell or transfer the shares during the vesting period.  Employee restricted stock ownership.awards generally vest after 5 years of continued service to the Company, which we believe provides a strong, long-term performance and retention incentive for executives.

Our current practice is toCurrently, we grant stock options and determine their exercise price at the year’s first Committee meeting, which is normally held in February.  This annual basis aligns with the annual performance-review and compensation-adjustment cycle.  In 2007, and subject to shareholder approval of Proposal 2 below, executive officers and certain other senior managers will receivereceived their equity grants at the annual stockholder meeting scheduledheld in May becauseafter we obtained shareholder approval of the limited number of shares remaining available for grants.our 2007 LTIP.  Stock options are granted at an exercise price equal to our stock’s closing price on the grant date.  EmployeesThe Committee may also award stock options to employees hired during the year may also be awarded stock options by the Committee or by the CEO pursuant to discretion granted to him by the Committee.year.

As an employee’s responsibility increases, stock options will become a greater percentage of his or her total compensation, equating to more at-risk compensation to higher-level employees.  Equity grants are a key element to our market-competitive total compensation packages.

Long-Term Non-Equity Incentive
(Summary Compensation Table, Column 6)
(Grants of Plan-Based Awards, Columns 3-4)

In 2006, our shareholders approved the SPIP for our senior officers and general managers. The SPIP’s purpose is to promote the Company and our shareholders’ interests by providing senior management with an additional incentive to execute strategic initiatives and achieve substantial organic growth in operating profit and earnings per share over a three-year period. At the same time, the SPIP provides an opportunity to bring senior management’s cash and total compensation to market levels.

We use this long-term non-equity incentive method to integrate the strategic plan process into management’s compensation, contribute to our continuing accelerated growth and compensate our executives commensurate with our peers. The SPIP also affords us the opportunity to focus our executives’ efforts on performance measures other than stock price and offer long-term reward possibilities that are not exclusively dependent on stock price improvement.

Under the SPIP, each of our Named Executive Officers is eligible to earn an incentive in an amount up to two times base salary based on our organic growth in earnings per share over a three-year period. This incentive will be fully effective in the 2008 period with our 2005 earnings objective serving as the initial baseline. As the SPIP is phased in, participants are eligible to earn up to one-third of the total plan incentive for 2006 performance and two-thirds of the total plan incentive for 2006 through 2007 performance. Our Named Executive Officers’ opportunity to earn an award under the SPIP is based on our internal earnings per share growth at a compounded annual growth rate greater than 20% during a performance period. No award will be earned unless the compounded earnings per share growth exceeds 20%. A 20% earnings per share growth will result in no award, a 25% earnings per share growth will result in an award equal to base salary and a 30% earnings per share growth will result in an award of two times annual base salary. Growth rates between these benchmarks will result in prorated awards.

Savings Plans
(Summary Compensation Table, Column 7)
(All Other Compensation Table, Column 4)
(Nonqualified Deferred Compensation)

Our 401(k) Plan permits eligible employees to defer up to the Internal Revenue Code limit.  For 2006,2007, the limit was $15,000$15,500 or $20,000$20,500 for participants who attained the age of 50 during the plan year.  We provide a discretionary Company matching contribution of 50% of a participant’s deferrals up to 8% of the lesser of the participant’s eligible cash compensation or the Internal Revenue Code’s applicable year dollar limit. Effective January 1, 2007, the 401(k) Plan was amended in order to provide us with the advantages of certain administrative benefits offered by IRS guidance. In effect, we will contribute a 100% match on the first 3% of compensation deferred, a 50% match on deferrals between 3% and 5% and no match on deferrals over 5%.

13
The PoolCorp Deferred Compensation Plan, which allows certain employees who occupy key management positions (including all of the Named Executive Officers) to defer eligible cash compensation, providesallows participants to receive matching contributions like thoseon the same percentage of eligible compensation as offered under the 401(k) Plan.  Our total Company matching contributions given to a participant under the 401(k) Plan and the PoolCorp Deferred Compensation Plan during any one year may not exceed 4% of a participant’s eligible cash compensation.


Perquisites
18

Perquisites
(Summary Compensation Table, Column 7)

(All Other Compensation Table)
Our philosophy is that perquisites should be limited. In line with our philosophy, our executives are offered few benefits that are not otherwise available to all of our employees.  We provide certain employees, including the Named Executive Officers, with their choice of either a Company vehicle (including maintenance, insurance and fuel) or an auto allowance. We allow these employees to use their vehicles for personal and business reasons.  Officers are also permittedAt the end of a lease term, officers may choose to purchase their Company vehicle at book value.  Additionally, we waive medical and dental monthly premiums for officers, including each of the Named Executive Officers.

Employee Stock Purchase Plan

We offer all eligible employees the opportunity to buy Company stock through a tax-qualified employee stock purchase plan. Under this plan, employees may choose to buy up to the greater of $25,000 or 1,000 shares of Company stock per year at a 15% discount to the market price (subject to certain limitations). The objective is to encourage employees to participate in the ownership of the Company and to allow employees to share in the value of our stock increases over time.

Post-Employment Matters

Pursuant toUnder Mr. Perez de la Mesa’s employment agreement, Mr. Perez de la Mesa is entitled toif the Company terminates his employment other than for cause, he will receive his base salary for a period of six months upon any termination of his employment by the Company other than for cause (as defined in the agreement).months.  The agreement also provides that Mr. Perez de la Mesa shallmay not compete with the Company for two years following the termination of his employment.  Pursuant to the employment agreements of theThe other Named Executive Officers such Named Executive Officers are entitledhave also signed employment agreements, which entitle them to receive their respective base salary for a period of up to three months if terminated for reasons other than cause, and are subject to a one-year non-compete.which prevent them from competing with the Company for one year following such termination.  The Committee believes this is an amountthese provisions are necessary to recruit highly talented executives and is veryare conservative considering current market conditions and competing businesses.  Further, the Committee believes that these payment levels are below the general practice among comparable companies.

We do not provide any defined benefit pension arrangements nor do we provide any other compensation arrangements to our Named Executive Officers other than those discussed hereinabove or otherwise available to all Company employees.

Certain Tax Considerations

Under Section 162(m) of the Internal Revenue Code (“Section(Section 162(m)”), public companies may generally disallowsnot take a tax deduction to public companies for compensation in excess of $1 million paid to a company’s chief executive officer or any of the four other most highly compensated officers.  Our policy with respect to Section 162(m) is to make reasonable efforts to ensure that compensation is deductible without limiting our ability to attract and retain qualified executives.  We have not adopted a policy that all compensation must be deductible.

If compensation qualifies as “performance-based” under Section 162(m), it does not count against the $1 million deduction limit.  Management believes the stock option awards under our 1998 Stock Option Plan (the “1998 Plan”)1998 Plan), 2002 LTIP and 2002 Long-Term Incentive Pan (the “2002 LTIP”)2007 LTIP presently meet the performance-based compensation requirements under Section 162(m).  We expect that 20062007 compensation paid to executive officers is fully deductible.

Summary

After review of all existing programs, consideration of current market and competitive conditions, and alignment with our overall compensation objectives and philosophy, we believe that the total compensation program for our executives is appropriately focused on increasing value for shareholders and enhancing corporate performance. We believe that a significant part of executive pay is properly tied to stock appreciation or shareholder value through stock options, restricted stock grants and incentive performance measures. We further believe that our executive compensation levels, while currently below market, have the potential to be competitive with the compensation programs offered by other corporations with which we compete for executive talent.

1419
 
EXECUTIVE COMPENSATION

The following Summary Compensation Table below summarizes the total compensation of our Named Executive Officers in 2006.2007.  Based on the totals of the amounts included in the Summary Compensation Table for 2007, base salary accounted for approximately 32%35% of the total compensation for the Named Executive Officers while non-equity incentive compensation accounted for approximately 20%50% of the total compensation for the Named Executive Officers.
SUMMARY COMPENSATION TABLE

Name and Principal PositionYear
Salary
 ($)
Non-Equity
Incentive Plan  
Compensation(1)
($)
 
Stock
Awards(2)
($)
Option
Awards(3)
($)
All Other Compensation(5)
 ($)
Total
($)
Manuel J. Perez de la Mesa2007390,000117,000
—
759,47861,0401,327,518
 President and Chief2006367,500238,875
—
751,97548,3051,406,655
 Executive Officer2005350,000332,500
—
718,39239,7171,440,609
Mark W. Joslin2007225,00067,50037,320186,93436,451553,205
 Chief Financial Officer2006210,000128,10041,464152,71735,719568,000
 and Vice President2005200,000176,90093,98793,00732,102595,996
A. David Cook2007240,00072,000
81,161(4)
205,447(4)
31,628630,236
 Group Vice President2006210,000131,25032,501
198,097(4)
36,113607,961
 2005200,000190,00032,501190,73228,883642,116
Stephen C. Nelson2007200,00060,000
98,467(4)
209,523(4)
29,501597,491
 Vice President2006180,000111,60013,000
133,589(4)
27,846466,035
  2005160,000139,20013,00090,53928,383431,122
Christopher W. Wilson2007210,00063,000
68,323(4)
160,816(4)
32,170534,309
 Group Vice President2006180,00090,00013,000
117,468(4)
31,086431,554
  2005170,000144,50013,00090,69526,914445,109
SUMMARY COMPENSATION TABLE

Name and Principal Position
Year
Salary
 ($)
 
Stock
Awards(1)
 ($)
Option
Awards(2) 
($)
Non-Equity
Incentive Plan Compensation(3)
 ($)
All Other Compensation
($)
Total
 ($)
Manuel J. Perez de la Mesa2006367,500
—
751,975238,875
48,305 (4)
1,406,655
 President and Chief Executive Officer       
        
Mark W. Joslin2006210,00041,464152,717128,100
35,719 (5)
568,000
 
Chief Financial Officer and
  Vice President
       
         
A. David Cook2006210,00032,501198,097131,250
36,113 (6)
607,961
 Vice President       
        
John M. Murphy2006210,00032,501195,465126,000
33,328 (7)
597,294
 Vice President       
         
Stephen C. Nelson2006180,00013,000133,589111,600
27,846 (8)
466,035
 Vice President       
         

1.Consists of amounts earned under our annual bonus program.  There were no payouts under the SPIP, our long-term non-equity incentive plan, for the 2006 and 2007 performance periods.
2.  
Amounts shown do not reflect compensation actually received by the officers.  Instead, these amounts reflect the dollar amount recognized for financial statement reporting purposes in accordance with Statement of Financial Accounting Standards (“SFAS”)(SFAS) 123(R), Share-Based Payments,  for the fiscal yearyears ended December 31, 2006. All amounts are2007, 2006 and 2005, respectively, except that the impact of estimated forfeitures related to awards granted prior to 2006. Theservice-based vesting conditions is excluded.  We calculated the share-based compensation expense for stock awards was calculated based on the fair value of the awards as ofon the respective grant dates.
2.3.  Amounts shown do not reflect compensation actually received by the officers.  Instead, these amounts reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for the fiscal yearyears ended December 31, 2006.2007, 2006 and 2005, respectively.  These amounts include share-based compensation expense for awards granted in and prior to 2006.2007.  Assumptions used in the calculation of the estimated fair value of option awards granted in 2004, 2005, 2006 and 20062007 are included in footnote 7 to the Company’s audited financial statements included in Item 8 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2007.February 29, 2008.
3.Consists of amounts earned under our annual bonus program. Future payouts under our SPIP, if any, will be included in this column. There were no payouts under the SPIP for 2006 performance.
4.Includes $21,000Amounts shown reflect partial acceleration of share-based compensation expense for awards granted in matching contributions2006 and 2007.  Since these employees will become eligible for retirement (as defined by the retirement provisions within the stock option and restricted stock agreements for awards granted under our PoolCorp Deferred Compensation Plan2007 LTIP) prior to the vest date(s) of these awards, we recognize the share-based compensation expense ratably over the implied requisite service period in accordance with SFAS 123(R).  The implied requisite service period is the period between the grant date and $17,991the date the employee becomes eligible for lease and maintenance expense for a vehicle used for both business and personal purposes.retirement.
5.Includes $18,153 for lease and maintenance expense forFor detail of the major components of this category, see the All Other Compensation Table below.  Mr. Perez de la Mesa’s 2007 total also includes $17,622 in other compensation related to his purchase of a vehicle used for both business and personal purposes.previously owned by the Company.  Mr. Joslin’s 2006 total also includes $3,012 in other compensation related to a discount on pool products purchased from the Company.

20
ALL OTHER COMPENSATION TABLE

6.Includes $20,285 for lease and maintenance expense for a vehicle used for both business and personal purposes.
7.Includes $21,414 for lease and maintenance expense for a vehicle used for both business and personal purposes.
8.Includes $14,400 for an auto allowance for a vehicle used for both business and personal purposes.The following table describes the major components of the All Other Compensation column of the Summary Compensation Table:

NameYear
Company Paid
Insurance Premiums
 ($)
Registrant Contributions to Defined Contribution Plans
 ($)
Vehicle Lease, Maintenance and Insurance Expense or Automobile Allowance for a Vehicle Used for Both Business and Personal Purposes
($)
Manuel J. Perez de la Mesa20073,32725,06115,030
 20062,31428,00017,991
 20055,48916,80417,424
Mark W. Joslin20073,21814,12419,109
 20062,31412,24018,153
 20055,4899,30817,305
A. David Cook20073,3579,00019,271
 20061,84313,98520,285
 20053,6959,33115,857
Stephen C. Nelson20072,71612,38514,400
 20061,50811,93814,400
 20053,69510,28814,400
Christopher W. Wilson20075,0479,00018,123
 20063,6148,94518,527
 20053,6955,90617,313

1521

The following Grants of Plan-Based Awards Table below summarizes the non-equity incentive plan and equity incentive plan awards to our Named Executive Officers in 2006.2007.
 
GRANTS OF PLAN-BASED AWARDS

Name
Grant Date
Estimated Future
 Payouts Under
 Non-Equity Incentive
 Plan Awards
All Other Stock Awards: Number of Shares
of Stock
 or Units (#)
All Other Option Awards: Number of Securities Underlying Options (#)
Name
Grant
Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
All Other Stock Awards:
Number of Shares of Stock or  
Units (#)
All Other Option Awards:
Number of Securities Underlying
Options (#)
 
Exercise or Base Price of Option Awards
 ($/Sh)
Grant
Date Fair
Value of
Stock
and
Option
Awards ($)
Target* ($)Max ($)
Manuel J. Perez de la Mesa
5/8/2007(1)
N/AN/AN/A
60,000(6)
37.85767,844
 
2/13/2007(2)
117,000390,000N/AN/AN/AN/A
 
2/13/2007(3)
0(4)
820,000N/AN/AN/AN/A
Mark W. Joslin
5/8/2007(1)
N/AN/AN/A
15,000(7)
37.85215,412
 
5/8/2007(1)
N/AN/A
5,000(5)
N/AN/A189,250
 
2/13/2007(2)
67,500225,000N/AN/AN/AN/A
 
2/13/2007(3)
0(4)
470,000N/AN/AN/AN/A
A. David Cook
5/8/2007(1)
N/AN/AN/A
18,000(6)
37.85230,353
 
5/8/2007(1)
N/AN/A
6,000(5)
N/AN/A227,100
 
2/13/2007(2)
72,000240,000N/AN/AN/AN/A
 
2/13/2007(3)
0(4)
520,000N/AN/AN/AN/A
Stephen C. Nelson
5/8/2007(1)
N/AN/AN/A
11,250(6)
37.85143,971
 
5/8/2007(1)
N/AN/A
3,750(5)
N/AN/A141,938
 
2/13/2007(2)
60,000200,000N/AN/AN/AN/A
 
2/13/2007(3)
0(4)
430,000N/AN/AN/AN/A
Christopher W. Wilson
5/8/2007(1)
N/AN/AN/A
18,000(6)
37.85230,353
 
5/8/2007(1)
N/AN/A
6,000(5)
N/AN/A227,100
 
5/8/2007(2)
63,000210,000N/AN/AN/AN/A
 
5/8/2007(3)
0(4)
460,000N/AN/AN/AN/A
 
Exercise or Base Price of Option Awards ($/Sh)
Grant
Date Fair
Value of
Stock
and
Option
Awards ($)
Target* ($)
Max ($)
Manuel J. Perez de la Mesa
2/8/2006 (1)
2/8/2006 (2)
2/8/2006 (3)
2/8/2006 (3)
2/8/2006 (3)
N/A
238,875
0(4)
0(5)
0(5)
N/A
367,500
245,000
520,000
780,000
N/A
N/A
N/A
N/A
N/A
60,000 (6)
N/A
N/A
N/A
N/A
38.79
N/A
N/A
N/A
N/A
798,300
N/A
N/A
N/A
N/A
Mark W. Joslin
2/8/2006 (1)
2/8/2006 (2)
2/8/2006 (3)
2/8/2006 (3)
2/8/2006 (3)
N/A
128,100
0(4)
0(5)
0(5)
N/A
210,000
140,000
300,000
450,000
N/A
N/A
N/A
N/A
N/A
20,000 (7)
N/A
N/A
N/A
N/A
38.79
N/A
N/A
N/A
N/A
298,800
N/A
N/A
N/A
N/A
A. David Cook
2/8/2006 (1)
2/8/2006 (2)
2/8/2006 (3)
2/8/2006 (3)
2/8/2006 (3)
N/A
131,250
0(4)
0(5)
0(5)
N/A
210,000
140,000
320,000
480,000
N/A
N/A
N/A
N/A
N/A
18,000 (6)
N/A
N/A
N/A
N/A
38.79
N/A
N/A
N/A
N/A
239,490
N/A
N/A
N/A
N/A
John M. Murphy
2/8/2006 (1)
2/8/2006 (2)
2/8/2006 (3)
2/8/2006 (3)
2/8/2006 (3)
N/A
126,000
0(4)
0(5)
0(5)
N/A
210,000
140,000
293,333
440,000
N/A
N/A
N/A
N/A
N/A
18,000 (6)
N/A
N/A
N/A
N/A
38.79
N/A
N/A
N/A
N/A
239,490
N/A
N/A
N/A
N/A
Stephen C. Nelson
2/8/2006 (1)
2/8/2006 (2)
2/8/2006 (3)
2/8/2006 (3)
2/8/2006 (3)
N/A
111,600
0(4)
0(5)
0(5)
N/A
180,000
120,000
266,667
400,000
N/A
N/A
N/A
N/A
N/A
12,000 (6)
N/A
N/A
N/A
N/A
38.79
N/A
N/A
N/A
N/A
159,660
N/A
N/A
N/A
N/A

*The amounts reflected in this column reflect actual payout amounts for 20062007 performance.
1.  GrantedGranted under our 2002 Long-Term Incentive Plan.2007 LTIP.
2.
Annual Bonus Program. See Compensation, Discussion and Analysis, “Annual Cash Incentive”.  The target annual bonus payout amounts included in this table reflect the actual payout amounts for 20062007 performance, which are also disclosed in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.  The maximum annual bonus payout amounts included in this table reflect 100% of the 20062007 base salary amounts for each of the Named Executive Officers.
16
3.In 2006, we established our SPIP, which rewards organic earnings per share growth over a three-year period. Payouts will beare earned forwhen compounded annual growth of organic earnings per share in excess ofexceeds 20%.  These grants represent the three separate performance periodsare for the initial phase-in of2009 performance period that commenced January 1, 2007 and will end December 31, 2009.  The Company’s actual 2006 diluted earnings per share, which is subject to adjustments described in the SPIP, between 2006 and 2008. The Company’s 2005 earnings objective serves as the baseline for each of these performance periods. While this plan remains in effect, we intend to make one new grant each year with grants based on a three-year performance period. For each performance period, the total plan incentive for each Named Executive Officer is calculated based on the compounded annual growth of organic earnings per share and up to a maximum of two times their base salary. The participants are eligible to earn a maximum of one-third of the total plan incentive for the one-year 2006 performance period, two-thirds of the total plan incentive for the two-year 2007 performance period and the full amount of the total plan incentive for the three-year 2008 performance period. The maximum SPIP payout amounts included in this table reflect a 30% compounded annual growth of organic earnings per share and the maximum allowable payouts for each phase-in performance period.  The maximum SPIP payouts for the 20062009 performance period reflectare based upon the 2006 base salaries and the maximum SPIP payouts for the 2007 and 2008 performance periods reflect the 2007 base salaries.
4.This target SPIP payout amount reflects the actual payout amount for 2006 performance, which is also disclosed in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.
22
5.4.  The target SPIP payout amounts of zero for the 2006-2007 and the 2006-20082009 SPIP performance periodsperiod are reported as a representative amount based on the actual payout amount for the last completed performance period (2006)(2007), which was zero.
5.  These restricted awards have a five year cliff vest, but they would fully vest upon a change in control. The awards convey all rights of a shareholder, including the right to vote and receive dividends, but may not be sold or transferred during the vesting period.
6.These options vest 50% after three years and 50% after five years. Vesting is acceleratedyears, but they would fully vest upon a change in control.
7.  These options vest after five years. Vesting is acceleratedyears, but they would fully vest upon a change ofin control.

The following table summarizes the outstanding equity awards for each Named Executive Officer as of December 31, 2006.2007.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Option AwardsStock Awards
NameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableOption Exercise Price ($/Sh)Option Expiration DateNumber of Shares or Units of Stock that Have Not Vested (#)
Market Value of Shares or Units that Have Not Vested
($)
Manuel J. Perez de la Mesa02/25/1999253,125
—
2.6402/25/2009N/AN/A
 02/16/2000253,125
—
4.8402/16/2010N/AN/A
 02/21/2001253,125
—
9.8302/21/2011N/AN/A
 02/13/200290,000
—
12.9602/13/2012N/AN/A
 02/11/2003
—
90,000(1)
11.9802/11/2013N/AN/A
 02/09/2004
—
75,000(2)
21.6702/09/2014N/AN/A
 02/14/2005
—
60,000(3)
31.5102/14/2015N/AN/A
 02/08/2006
—
60,000(4)
38.7902/08/2016N/AN/A
 05/08/2007
—
60,000(5)
37.8505/08/2017N/AN/A
Mark W. Joslin08/09/2004—
22,500(6)
26.6508/09/2014N/AN/A
 02/14/2005—
22,500(7)
31.5102/14/2015N/AN/A
 02/08/2006—
20,000(8)
38.7902/08/2016N/AN/A
 05/08/2007
—
15,000(9)
37.8505/08/2017
5,000(11)
99,150(13)

23
  Option AwardsStock Awards
NameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableOption Exercise Price ($/Sh)Option Expiration DateNumber of Shares or Units of Stock that Have Not Vested (#)
Market Value of Shares or Units that Have Not Vested
($)
A. David Cook02/21/200140,500
—
9.8302/21/2011N/AN/A
 02/13/200233,750
—
12.9602/13/2012N/AN/A
 02/11/200316,875
16,875(1)
11.9802/11/2013N/AN/A
 02/09/20047,500
7,500(2)
21.6702/09/2014
7,500(12)
148,725(13)
 02/14/2005
—
18,000(3)
31.5102/14/2015N/AN/A
 02/08/2006
—
18,000(4)
38.7902/08/2016N/AN/A
 05/08/2007
—
18,000(5)
37.8505/08/2017
6,000 (11)
118,980(13)
Stephen C. Nelson02/16/200022,781
—
4.8402/16/2010N/AN/A
 02/21/200116,200
—
9.8302/21/2011N/AN/A
 02/21/20014,050
—
0.00(10)
02/21/2011N/AN/A
 02/13/200213,500
—
12.9602/13/2012N/AN/A
 02/11/2003
—
13,500(1)
11.9802/11/2013N/AN/A
 02/09/20043,000
3,000(2)
21.6702/09/2014
3,000(12)
59,490(13)
 02/14/2005
—
9,000(3)
31.5102/14/2015N/AN/A
 02/08/2006
—
12,000(4)
38.7902/08/2016N/AN/A
 05/08/2007
—
11,250(5)
37.8505/08/2017
3,750 (11)
74,363(13)
Christopher W. Wilson02/21/200116,200
—
9.8302/21/2011N/AN/A
 02/21/20014,050
—
0.00(10)
02/21/2011N/AN/A
 02/13/200213,500
—
12.9602/13/2012N/AN/A
 02/11/2003
—
13,500(1)
11.9802/11/2013N/AN/A
 02/09/20043,000
3,000(2)
21.6702/09/2014
3,000(12)
59,490(13)
 02/14/2005
—
9,000(3)
31.5102/14/2015N/AN/A
 02/08/2006
—
12,000(4)
38.7902/08/2016N/AN/A
 05/08/2007
—
18,000(5)
37.8505/08/2017
6,000 (11)
118,980(13)

1.  
Option Awards
Stock Awards
These options vested 100% on February 11, 2008.
Name
Grant Date
Number of Securities Underlying Unexercised Options
(#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price ($/Sh)
Option Expiration Date
Number of Shares or Units of Stock that Have Not Vested (#)
Market Value of Shares or Units that Have Not Vested ($)
Manuel J. Perez de la Mesa
02/25/1999
 
02/16/2000
2.  These options will vest 100% on February 9, 2009.
 
02/21/2001
3.  These options vested 50% on February 14, 2008 and will vest 50% on February 14, 2010.
 
02/13/2002
4.  These options will vest 50% on February 8, 2009 and 50% on February 8, 2011.
 
02/11/2003
02/09/2004
02/14/2005
02/08/2006
253,125
253,125
253,125
—
—
—
—
—
—
—
—
90,000(1)
90,000(2)
75,000(3)
60,000(4)
60,000(5)
2.64
4.84
9.83
12.96
11.98
21.67
31.51
38.79
02/25/2009
02/16/2010
02/21/2011
02/13/2012
02/11/2013
02/09/2014
02/14/2015
02/08/2016
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Mark W. Joslin
08/09/2004
02/14/2005
02/08/2006
—
—
—
22,500(6)
22,500(7)
20,000(8)
26.65
31.51
38.79
08/09/2014
02/14/2015
02/08/2016
2,500(11)
N/A
N/A
97,925 (13)
N/A
N/A

1724
 
5.  
Option Awards
Stock Awards
These options will vest 50% on May 8, 2010 and 50% on May 8, 2012.
Name
Grant Date
Number of Securities Underlying Unexercised Options
 (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price ($/Sh)
Option Expiration Date
Number of Shares or Units of Stock that Have Not Vested (#)
Market Value of Shares or Units that Have Not Vested ($)
A. David Cook
08/16/1999
 
02/21/2001
6.  These options will vest 100% on August 9, 2009.
 
02/21/2001
7.  These options will vest 100% on February 14, 2010.
 
02/13/2002
8.  These options will vest 100% on February 8, 2011.
 
02/11/2003
9.  These options will vest 100% on May 8, 2012.
 
02/09/2004
10.  The original grant date exercise price was $0.01 for these penny option awards.  The $0.00 exercise price reflects the impact of stock splits and rounding.
 
02/14/2005
11.  These shares will vest 100% on May 8, 2012.
 
02/08/2006
12.  
25,312These shares will vest 100% on February 9, 2009.
 
40,500
10,125
16,875
16,875
—
—
—
13.  
—
—
—
16,875(1)
16,875(2)
15,000(9)
18,000(4)
18,000(5)
0.00(10)
9.83
0.00(10)
12.96
11.98
21.67
31.51
38.79
08/16/2009
02/21/2011
02/21/2011
02/13/2012
02/11/2013
02/09/2014
02/14/2015
02/08/2016
N/A
N/A
N/A
N/A
N/A
7,500(12)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
293,775 (13)
N/A
N/A
John M. Murphy
02/21/2001
02/13/2002
02/11/2003
02/09/2004
02/14/2005
02/08/2006
40,500
16,875
16,875
—
—
—
—
16,875(1)
16,875(2)
15,000(9)
18,000(4)
18,000(5)
9.83
12.96
11.98
21.67
31.51
38.79
02/21/2011
02/13/2012
02/11/2013
02/09/2014
02/14/2015
02/08/2016
N/A
N/A
N/A
7,500(12)
N/A
N/A
N/A
N/A
N/A
293,775 (13)
N/A
N/A
Stephen C. Nelson
02/16/2000
02/21/2001
02/21/2001
02/13/2002
02/11/2003
02/09/2004
02/14/2005
02/08/2006
22,781
16,200
4,050
—
—
—
—
—
—
—
—
13,500(1)
13,500(2)
6,000(9)
9,000(4)
12,000(5)
4.84
9.83
0.00(10)
12.96
11.98
21.67
31.51
38.79
02/16/2010
02/21/2011
02/21/2011
02/13/2012
02/11/2013
02/09/2014
02/14/2015
02/08/2016
N/A
N/A
N/A
N/A
N/A
3,000(12)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
117,510 (13)
N/A
N/A
Market value at end of fiscal year.

1.These options will vest 100% on February 13, 2007.
2.These options will vest 100% on February 11, 2008.
3.These options will vest 100% on February 9, 2009.
4. These options will vest 50% on February 14, 2008 with the remaining 50% vesting on February 14, 2010.
5.These options will vest 50% on February 8, 2009 with the remaining 50% vesting on February 8, 2011.
6.These options will vest 100% on August 9, 2009.
7.These options will vest 100% on February 14, 2010.
8.These options will vest 100% on February 8, 2011.
9.These options will vest 50% on February 9, 2007 with the remaining 50% vesting on February 9, 2009.
10.     The original grant date exercise price was $0.01 for these penny option awards. The $0.00 exercise price reflects the impact of stock splits and rounding.
11.    These shares will vest 100% on August 9, 2007.
12.These shares will vest 100% on February 9, 2009.
13.     Market value at end of fiscal year.

18
The following Option Exercises and Stock Vested Table below summarizes the number of shares acquired and the dollar amounts realized by Named Executive Officers in 20062007 on the exercise of stock options and on the vesting of restricted stock.

OPTION EXERCISES AND STOCK VESTED

 
Option Awards
 
Stock Awards
Option AwardsStock Awards
Name
 
Number of Shares Acquired Upon Exercise (#)
 
Value Realized Upon Exercise ($)
��
Number of Shares Acquired
 Upon Vesting (#)
 
Value Realized on Vesting ($)
Number of Shares Acquired Upon Exercise (#)Value Realized Upon Exercise ($)
Number of Shares Acquired Upon
Vesting (#)
Value Realized on
Vesting ($)
Manuel J. Perez de la Mesa
 
N/A
 
 
N/A
 
 
N/A
 
 
N/A
 
N/AN/AN/AN/A
Mark W. Joslin
 
 
 
 
N/A
 
 
 
 
 
N/A
 
2,500(1)
 
94,650(2)
 
N/AN/A
2,500(1)
91,350(2)
A. David Cook
 
 
 
 
N/A
 
 
 
 
 
N/A
 
 
 
 
 
N/A
 
 
 
 
 
N/A
 
35,4371,284,510N/AN/A
John M. Murphy
 
 
 
43,406
 
 
 
 
1,667,584
 
 
 
 
N/A
 
 
 
 
N/A
 
Stephen C. Nelson
 
 
 
N/A
 
 
 
 
N/A
 
 
 
 
N/A
 
 
 
 
N/A
 
N/AN/AN/AN/A
Christopher W. WilsonN/AN/AN/AN/A

 
1.  Grant of 7,500 restricted shares (split-adjusted) in 2004 that vest one-third per year over a three-year period.
2.  The value realized wasWe calculated by multiplying the number of shares by the closing price of our Common Stock on the vest date.

25

NONQUALIFIED DEFERRED COMPENSATION

Pursuant toUnder our PoolCorp Deferred Compensation Plan, certain executives, including our Named Executive Officers, may elect to defer all or a portion of their base salary and annual non-equity incentive compensation.  Deferral elections are made by eligible executives no later than December 31 of each year for amounts to be earned in the following year; however, a deferral election for a performance-based bonus can be made as late as June 30 of the year in which services are being rendered for the bonus. A deferral election may be made within 30 days after an executive first becomes eligible to participate, for amounts payable for services rendered after the date of the election. A participant mayParticipants choose to haveinvest their deferrals deemed to be invested in one or more specified investment funds.  Each participantParticipants may change his or hertheir fund selection at any time, subject to certain limitations.  The table below shows the funds available and their annual rate of return for the calendar year ended December 31, 20062007 as reported by T. Rowe Price.  Earnings are determined by the results of the individual investments.


Name of Fund
Rate of Return
  Name of Fund
Rate of Return
Rate of Return Name of FundRate of Return
American Fund Investment Company of America
 
8.62%
 
  TRP Retirement 2010 Fund
 
12.84%
Artisan International Fund
 
25.56%
 
  TRP Retirement 2015 Fund
 
13.73%
19.73%  TRP Retirement Income Fund6.09%
First American Mid Cap Value4.67%  TRP Retirement 2005 Fund6.67%
Keeley Small Cap Value Fund7.17%  TRP Retirement 2010 Fund6.65%
MSIF U.S. Real Estate Fund, B-16.80%  TRP Retirement 2015 Fund6.75%
TRP Equity Income Fund
 
19.14%
 
  TRP Retirement 2020 Fund
 
14.66%
3.30%  TRP Retirement 2020 Fund6.73%
TRP Growth Stock Fund
 
14.05%
 
  TRP Retirement 2025 Fund
 
15.44%
10.37%  TRP Retirement 2025 Fund6.81%
TRP Mid-Cap Growth Fund
 
6.79%
 
  TRP Retirement 2030 Fund
 
16.14%
17.65%  TRP Retirement 2030 Fund6.83%
TRP New Income Fund
 
4.13%
 
  TRP Retirement 2035 Fund
 
16.18%
6.33%  TRP Retirement 2035 Fund6.81%
TRP Prime Reserve Fund
 
4.56%
 
  TRP Retirement 2040 Fund
 
16.24%
4.87%  TRP Retirement 2040 Fund6.77%
TRP Retirement Income Fund
 
9.98%
 
  TRP Small-Cap Stock Fund
 
12.78%
TRP Retirement 2005 Fund
 
11.50%
 
  TRP Value Fund
 
19.75%
TRP Equity Index 500
 
15.61%
  5.43%  TRP Retirement 2045 Fund6.84%
TRP Small Cap Stock Fund-1.75%  TRP Value Fund0.75%

19
Benefits under our PoolCorp Deferred Compensation Plan will be paid to our Named Executive Officers as each executive elects, but no earlier than one full year after the end of the plan year for which compensation is deferred or six months after termination of employment.  However, upon a showing of financial hardship and certain other requirements, a Named Executive Officer may be allowed to access funds in his deferred compensation account earlier than the beginning of the year following the executive’s retirement or termination.  In the event of a change in control, all vested accrued benefits will automatically be accelerated and payable in full.  The time and schedule of payments may also be accelerated if the participant becomes disabled, to fulfill a qualified domestic relations order if the amount is less than $10,000 or to pay employment taxes.  Benefits can be received either as a lump sum payment or installments.  The following table summarizes the non-qualified deferred compensation earned by our Named Executive Officers in 2006.2007.  All amounts relate to our PoolCorp Deferred Compensation Plan.

Name
 
Executive Contributions in Last FY ($)
 
Registrant Contributions in
Last FY ($)
 
Aggregate Earnings in Last FY ($)
 
Aggregate Withdrawals/ Distributions ($)
 
Aggregate Balance at Last FYE ($)
Executive Contributions in Last FY ($)
Registrant Contributions in Last FY ($)(1)
Aggregate Earnings in
Last FY ($)
Aggregate Withdrawals/ Distributions ($)Aggregate Balance at Last FYE ($)
Manuel J. Perez de la Mesa
 
 
42,000
 
 
21,000(1)
 
 
10,172
 
 
 
—
 
 
104,471(6)
 
37,73316,0619,024
—
167,289(2)
Mark W. Joslin
 
 
165,018
 
 
4,740(2)
 
 
 
3,037
 
 
 
—
 
 
180,092(7)
 
113,7305,12421,967
—
320,913(3)
A. David Cook
 
 
29,500
 
 
6,485(3)
 
 
 
3,628
 
 
 
—
 
46,743(8)
 
—
2,213
—
48,956(4)
John M. Murphy
 
 
4,200
 
2,100(4)
 
 
 
657
 
 
—
 
14,747(9)
 
Stephen C. Nelson
 
 
47,880
 
 
4,438(5)
 
 
 
6,219
 
 
 
—
 
 
82,195
 
30,0003,3859,730
—
125,310(5)
Christopher W. Wilson45,000
—
9,662
—
135,513(6)

1.Includes $21,000 previously referencedThese amounts are included in the Summary Compensation Table (Salary and/or Non-Equity Incentive Plan(All Other Compensation).
2.Includes $4,740 previously referencedregistrant contributions of $21,000 for 2006 and $9,804 for 2005 disclosed in the Summary Compensation Table (Salary and/or Non-Equity Incentive Plan(All Other Compensation).
3.Includes $6,485 previously referencedregistrant contributions of $4,740 for 2006 and $2,308 for 2005 disclosed in the Summary Compensation Table (Salary and/or Non-Equity Incentive Plan(All Other Compensation).
4.Includes $2,100 previously referencedregistrant contributions of $6,485 for 2006 and $2,723 for 2005 disclosed in the Summary Compensation Table (Salary and/or Non-Equity Incentive Plan(All Other Compensation).
26
5.Includes registrant contributions of $4,438 previously referencedfor 2006 and $4,923 for 2005 disclosed in the Summary Compensation Table (Salary and/or Non-Equity Incentive Plan(All Other Compensation).
6.     Includes $9,804 of registrant contributions disclosed in previous year’s Summary Compensation Table.
7.     Includes $2,308 of registrant contributions disclosed in previous year’s Summary Compensation Table.
8.     Includes $2,723 of registrant contributions disclosed in previous year’s Summary Compensation Table.
9.     Includes $2,308 of registrant contributions disclosed in previous year’s Summary Compensation Table.
 
6.  Includes registrant contributions of $1,445 for 2006 and $0 for 2005 disclosed in the Summary Compensation Table (All Other Compensation)
Termination of Employment and Change-in-Control Arrangements

Stock options granted to Named Executive Officers, subject to certain limitations,
§ remain exercisable and, subject to our discretion, continue to vest in accordance with their original schedule upon termination without cause.

Shares of restricted stock granted to executive officers, subject to certain limitations,
§ fully vest upon a change of control, death or disability;
§ continue to vest in accordance with the original vesting schedule upon retirement; and
§ are immediately forfeited upon termination for any other reason, whether voluntary or involuntary.

Assuming a change of control death or disability;
  •     continue to vest in accordance with the original vesting schedule upon retirement; and 
  •     are immediately forfeited upon termination for any other reason, whether voluntary or involuntary.
    • 20

    As ofoccurred on December 31, 2006,2007, the Named Executive Officers holdfollowing table sets forth the followingvalue of all unvested stock options and shares of restricted stock held by the Named Executive Officers at December 31, 2007, that would become vestedimmediately vest upon a change in control.

    Name
    No. of Shares Underlying
    Unvested Awards (#)
    Unrealized Value of
    Unvested Options ($)
    No. of Shares
    Underlying Unvested Awards (#)
    Unrealized Value of
    Unvested Awards ($)
    Option
    Awards
    Stock
    Awards
    Option
     Awards(1)
    Stock
     Awards(2)
    Option
    Awards
    Stock
    Awards
    Option
    Awards(1)
    Stock
    Awards(2)
    		Total Unrealized Value of Unvested Awards
    Manuel J. Perez de la Mesa
     
     
    375,000
     
     
     
    —
     
     
     
    6,601,260
     
     
     
    —
     
    		345,000
    —
    		706,500
    —
    		706,500
    Mark W. Joslin
     
     
    65,000
     
     
     
    2,500
     
     
     
    461,718
     
     
     
    97,925
     
    		80,0005,000
    —
    		99,150
    A. David Cook
     
     
    84,750
     
     
     
    7,500
     
     
     
    1,308,413
     
     
     
    293,775
     
    		78,37513,500132,469267,705400,174
    John M. Murphy
     
     
    84,750
     
     
     
    7,500
     
     
     
    1,308,413
     
     
     
    293,775
     
    Stephen C. Nelson
     
     
    54,000
     
     
     
    3,000
     
     
     
    899,454
     
     
     
    117,510
     
    		48,7506,750105,975133,853239,828
    Christopher W. Wilson55,5009,000105,975178,470284,445
     
    1.  1.The unrealized value of unvested options wasWe calculated by multiplying the number of shares underlying unvested in-the-money stock options by the closing price of our Common Stock as of December 29, 200631, 2007 and then deducting the aggregate exercise price for these options.
     
    2.  2.The unrealized value of unvested restricted stock wasWe calculated by multiplying the number of shares of unvested restricted stock by the closing price of our Common Stock as of December 29, 2006.31, 2007.

    27
     
    Upon termination other than for cause, Mr. Perez de la Mesa is entitled to receive his base salary for a period of six months thereafterafter termination and the other executive officers are entitled to receive their respective base salaries for a period of up to three months.  The table below presents the amounts we would pay under this provision forto each Named Executive Officer upon a termination without cause as of December 31, 2006, would be $183,750 for Mr. Perez de la Mesa, $52,500 for Mr. Joslin, $52,500 for Mr. Cook, $52,500 for Mr. Murphy and $45,000 for Mr. Nelson. 2007.
    NameMaximum cash payout upon termination without cause ($)
    Manuel J. Perez de la Mesa195,000
    Mark W. Joslin56,250
    A. David Cook60,000
    Stephen C. Nelson50,000
    Christopher W. Wilson52,500
    Executive officers are not entitled to any additional compensation, perquisites or other personal benefits upon a change in control, retirement or termination, except for future payments under our 401(k) Plan and Deferred Compensation Plan.

    28

    DIRECTOR COMPENSATION
     
    The table below summarizes the compensation we paid by us to our non-employee directors and our Chairman during the year ended December 31, 2006.2007.

    Name
     
    Fees Earned or Paid
    in Cash
     ($)
     
    Option Awards (1) (2)
     ($)
     
    Change in Pension Value and Nonqualified Deferred Compensation Earnings
     ($)
     
    All Other Compensation
    ($)
     
    Total
     ($)
    Fees Earned or Paid
    in Cash
    ($)
    Stock Awards (1)
    ($)
    Option Awards (2)(3)
    ($)
    Change in Pension Value and Nonqualified Deferred Compensation Earnings
    ($)
    All Other Compensation 
     ($)
    Total
    ($)
    Andrew W. Code
     
     
    36,000
     
     
     
    85,792
     
     
    —
     
     
    —
     
     
    121,792  
     
    		37,87577,4098,943——124,227
    James J. Gaffney
     
     
    55,000
     
     
     
    85,792
     
     
    —
     
     
    —
     
     
    140,792
     
    		61,00077,4098,943——147,352
    George T. Haymaker, Jr.
     
     
    34,000
     
     
     
    85,792
     
     
    —
     
     
    —
     
     
    119,792
     
    		45,50077,4098,943——131,852
    Harlan F. Seymour
     
     
    53,000
     
     
     
    85,792
     
     
    —
     
     
    —
     
     
    138,792
     
    		68,62577,4098,943——154,977
    Robert C. Sledd
     
     
    48,000
     
     
     
    85,792
     
     
    —
     
     
    —
     
     
    133,792
     
    		53,375—93,435——146,810
    John E. Stokely
     
     
    64,000
     
     
     
    85,792
     
     
    —
     
     
    —
     
     
    149,792
     
    		83,62577,4098,943——169,977
    Wilson B. Sexton(3)
     
     
    75,000
     
     
     
    133,743
     
     
    1,161
     
     
    8,002  
     
     
    217,906
     
    Wilson B. Sexton(4)
    		86,453169,417—9515,418262,239

    1.Amounts shown do not reflect compensation actually received by the directors.  Instead, these amounts reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for the fiscal year ended December 31, 2006.2007.  The share-based compensation expense for stock awards was calculated based on the fair value of the awards as of the grant date.
    2.  Amounts shown do not reflect compensation actually received by the directors.  Instead, these amounts reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for the fiscal year ended December 31, 2007.  These amounts include share-based compensation expense for awards granted to Mr. Sledd in 2006 and prior2007 and awards granted to the other directors in 2006. Assumptions used in the calculation of the share-based compensation expense for the Mr. Sledd’s option awards granted in 20062007 include a fouran eight year expected term, expected volatility of 26.6%31.7%, expected dividend yield of 1% and a risk free rate of 4.33%4.63%.
    21
    2.3.  As of December 31, 2006,2007, options outstanding and options exercisable for each director included the following:

    Director
     Options Outstanding 
     Options Exercisable
    		Options OutstandingOptions Exercisable
    Mr. Code  14,167 5,66714,16714,167
    Mr. Gaffney  48,875 40,37538,87538,875
    Mr. Haymaker  29,750 21,25029,75029,750
    Mr. Seymour  48,875 40,37548,87548,875
    Mr. Sledd  210,598  202,098190,619182,119
    Mr. Stokely
    		 96,688 88,18896,68896,688
    Mr. Sexton  621,656  609,656507,750507,750

    3.4.  In 2006,2007, our Chairman, Mr. Sexton, who is employed by us primarily in the area of investor relations, received $75,000$86,453 in cash compensation and an award of 12,000 stock options4,476 restricted shares for both his service as Chairman and for his work in investor relations. He also received $6,891,443$3,804,848 attributable to the exercise of stock options previously awarded. Mr. Sexton participates in our 401(k) Plan, Deferred Compensation Plan and medical, dental and long-term disability programs on the same basis as our officers.  Mr. Sexton’s share-based compensation expense for his 2007 stock award is fully accelerated as of the grant date since he met the eligibility requirements for retirement under his employee restricted stock agreement.

    29

    In 2007, the Board conducted a review of its non-employee director and Chairman compensation.  The Board retained the compensation consulting firm of Lyons, Benenson & Company, Inc. to assists with its review.  Upon conclusion of its review and analysis, the Board adopted the following cash compensation structure immediately following the annual shareholder meeting in May, 2007:
    § Lead independent director annual retainer - $60,000
    § Non-employee director annual retainer - $35,000
    § Audit Committee chairman - $20,000
    § Audit Committee membership - $10,000
    § Compensation Committee chairman - $15,000
    § Compensation Committee membership - $7,500
    § Nominating and Corporate Governance Committee chairman - $15,000
    § Nominating and Corporate Governance Committee membership - $7,500
    § Strategic Planning Committee chairman - $15,000

    In 2006,Prior to the annual shareholder meeting in May, 2007, each non-employee director was paid an annual retainer of $8,000. Each non-employee director also received an attendance fee of $4,000 for each Board meeting attended, $2,000 for each committee meeting attended except that the chair of each committee received an attendance fee ofas a member, $4,000 for each committee meeting attended as a chairman and $1,000 for each scheduled telephone meeting attended.  In 2006,May, the Board increased its annual retainer fee and instituted fixed annual meeting fees in place of paying fees for the Board’s lead independenteach meeting attended as described above.  The many responsibilities and risk of serving as a director was increasedof a public company require that we provide adequate incentives in order to $15,000. Allattract and retain qualified and productive directors.  Our directors are reimbursedplay a critical role in guiding our strategic direction and overseeing our management.

    We reimburse our directors for reasonable out-of-pocket expenses incurred in attendingthey incur to attend Board and committee meetings.

    Under the SCP Pool Corporation 1996 Non-Employee Directors Equity Incentive Plan, as amended and restated (the “Director’s Plan”),2007 LTIP, each non-employee director was granted anhad the option to purchasereceive either (i) 8,500 shares of Common Stock in 2006. Except under certain limited circumstances, nostock options granted pursuant to the Director’s Plan become exercisable earlier than one year after the date of the grant. The optionwith an exercise price per share of Common Stock under the Director’s Plan is equal to 100% of the fair market value of the Common Stock at the date of grant.grant; or (ii) 3,170 shares of restricted stock based on a fair market value on the date of grant of $120,000. Except under certain limited circumstances, the options and restricted stock vest no earlier than one year after the grant date.  Each option granted under the Director’s Plan is exercisable for up to ten years after the dategrant date.  Assuming an equity value of the grant. Non-employee directors may elect to receive additional shares$120,000, total non-employee Board annual compensation is $1,080,000 or an average of Common Stock under the Director’s Plan in lieu of the cash compensation otherwise due them.$180,000 per non-employee director.

    Neither the Compensation Committee Report nor the Audit Committee Report set forth below shall be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and neither shall be deemed filed under such acts.

    REPORT OF THE COMPENSATION COMMITTEE OF
    THE BOARD OF DIRECTORS OF POOL CORPORATION
     
    The Compensation Committee of the Board of Directors has reviewed and discussed with management the Company’s Compensation Discussion and Analysis set forth above with management and based on that review and discussion has recommended to the Board of Directors that such Compensation Discussion and Analysis be incorporated by reference in the Company’s annual reportAnnual Report on Form 10-K and included in this proxy statement.Proxy Statement.
     
    COMPENSATION COMMITTEE
    George T. Haymaker, Jr., Chairman
    Andrew W. Code
    Robert C. Sledd

    2230
     
    REPORT OF THE AUDIT COMMITTEE
    OF THE BOARD OF DIRECTORS OF POOL CORPORATION
     
    The Audit Committee reviews the Company’s financial reporting process on behalf of the Board.  Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls over financial reporting.
     
    In this context, the Audit Committee has met and held discussions with management, the Company’s internal auditors and the Company’s internal and independent auditors.registered public accounting firm.  Management represented to the Audit Committee that the Company’s audited financial statements were prepared in accordance with generally accepted accounting principles.  The Audit Committee has reviewed and discussed the audited financial statements with management and the Company’s independent auditors.registered public accounting firm.  The Audit Committee also discussed other matters with the Company’s independent auditors mattersregistered public accounting firm that are required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.
     
    In addition, the Audit Committee has discussed with the Company’s independent auditorsregistered public accounting firm the auditor’sfirm’s independence from the Company and management, includingmanagement.  This includes matters in the written disclosures provided by the Company’s independent auditorsregistered public accounting firm to the Audit Committee as required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees.
     
    The Audit Committee has discussed with the Company’s internal auditors and independent auditorsregistered public accounting firm the overall scope and plans for their respective audits.  The Audit Committee has met with the internal auditors and the independent auditors,registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.  The Audit Committee has determined that the rendering of all non-audit services rendered by the Company’s independent auditorsregistered public accounting firm during the years ended December 31, 20062007 and 20052006 did not impair the auditor’sfirm’s independence.
     
    In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006,2007, for filing with the SEC.  The Committee has also approved subject to stockholder ratification, the selection of the Company’s independent auditors.registered public accounting firm.
     
    AUDIT COMMITTEE
    John E. Stokely, Chairman
    James J. Gaffney
    Harlan F. Seymour
    Robert C. Sledd
     
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    In October 1999, we entered into a lease agreement with S&C Development, L.L.C.,LLC for a servicesales center facility in Mandeville, Louisiana. The sole member of S&C Development, L.L.C.,LLC is A. David Cook, a CompanyPOOL executive officer. The seven-yearoriginal seven year lease term commenced on January 1, 2000 and provideswas set to expire on December 31, 2006. We renewed this lease for rental payments of $6,510 per month. an additional seven year lease term.  In November, 2007, S&C Development, LLC sold this facility to an unrelated third party and the lease was assigned to the new landlord.

    In January 2002, we entered into a lease agreement with S&C Development, L.L.C.,LLC for additional warehouse space adjacent to theour Mandeville servicesales center. The five-yearoriginal five year lease term commenced on February 4, 2002, and provideswas set to expire on December December 31, 2006. We renewed this lease for rental paymentsan additional seven year lease term.  We pay rent of $4,123$4,985 per month.month for the 8,600 square foot space.  The total $10,633 monthly lease payment is for both facilities consisting of 21,100 square feet. In August 2006, we exercised our right to renew the above referenced leases for a total $11,871 monthly lease payment commencing on January 1, 2007 and expiringwill expire on December 31, 2013.

    In January 2001, we entered into a lease agreement with S&C Development, L.L.C.,LLC for a servicesales center facility in Oklahoma City, Oklahoma. The ten year lease term commenced on November 10, 2001 and provides for rental paymentswill expire on November 30, 2011.  As of approximately $12,745December 31, 2007, we pay rent of $12,995 per month for the 25,000 square foot facility.

     
    31

    In March 1997, we entered into a lease agreement with Kenneth St. Romain, a Pool executive officer, for a sales center facility in Baton Rouge, Louisiana.  We extended this lease for a third term of five years, which commenced on March 1, 2007 and will expire February 28, 2012.  As of December 31, 2007, we pay rent of $10,723 per month for the 23,500 square foot facility.

    In May 2001, we entered into a lease agreement with Kenneth St. Romain for a sales center facility in Jackson, Mississippi.  The seven year lease term commenced on November 16, 2001 and will expire on November 30, 2008.  As of December 31, 2007, we pay rent of $8,580 per month for the 20,000 square foot facility.

    We believe the leases discussed above reflect fair market rates and terms that are as favorable to us as could be obtained with unrelated third parties. In February 2002, the Board determined that we will no longer enter into additional leases or material transactions with related parties.  Our Audit Committee Charter also requires that the Audit Committee review and approve all related person transactions.  The lease renewalrenewals described above waswere approved in advance by the Board and the Audit Committee.

    23
    Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Exchange Act requires our directors and executive officers and persons owning more than 10% of a registered class of our equity securities to file with the SEC reports of ownership and changes in ownership of our Common Stock.Stock with the SEC.  Directors, executive officers and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  Based solely on a review of the copies of these reports furnished, management believes that the directors, executive officers and greater than 10% stockholders timely complied with these requirements in a timely manner during the fiscal year 2007 with the exception of the following: one late filing for Mr. CodeCook reporting an option exercise, and distribution of shares; one late filing for Mr. CookWilson reporting a change in expiration datethe grant of a previously reported option grant;restricted stock and one late filing for Mr. HubbardStokely reporting a change in expiration date of certain previously reported option grants; one late filing for Mr. Nelson reporting a sale and a purchase; one late filing for Mr. Polizzotto reporting a change in expiration date of certain previously reported option grants; one late filing for Mr. Sexton reporting a change in expiration date of a previously reported option grant; and one amended filing for Mr. Murphy reporting a sale untimely.  In addition, the following amendments arose from our previously disclosed review of annual stock option grants and generally reflect corrections to the terms of equity awards previously granted to the reporting persons: five amended filings for Mr. Code; two amended filings for Mr. Cook; four amended filings for Mr. Gaffney; two amended filings for Mr. Hubbard; one amended filing for Mr. Joslin; two amended filings for Mr. Meyer; two amended filings for Mr. Murphy; one amended filing for Mr. Nelson; two amended filings for Mr. Perez de La Mesa; two amended filings for Mr. Polizzotto; four amended filings for Mr. Sexton; two amended filings for Mr. Sledd; one amended filing for Mr. Stokely; and one amended filing for Mr. Wilson.

    PROPOSAL TO APPROVE THE 2007 LONG-TERM INCENTIVE PLAN
    (Proposal 2)
    The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting will be required to approve the 2007 LTIP.
    The Board believes that adoption of the 2007 LTIP is necessary to provide the Company with the continued ability to attract, retain and motivate key personnel in a manner that is tied to the interests of the stockholders.
    Administration of the 2007 LTIP. The Compensation Committee of the Board administers the 2007 LTIP and has authority to make awards under the 2007 LTIP, to set the terms of the awards, to interpret the 2007 LTIP, to establish any rules or regulations relating to the 2007 LTIP that it determines to be appropriate and to make any other determination that it believes necessary or advisable for the proper administration of the 2007 LTIP. Subject to the limitations specified in the 2007 LTIP, the Compensation Committee may delegate its authority to appropriate personnel of the Company.
    Eligibility. Our officers, directors, key employees, consultants and advisors are eligible to receive awards (“Incentives”) under the 2007 LTIP when designated as plan participants. We currently have eightdirectors, nine officers and approximately 400key employees eligible to receive Incentives under the 2007 LTIP. Over the past several years, we have granted awards to all of our officers and directors and substantially all of our key employees under our predecessor plans. The 2007 LTIP also permits consultants and advisers to receive Incentives, although neither the Company nor the Compensation Committee has awarded, nor currently has the intention to award, Incentives to consultants or advisers. Awards under the 2007 LTIP may only be granted in the form of non-qualified stock options and restricted stock.
    Incentives relating to no more than200,000 shares of Common Stock may be granted to a single participant in one calendar year. No more than 100,000 shares may be issued as restricted stock.
    Shares Issuable through the 2007 LTIP. Because of the limited number of shares remaining available for grant under the 2002 LTIP and the expiration of the 1996 Non-Employee Directors Equity Incentive Plan, the Board of Directors has adopted the 2007 LTIP, subject to stockholder approval, and recommends its approval by the stockholders. The Board believes that our growth depends upon the efforts of our officers, key employees, consultants, advisors and directors and that the 2007 LTIP will continue to provide an effective means of attracting and retaining such personnel while enhancing their long-term focus on maximizing stockholder value. The primary features of the 2007 LTIP are summarized below. The text of the 2007 LTIP is attached hereto as Appendix A and is incorporated by reference.
    A total of 1,515,000 shares of Common Stock are authorized to be issued under the 2007 LTIP, representing approximately 3.2% of the shares of outstanding Common Stock. If the 2007 LTIP is approved by the stockholders, no additional grants will be made under our predecessor stock option plans. On March 16, 2007, the closing sale price of a share of Common Stock, as reported on the Nasdaq Global Select Market, was $34.10.
    24
    For purposes of determining the number of shares of Common Stock available for delivery under the 2007 LTIP, shares that are not delivered because an option is forfeited or canceled, shares of restricted stock that are forfeited or reacquired by us according to their terms, or shares that are not delivered because an Incentive is paid or settled in cash will not be deemed to have been delivered under the 2007 LTIP. If the exercise price of any stock option granted under the 2007 LTIP or any tax withholding obligation is satisfied by tendering shares of Common Stock or in the event of a “net share exercise” as described below, all shares to which the option relates will be deemed delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the 2007 LTIP.
    Proportionate adjustments will be made to all of the share limitations provided in the 2007 LTIP and to the number of shares then subject to the 2007 LTIP, including shares subject to outstanding Incentives, in the event of any recapitalization, reclassification, stock dividend, stock split, combination of shares or other change in the Common Stock, and the terms of any Incentive will be adjusted to the extent appropriate to provide participants with the same relative rights before and after the occurrence of any such event.
    Amendments to and Termination of the 2007 LTIP. The Board may amend or discontinue the 2007 LTIP at any time. However, the stockholders must approve any amendment that would:
    ·materially increase the benefits accruing to participants under the 2007 LTIP;
    ·increase the number of shares of Common Stock that may be issued under the 2007 LTIP;
    ·materially expand the classes of persons eligible to participate in the 2007 LTIP;
    ·expansion of the types of awards that may be granted; or
    ·authorize us to re-price outstanding options.
    No amendment or discontinuance of the 2007 LTIP may materially impair any previously granted Incentive without the consent of the recipient.
    Non-Qualified Stock Options. The 2007 LTIP permits the grant of non-qualified stock options to purchase shares of Common Stock. Incentive stock options as described in Section 422restricted stock.  Each of the Internal Revenue Code may not be granted through the 2007 LTIP. The Compensation Committee will determine the number and exercise price of the options, provided that the option exercise price may not be less than the fair market value of a share of Common Stock on the date of grant. The term of an option will also be determined by the Compensation Committee, but may not exceed 10 years. The Compensation Committee may also approve the purchase by us of an unexercised stock option from the optionee by mutual agreement for the difference between the exercise price and the fair market value of the shares covered by the option.late filings was due to technical transmittal difficulties.
     
    Except for adjustments permitted in the 2007 LTIP to protect against dilution, without approval of the stockholders, the exercise price of an outstanding option may not be decreased after grant, nor may an option that has an exercise price that is greater than the then current fair market value of a share of Common Stock be surrendered to us as consideration for the grant of a new option with a lower price or other substitute award.
    The option exercise price may be paid:
    •      in cash;
    •      in Common Stock, subject to certain limitations;
    •      in a combination of cash and Common Stock;
    •      through a "cashless" exercise arrangement;
    •     through a “net share exercise” in which the participant instructs us to withhold from issuance upon exercise that number of shares equal in value to the aggregate exercise price; or
    •     in any other manner authorized by the Compensation Committee.
    25
    Restricted Stock. Shares of Common Stock may be granted by the Compensation Committee to an eligible participant and made subject to restrictions on sale, pledge or other transfer by the participant for a certain period (the “Restricted Period”). Except for shares of restricted stock that vest based on the attainment of performance goals and except for shares of restricted stock granted to directors, the Restricted Period must be a minimum of three years with incremental vesting of portions of the award over the three-year period permitted. If vesting of the shares is subject to the attainment of specified performance goals or if shares of restricted stock are granted to directors, a minimum Restricted Period of one year with incremental vesting is allowed. All shares of restricted stock are subject to such restrictions as the Compensation Committee may provide in an agreement with the participant, including provisions obligating the participant to forfeit or resell the shares to us in the event of termination of employment or if specified performance goals or targets are not met. Subject to the restrictions provided in the agreement and the 2007 LTIP, a participant receiving restricted stock will have all of the rights of a stockholder as to such shares.
    Performance-Based Compensation under Section 162(m). Stock options granted in accordance with the terms of the 2007 LTIP qualify as performance-based compensation under Section 162(m) and as a result are not subject to the deduction limitations of Section 162(m). Grants of restricted stock that we intend to qualify as performance-based compensation under Section 162(m) must be made subject to the achievement of pre-established performance goals. The pre-established performance goals are to be based upon any or a combination of the following business criteria: earnings per share, return on assets, an economic value added measure, stockholder return, earnings, stock price, return on equity, return on capital, reduction of expenses, or increase in revenues, increase in cash flow or customer growth of the Company, or one or more operating divisions or subsidiaries. For any performance period, the performance goals may be measured on an absolute basis or relative to a group of peer companies selected by the Compensation Committee, relative to internal goals, or relative to levels attained in prior years.
    The Compensation Committee has authority to use different targets from time to time under the performance goals provided in the 2007 LTIP. As a result, the regulations under Section 162(m) require that the material terms of the performance goals be reapproved by the stockholders every five years. To qualify as performance-based compensation, grants of restricted stock are required to satisfy the other applicable requirements of Section 162(m).
    Termination of Employment. If a participant ceases to be our employee or to provide us with services for any reason, including death, the participant’s outstanding Incentives may be exercised or will expire at such time or times as may be determined by the Compensation Committee.
    Change of Control. In the event of a change of control of the Company, as defined in the 2007 LTIP, all Incentives will become fully vested and exercisable, all restrictions or limitations on any Incentives will generally lapse and, unless otherwise provided in the incentive agreement, all performance criteria and other conditions relating to the payment of Incentives will generally be deemed to be achieved or waived. In addition to the foregoing, upon a change of control the Compensation Committee will have the authority to take a variety of actions regarding outstanding Incentives. Within certain time periods, the Compensation Committee may (i) require that all outstanding Incentives remain exercisable only for a limited time, after which time all such Incentives will terminate, (ii) require the surrender to us of some or all outstanding Incentives in exchange for a stock or cash payment for each Incentive equal in value to the change of control value of a share of Common Stock, calculated as described in the 2007 LTIP, over the exercise price, (iii) make any equitable adjustments to outstanding Incentives as the Compensation Committee deems necessary to reflect the corporate change or (iv) provide that an Incentive will become an option to purchase the number and class of securities or other property to which the participant would have been entitled in connection with the change of control if the participant had been a stockholder.
    Transferability of Incentives. Under the 2007 LTIP, participants may not transfer, pledge, assign or otherwise encumber their Incentives except:
    •     by will;
    •     by the laws of descent and distribution;
    •     pursuant to a domestic relations order; or
    •     in the case of stock options only, to a charitable organization, to family members or to a partnership, limited liability company or trust of which the sole owners, members or beneficiaries are the participant or family members, if permitted by the Compensation Committee.
    26
    Payment of Withholding Taxes. We may withhold from any payments or stock issuances under the 2007 LTIP, or collect as a condition of payment, any taxes required by law to be withheld. Any participant may, but is not required to, satisfy his or her withholding tax obligation by electing to deliver currently owned shares of Common Stock or have us withhold, from the shares the participant would otherwise receive, shares of Common Stock having a value equal to the minimum amount required to be withheld. This election must be made prior to the date on which the amount of tax to be withheld is determined.
    Awards to be Granted. Grants of awards under the 2007 LTIP will be made in the future discretion of the Compensation Committee, as necessary to attract and retain key personnel. No decisions have yet been made as to any awards to be granted out of the shares that may be authorized by this Proposal 2.
    Federal Income Tax Consequences.Under existing federal income tax provisions, a participant who is granted a stock option or restricted stock normally will not realize any income, nor will we normally receive any deduction for federal income tax purposes, in the year the option or restricted stock is granted.
    When a non-qualified stock option granted pursuant to the 2007 LTIP is exercised, the participant will realize ordinary income measured by the difference between the aggregate purchase price of the Common Stock acquired and the aggregate fair market value of the Common Stock acquired on the exercise date and, subject to the limitations of Section 162(m), we will be entitled to a deduction in the year the option is exercised equal to the amount the participant is required to treat as ordinary income.
    If the exercise price of a non-qualified option is paid by the surrender of previously owned shares, the basis and the holding period of the previously owned shares carry over to the same number of shares received in exchange for the previously owned shares. The compensation income recognized on exercise of these options is added to the basis of the shares received.
    When an award of restricted stock vests, the participant will realize ordinary income measured by the fair market value of the shares of Common Stock on the vesting date. A participant may elect, however, to include in his or her income in the year of grant the fair market value of the shares of Common Stock (without regard to any restrictions) on the date of grant by filing a Section 83(b) election with the IRS within 30 days of the grant of the restricted stock. Withholding taxes must be paid at the time a Section 83(b) election is made. If a Section 83(b) election is made, but the restricted stock is forfeited or the restricted stock declines in value, the participant will not be able to recover any tax paid with respect to the grant of the forfeited or depreciated stock. Unless a Section 83(b) election is filed, upon the vesting of any shares of restricted stock, the participant must deliver to us the amount of taxes required by law to be withheld. Subject to Section 162(m), we will be entitled to a deduction for compensation paid in the same year and in the same amount as income is realized by the participant. Any dividends paid to the participant on the restricted stock will be taxable compensation income to the participant and deductible by us.
    If, upon a change in control of the Company, the exercisability or vesting of an Incentive is accelerated, the value of the acceleration, if any, may be characterized as a “parachute payment” (within the meaning of Section 280G of the Internal Revenue Code) if the sum of such amounts and any other such contingent payments received by the employee that were contingent upon a change in control exceeds an amount equal to three times the “base amount” for such employee. The base amount generally is the average of the annual compensation of such employee for the five years preceding the change in ownership or control. An “excess parachute payment”, with respect to any employee, is the excess of the parachute payments to such person, in the aggregate, over and above such person’s base amount. If the amounts received by an employee upon a change in control are characterized as parachute payments, such employee will be subject to a 20% excise tax on the excess parachute payment and we will be denied any deduction with respect to such excess parachute payment.
    This summary of federal income tax consequences of non-qualified stock options and restricted stock does not purport to be complete. Reference should be made to the applicable provisions of the Internal Revenue Code. There also may be state and local income tax consequences applicable to transactions involving options and restricted stock.
    27
    Equity Compensation Plan Information
    The following table provides information about shares of Common Stock that could be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2006.
     
    Plan category
     
    Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights
     
    Weighted-average exercise price of outstanding options, warrants and rights ($)
     
    Number of shares of Common Stock remaining available for future issuance under equity compensation plans
     
    Equity compensation plans approved by stockholders
    		   
     
     
    2002 LTIP
     
     
    2,350,094
     
     
    24.35
     
     
    262,528(1)
     
     
     
    1998 Stock Option Plan
     
     
    3,199,682
     
     
    7.44
     
     
    —
     
     
     
    1995 Stock Option Plan
     
     
    254,105
     
     
    2.60
     
     
    —
     
     
     
    Employee Stock Purchase Plan
     
    		—  —505,752 
     Non-Employee Directors Equity Incentive Plan
     
    468,078
     
     
    16.63
     
     
    —
     
     
    Equity compensation plans not approved by stockholders
    		—  —— 
     
     
     
     
     
     
     
     TOTAL
     
     
    6,271,959
     
     
    14.27
     
     
    768,280
     
    1.Includes 57,600 shares that may be issued as restricted stock. If the 2007 LTIP is approved at the Meeting, any remaining shares available for issuance under the 2002 LTIP Plan will no longer be available for issuance.
    As of December 31, 2006, the weighted average remaining contractual term of outstanding stock options is approximately 5.13 years. Of the outstanding options, 3,702,377 are vested and exercisable and these shares have a weighted average exercise price of approximately $7.61 per share. The 2,569,582 unvested options have a weighted average exercise price of approximately $23.84 per share.
    The Board of Directors unanimously recommends that our stockholders vote “FOR” the approval of the 2007 Long-Term Incentive Plan.
    28
    PROPOSAL TO RATIFY THE RETENTION OF INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM
    (Proposal 3)2)

    The Audit Committee has approved the retention of Ernst & Young LLP (“E&Y”)(E&Y) as the Company’s independent auditorsregistered public accounting firm for the fiscal year ending December 31, 2007,2008, and recommends the ratification of such retention by the stockholders.  If the stockholders do not ratify the selection of E&Y, the Audit Committee will reconsider the selection.
    Representatives of E&Y are expected to be present at the Meeting, with the opportunity to make any statement they desire at that time, and will be available to respond to appropriate questions.
    The affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting and entitled to vote is required for ratification of the retention of E&Y as the Company’s independent auditors.registered public accounting firm. If the stockholders do not ratify the selection of E&Y, the Audit Committee will reconsider the selection.

    Representatives of E&Y are expected to be present at the Annual Meeting, with the opportunity to make any statement they desire at that time, and will be available to respond to appropriate questions.  The following table presents fees for professional audit services rendered by E&Y for the audit of the Company’s annual financial statements for the years ended December 31, 20062007 and 2005,2006, and fees billed for other services rendered by E&Y.

     
     
    2006
    		  
     
    2005
    		 2007  2006
    Audit Fees(1)
     
    $
     
    743,350
    		 
     
    $
     
    593,879
    		$792,000 $761,950
    Audit Related Fees(2)
    		 
     
    20,580
    		 
     
    25,100
    		 38,500  20,580
    Tax Fees(3)
    		 
     
    67,460
    		  
     
    42,992
    		 32,680  67,460
    All Other Fees(4)
    		 
     
    1,500
    		 
     
    1,500
    		 -  1,500
    Total
     
    $
     
    832,890
    		 
     
    $
     
    663,471
    		$863,180 $851,490

    1.Audit Fees consisted of the audit of the financial statements included in our Annual Report on Form 10-K, the audit of management’s assessment of our internal control over financial reporting and review of the financial statements included in the our Quarterly Reports on Form 10-Q.  The 2005 audit fees2006 Audit Fees have been revised to include $63,879$18,600 of audit services that were invoiced and paid subsequent to the date of our 20062007 Definitive Proxy Statement.
    2.  Audit Related Fees included accounting consultations and fees for employee benefit plan audits.
    3.Tax Fees consisted of assistance with tax compliance and the review of tax returns, tax consultation and planning services, and assistance in connection with tax audits.
    4.  All Other Fees were for access to a research database.
    32
     
    The Audit Committee preapproves all audit and permissible non-audit services prior to commencement ofbefore such services.services begin.  Mr. Stokely, Audit Committee Chairman, has the delegated authority to preapprove such services and these preapproval decisions are presented to the full Audit Committee at the next scheduled meeting.  During fiscal years 20062007 and 2005,2006, the Audit Committee and/or the Audit Committee Chairman preapproved 100% of the services performed by E&Y.  A copy of our Procedure for Pre-approvalPreapproval of Services by our Independent Audit Firm is posted on our website at www.poolcorp.com.

    The Audit Committee has determined that the rendering of all non-audit services rendered by E&Y during the years ended December 31, 20062007 and 20052006 did not impair the auditor’sfirm’s independence.

    The Board of Directors unanimously recommends that our stockholders vote “FOR”FOR the ratification of the retention of E&Y as our independent auditorsregistered public accounting firm for fiscal year 2007.2008.

    2933
     
    STOCKHOLDER PROPOSALS AND BOARD NOMINATIONS
     
    In order to be considered for inclusion in the proxy materials related to our 20082009 annual meeting of stockholders, we must receive stockholder proposals no later than November 30, 2007.28, 2008.  If such proposal is timely received and in compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it will be included in the proxy statement and set forth on the form of proxy issued for such annual meeting of stockholders.
     
    Our By-laws, as amended, also require that any stockholder who desires to nominate a director or present a proposal before the 20082009 annual meeting must notify the Secretary of the Company no earlier than July 5, 20071, 2008 and no later than November 30, 2007.28, 2008.

                                                    ;                                                     By Order of the Board of Directors,
                            ;          /s/
                                Jennifer M. Neil
                                 Jennifer M. Neil,Corporate Secretary


    Covington, Louisiana
    March 30, 200728, 2008
     

    APPENDIX A
    2007 LONG-TERM INCENTIVE PLAN
    1.  Establishment of the Plan.
    1.1  Plan Name. As of the Effective Date, the name of this plan shall be the 2007 Long-Term Incentive Plan (the “Plan”).
    1.2  Effective Date. This plan document shall become effective on May 8, 2007, subject to its approval by the holders of a majority of the voting power of the shares deemed present and entitled to vote at the Pool Corporation (“POOL”) Annual Meeting of Shareholders to be held on that date and any necessary approval from any department, board or agency of the United States or states having jurisdiction.
    1.3  Purpose. The purpose of the Plan is to increase shareholder value and to advance the interests of POOL and its subsidiaries (collectively, the “Company”) by furnishing stock-based economic incentives (the “Incentives”) designed to attract, retain, reward and motivate key employees, officers, directors, consultants and advisors to the Company and to strengthen the mutuality of interests between such persons and POOL’s shareholders. Incentives consist of opportunities to purchase or receive shares of common stock, $.001 par value per share, of POOL (the “Common Stock”), on terms determined under the Plan. As used in the Plan, the term “subsidiary” means any corporation, limited liability company or other entity, of which POOL owns (directly or indirectly) within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder, as now in force or as hereafter amended (the “Code”), 50% or more of the total combined voting power of all classes of stock, membership interests or other equity interests issued thereby.
    2.  Administration.
    2.1.  Composition. The Plan shall be administered by the Compensation Committee of the Board of Directors of POOL or by a subcommittee thereof (the “Committee”). The Committee shall consist of not fewer than two members of the Board of Directors, each of whom shall (a) qualify as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”) or any successor rule, and (b) qualify as an “outside director” under Section 162(m) of the Code (“Section 162(m)”).
    2.2.  Authority. The Committee shall have plenary authority to award Incentives under the Plan, to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate, to enter into agreements with or provide notices to participants as to the terms of the Incentives (the “Incentive Agreements”) and to make any other determination that it believes necessary or advisable for the proper administration of the Plan. Its decisions in matters relating to the Plan shall be final and conclusive on the Company and participants. The Committee may delegate its authority hereunder to the extent provided in Section 3 hereof.
    3.  Eligible Participants. Key employees, officers, directors and persons providing services as consultants or advisors to the Company shall become eligible to receive Incentives under the Plan when designated by the Committee. Employees may be designated individually or by groups or categories, as the Committee deems appropriate. In accordance with applicable law, the Committee may delegate to appropriate officers of the Company its authority to designate participants, to determine the size and type of Incentives to be received by those participants and to set and modify the terms of the Incentives.
    4.  Types of Incentives. Incentives may be granted under the Plan to eligible participants in the forms of (a) non-qualified stock options; and (b) restricted stock.
    5.  Shares Subject to the Plan.
    5.1.  Number of Shares. Subject to adjustment as provided in Sections 5.2 and 9.5, the maximum number of shares of Common Stock that may be delivered to participants and their permitted transferees under the Plan shall be 1,515,000. No additional awards will be made under the Company’s predecessor stock option plans (The SCP Pool Corporation 1995 Stock Option Plan, The SCP Pool Corporation 1998 Stock Option Plan, The SCP Pool Corporation 2002 Long-Term Incentive Plan, and The SCP Pool Corporation Non-Employee Directors Equity Incentive Plan).
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    5.2.  Share Counting. To the extent any shares of Common Stock covered by a stock option are not delivered to a participant or permitted transferee because the Option is forfeited or canceled or shares of Common Stock are not delivered because an Incentive is paid or settled in cash, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under this Plan. In the event that shares of Common Stock are issued as an Incentive and thereafter are forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such forfeited and reacquired Shares may again be issued under the Plan. With respect to the Net Share Exercise of Options, as defined in Section 6.5 hereof, all shares to which the Option relates are counted against the plan limits, rather than the net number of shares delivered upon exercise.
    5.3.  Limitations on Awards. Subject to Sections 5.2 and 9.5, the following additional limitations are imposed under the Plan:
    A.  The maximum number of shares of Common Stock that may be covered by Incentives granted under the Plan to any one individual during any one calendar-year period shall be 200,000.
    B.  The maximum number of shares of Common Stock that may be issued as restricted stock shall be 100,000 shares.
    5.4.  Type of Common Stock. Common Stock issued under the Plan may be authorized and unissued shares or issued shares held as treasury shares.
    6.  Stock Options. A stock option is a right to purchase shares of Common Stock from POOL. Each stock option granted by the Committee under this Plan shall be subject to the following terms and conditions:
    6.1.  Price. The exercise price per share shall be determined by the Committee, subject to adjustment under Section 9.5; provided that in no event shall the exercise price be less than the Fair Market Value of a share of Common Stock on the date of grant.
    6.2.  Number. The number of shares of Common Stock subject to the option shall be determined by the Committee, subject to Section 5 and subject to adjustment as provided in Section 9.5.
    6.3.  Duration and Time for Exercise. The term of each stock option shall be determined by the Committee but shall not exceed 10 years from date of grant. Each stock option shall become exercisable at such time or times during its term as shall be determined by the Committee.
    6.4.  Repurchase. Upon approval of the Committee, the Company may repurchase a previously granted stock option from a participant by mutual agreement before such option has been exercised by payment to the participant of the amount per share by which: (i) the Fair Market Value (as defined in Section 9.11) of the Common Stock subject to the option on the business day immediately preceding the date of purchase exceeds (ii) the exercise price.
    6.5.  Manner of Exercise. A stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of shares of Common Stock to be purchased. The exercise notice shall be accompanied by the full purchase price for such shares. The option price shall be payable in United States dollars and may be paid (a) in cash; (b) by check; (c) by delivery or attestation of ownership of shares of Common Stock which, unless otherwise determined by the Committee, shall have been held by the optionee for at least six months, and which shares shall be valued for this purpose at the Fair Market Value on the business day of the date such option is exercised; (d) by delivery of irrevocable written instructions to a broker approved by the Company (with a copy to the Company) to immediately sell a portion of the shares issuable under the option and to deliver promptly to the Company the amount of sale proceeds (or loan proceeds if the broker lends funds to the participant for delivery to the Company) to pay the exercise price; (e) by authorizing the Company to withhold from the exercise that number of shares of Common Stock which, when multiplied by the Fair Market Value of a share of Common Stock on the date of exercise, is equal to the aggregate exercise price payable with respect to the options being exercised (a “Net Share Exercise”) or (f) in such other manner as may be authorized from time to time by the Committee.
    6.6.  Repricing. Except for adjustments pursuant to Section 9.5 or actions permitted to be taken by the Committee under Section 9.10C. in the event of a Change of Control, unless approved by the stockholders of the Company, (a) the exercise price for any outstanding option granted under this Plan may not be decreased after the date of grant; and (b) an outstanding option that has been granted under this Plan may not, as of any date that such option has a per share exercise price that is greater than the then current Fair Market Value of a share of Common Stock, be surrendered to the Company as consideration for the grant of a new option with a lower exercise price, shares of Common Stock or a cash payment.
    A-2
    7.  Restricted Stock.
    7.1.  Grant of Restricted Stock. The Committee may award shares of restricted stock to such eligible participants as the Committee determines pursuant to the terms of Section 3. An award of restricted stock shall be subject to such restrictions on transfer and forfeitability provisions and such other terms and conditions, including the attainment of specified performance goals, as the Committee may determine, subject to the provisions of the Plan. To the extent restricted stock is intended to qualify as “performance-based compensation” under Section 162(m), it must be granted subject to the attainment of performance goals as described in Section 8 below and meet the additional requirements imposed by Section 162(m).
    7.2.  The Restricted Period. At the time an award of restricted stock is made, the Committee shall establish a period of time during which the transfer of the shares of restricted stock shall be restricted and after which the shares of restricted stock shall be vested (the “Restricted Period”). Except for shares of restricted stock that vest based on the attainment of performance goals and except for shares of restricted stock granted to directors, the Restricted Period shall be a minimum of three years, with incremental vesting of portions of the award over the three-year period permitted. If the vesting of the shares of restricted stock is based upon the attainment of performance goals or if shares of restricted stock are granted to directors, a minimum Restricted Period of one year is allowed, with incremental vesting of portions of the award over the one-year period permitted. Each award of restricted stock may have a different Restricted Period. The expiration of the Restricted Period shall also occur as provided under Section 9.3 and under the conditions described in Section 9.10 hereof.
    7.3.  Incentive Agreement and Registration of Shares. The participant receiving restricted stock shall enter into an Incentive Agreement with the Company setting forth the conditions of the grant. The shares of restricted stock awarded shall be registered in the name of the participant in book entry form reflecting the restrictions on transfer.
    7.4.  Dividends on Restricted Stock. Any and all cash and stock dividends paid with respect to the shares of restricted stock shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements as the Committee may, in its discretion, prescribe in the Incentive Agreement.
    7.5.  Forfeiture. In the event of the forfeiture of any shares of restricted stock under the terms provided in the Incentive Agreement (including any additional shares of restricted stock that may result from the reinvestment of cash and stock dividends, if so provided in the Incentive Agreement), such forfeited shares shall be cancelled. The participants shall have the same rights and privileges, and be subject to the same forfeiture provisions, with respect to any additional shares received pursuant to Section 9.5 due to a recapitalization, merger or other change in capitalization.
    7.6.  Expiration of Restricted Period. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the restricted stock shall lapse and a stock certificate for the number of shares of restricted stock with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions and legends, except any that may be imposed by law, to the participant or the participant’s estate, as the case may be.
    7.7.  Rights as a Shareholder. Subject to the terms and conditions of the Plan and subject to any restrictions on the receipt of dividends that may be imposed in the Incentive Agreement, each participant receiving restricted stock shall have all the rights of a shareholder with respect to shares of stock during the Restricted Period, including without limitation, the right to vote any shares of Common Stock and the right to receive any dividends.
    8.  Performance Goals for Section 162(m) Awards. To the extent that shares of restricted stock granted under the Plan are intended to qualify as “performance-based compensation” under Section 162(m), the vesting or grant of such awards shall be conditioned on the achievement of one or more performance goals and must satisfy the other requirements of Section 162(m). The performance goals pursuant to which such shares of restricted stock shall vest or be granted shall be any or a combination of the following performance measures applied to the Company, POOL, a division or a subsidiary: earnings per share, return on assets, an economic value added measure, shareholder return, earnings, stock price, return on equity, return on total capital, reduction of expenses, increase in cash flow, increase in revenues or customer growth. The performance goals may be subject to such adjustments as are specified in advance by the Committee. For any performance period, such performance objectives may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or relative to levels attained in prior years. For grants intended to qualify as performance-based compensation under Section 162(m), the Committee may not waive any of the pre-established performance goal objectives, except for an automatic waiver under Section 9.10 hereof, or as may be provided by the Committee in the event of death or disability.
    A-3
    9.  General.
    9.1.  Duration. Subject to Section 9.9, the Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the issuance of shares of Common Stock or otherwise been terminated under the terms of the Plan and all restrictions imposed on shares of Common Stock in connection with their issuance under the Plan have lapsed.
    9.2.  Transferability. No Incentives granted hereunder may be transferred, pledged, assigned or otherwise encumbered by a participant except: (a) by will; (b) by the laws of descent and distribution; (c) pursuant to a domestic relations order, as defined in the Code; or (d) as to options, (i) to Family Members, (ii) to a partnership in which the participant and/or Family Members, or entities in which the participant and/or Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii) to a limited liability company in which the participant and/or Family Members, or entities in which the participant and/or Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole members, (iv) to a trust for the sole benefit of the participant and/or Family Members or (v) to a charitable organization. “Family Members” shall be defined as the participant’s child, stepchild, grandchild, parent, step-parent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, and any person sharing the employee’s household (other than a tenant or employee). Any attempted assignment, transfer, pledge, hypothecation or other disposition of Incentives, or levy of attachment or similar process upon Incentives not specifically permitted herein, shall be null and void and without effect.
    9.3.  Effect of Termination of Employment or Death. In the event that a participant ceases to be an employee of the Company or to provide services to the Company for any reason, including death, disability, early retirement or normal retirement, any Incentives may be exercised, shall vest or shall expire at such times as may be determined by the Committee and provided in the Incentive Agreement.
    9.4.  Additional Conditions. Anything in this Plan to the contrary notwithstanding: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of award of any Incentive or the issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive or the shares of Common Stock issued pursuant thereto for his own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.
    9.5.  Adjustment. In the event of any recapitalization, stock dividend, stock split, combination of shares or other similar change in the Common Stock, the number of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and all limitations on the number of shares that may be issued hereunder shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such adjustments, the purchase price of any option and the performance objectives of any Incentive, shall also be adjusted as and to the extent appropriate, in the reasonable discretion of the Committee, to provide participants with the same relative rights before and after such adjustment. No substitution or adjustment shall require the Company to issue a fractional share under the Plan and the substitution or adjustment shall be limited by deleting any fractional share.
    9.6.  Withholding.
    A.  The Company shall have the right to withhold from any stock issued under the Plan or to collect as a condition of issuance or vesting, any taxes required by law to be withheld. At any time that a participant is required to pay to the Company an amount required to be withheld under applicable income tax laws in connection with the lapse of restrictions on Common Stock or the exercise of an option, the participant has the right to satisfy this obligation in whole or in part by electing (the “Election”) to deliver currently owned shares of Common Stock or to have the Company withhold shares of Common Stock, in each case having a value equal to the minimum statutory amount required to be withheld under federal, state and local law. The value of the shares to be delivered or withheld shall be based on the Fair Market Value of the Common Stock on the date as of which the amount of tax to be withheld shall be determined (“Tax Date”).
    A-4
    B.  Each Election must be made prior to the Tax Date. If a participant makes an election under Section 83(b) of the Code with respect to shares of restricted stock, an Election to have shares withheld to satisfy withholding taxes is not permitted to be made.
    9.7.  No Continued Employment. No participant under the Plan shall have any right, because of his or her participation, to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation.
    9.8.  Deferral Permitted. Payment of an Incentive may be deferred at the option of the participant if permitted in the Incentive Agreement.
    9.9.  Amendments to or Termination of the Plan. The Board may amend or discontinue this Plan at any time; provided, however, that no such amendment may:
    A.  without the approval of the shareholders, (i) except for adjustments permitted herein, increase the maximum number of shares of Common Stock that may be issued through the Plan, (ii) amend Section 6.6 to permit repricing of options. or (iii) make any other change for which shareholder approval is required by law or under the applicable rules of the NASDAQ; or
    B.  materially impair, without the consent of the recipient, an Incentive previously granted.
    9.10.  Change of Control.
    A.  A Change of Control shall mean:
    i.  the acquisition by any person of beneficial ownership of 50% or more of the outstanding shares of the Common Stock or 50% or more of the combined voting power of POOL’s then outstanding securities entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control:
    a.  any acquisition (other than a Business Combination (as defined below) which constitutes a Change of Control under Section 9.10(A)(iii) hereof) of Common Stock directly from the Company,
    b.  any acquisition of Common Stock by the Company,
    c.  any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or
    d.  any acquisition of Common Stock by any corporation pursuant to a Business Combination that does not constitute a Change of Control under Section 9.10(A)(iii) hereof; or
    ii.  a majority of the directors of the Company shall be persons other than persons
    a.  for whose election proxies shall have been solicited by the Board, or
    b.  who are then serving as directors appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly-created directorships; or
    A-5
    iii.  consummation of a reorganization, share exchange, merger or consolidation (including any such transaction involving any direct or indirect subsidiary of POOL) or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”); provided, however, that in no such case shall any such transaction constitute a Change of Control if immediately following such Business Combination:
    a.  the individuals and entities who were the beneficial owners of POOL’s outstanding Common Stock and POOL’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect beneficial ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the surviving or successor corporation, or, if applicable, the ultimate parent company thereof (the “Post-Transaction Corporation”), and
    b.  except to the extent that such ownership existed prior to the Business Combination, no person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either POOL, the Post-Transaction Corporation or any subsidiary of either corporation) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 50% or more of the combined voting power of the then outstanding voting securities of such corporation, and
    c.  at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
    iv.  approval by the shareholders of POOL of a complete liquidation or dissolution of POOL.
    For purposes of this Section 9.10, the term “person” shall mean a natural person or entity, and shall also mean the group or syndicate created when two or more persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that “person” shall not include an underwriter temporarily holding a security pursuant to an offering of the security.
    B.  Upon a Change of Control of the type described in clause (A)(i) or (A)(ii) of this Section 9.10 or immediately prior to any Change of Control of the type described in clause (A)(iii) or (A)(iv) of this Section 9.10, all outstanding Incentives granted pursuant to this Plan shall automatically become fully vested and exercisable, all restrictions or limitations on any Incentives shall automatically lapse and, unless otherwise provided in the applicable Incentive Agreement, all performance criteria and other conditions relating to the payment of Incentives shall be deemed to be achieved or waived by POOL without the necessity of action by any person. As used in the immediately preceding sentence, ‘immediately prior’ to the Change of Control shall mean sufficiently in advance of the Change of Control to permit the grantee to take all steps reasonably necessary (i) if an optionee, to exercise any such option fully and (ii) to deal with the shares purchased or acquired under any such option and any formerly restricted shares on which restrictions have lapsed so that all types of shares may be treated in the same manner in connection with the Change of Control as the shares of Common Stock of other shareholders.
    C.  No later than 30 days after a Change of Control of the type described in subsections (A)(i) or (A)(ii) of this Section 9.10 and no later than 30 days after the approval by the Board of a Change of Control of the type described in subsections (A)(iii) or (A)(iv) of this Section 9.10, the Committee, acting in its sole discretion without the consent or approval of any participant (and notwithstanding any removal or attempted removal of some or all of the members thereof as directors or Committee members), may act to effect one or more of the alternatives listed below, which may vary among individual participants and which may vary among Incentives held by any individual participant:
    i.  require that all outstanding options be exercised on or before a specified date (before or after such Change of Control) fixed by the Committee, after which specified date all unexercised options and all rights of participants thereunder shall terminate,
    A-6
    ii.  make such equitable adjustments to Incentives then outstanding as the Committee deems appropriate to reflect such Change of Control (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary),
    iii.  provide for mandatory conversion of some or all of the outstanding options held by some or all participants as of a date, before or after such Change of Control, specified by the Committee, in which event such options shall be deemed automatically cancelled and the Company shall pay, or cause to be paid, to each such participant an amount of cash per share equal to the excess, if any, of the Change of Control Value of the shares subject to such option, as defined and calculated below, over the exercise price of such options or, in lieu of such cash payment, the issuance of Common Stock or securities of an acquiring entity having a Fair Market Value equal to such excess, or
    iv.  provide that thereafter, upon any exercise of an option, the holder shall be entitled to purchase or receive under such option, in lieu of the number of shares of Common Stock then covered by such option, the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement providing for the reorganization, share exchange, merger, consolidation or asset sale, if, immediately prior to such Change of Control, the holder had been the record owner of the number of shares of Common Stock then covered by such option.
    D.  For the purposes of paragraph (iii) of Section 9.10(C), the "Change of Control Value" shall equal the amount determined by whichever of the following items is applicable:
    i.  the per share price to be paid to holders of Common Stock in any such merger, consolidation or other reorganization,
    ii.  the price per share offered to holders of Common Stock in any tender offer or exchange offer whereby a Change of Control takes place,
    iii.  in all other events, the fair market value per share of Common Stock into which such options being converted are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of conversion of such options, or
    iv.  in the event that the consideration offered to holders of Common Stock in any transaction described in this Section 9.10 consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered that is other than cash.
    9.11.  Definition of Fair Market Value. Whenever “Fair Market Value” of Common Stock shall be determined for purposes of this Plan, it shall be determined as follows: (i) if the Common Stock is listed on an established stock exchange or any automated quotation system that provides sale quotations, the closing sale price for a share of the Common Stock on such exchange or quotation system on the applicable date, or if no sale of the Common Stock shall have been made on that day, on the next preceding day on which there was a sale of the Common Stock; (ii) if the Common Stock is not listed on any exchange or quotation system, but bid and asked prices are quoted and published, the mean between the quoted bid and asked prices on the applicable date, and if bid and asked prices are not available on such day, on the next preceding day on which such prices were available; and (iii) if the Common Stock is not regularly quoted, the fair market value of a share of Common Stock on the applicable date as established by the Committee in good faith.
    9.12.  Incentive Agreements. Each award of an Incentive hereunder shall be evidenced by an agreement or notice delivered to the participant, by paper copy or electronic copy, that shall specify the terms and conditions thereof and any rules applicable thereto, including but not limited to the effect on such Incentive of the participant’s ceasing to be employed by or to provide services to the Company. The Incentive Agreement may also provide for the forfeiture of an Incentive in the event that the participant competes with the Company or engages in other activities that are harmful to or against the interests of the Company.
    A-7


    109 NORTHPARK BLVD.
    COVINGTON, LA  70433
     
    VOTE BY INTERNET - www.proxyvote.com
    Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
     
    ELECTRONIC DELIVERY OF FUTURE SHAREHOLDERSTOCKHOLDER
    COMMUNICATIONS
    If you would like to reduce the costs incurred by Pool Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholderstockholder communications electronically in future years.
     
    VOTE BY PHONE - 1-800-690-6903
    Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
     
    VOTE BY MAIL
    Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Pool Corporation, c/o ADP,Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
     
     
     
    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
    -------------------------------------------------------------------------------------------------------------------------------------------------------------------
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    THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

    		POOL CORPORATION 
    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
    FOR THE NOMINEES LISTED BELOW AND FORFOR PROPOSALS 2 AND 3. PROPOSAL 2.
    		 
    1. Election of Directors
    For
    All
    Withhold
    All
    For All
    Except
    To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
     
    Nominees:
    		  ooo
    01)  Wilson B. Sexton05)    Manuel J. Perez de la Mesa     
    1.Election of Directors02)  Andrew W. Code06)    Harlan F. Seymour o o o
     01) Wilson B. Sexton
        05)Manuel J. Perez de la Mesa
    		    
     02) Andrew W. Code
        06)03)  James J.Gaffney
    		07)    Robert C. Sledd    
     03)James J.Gaffney
        07)Harlan F. Seymour
    04)George T. Haymaker, Jr.
    08)John E. Stokely
    		    
          
     
    For
    Against
    Abstain
    2.Approval of the Company’s 2007 Long-Term Incentive Plan. o o o
      ForAgainstAbstain 
    3.2. Ratification of the retention of Ernst & Young LLP as the Company’s independent auditors.registered public accounting firm.  o  o  o
         
    4.3. In their discretion, to
    To transact such other business as may properly come before the meeting and any adjournments thereof.
    		  
     
    PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.  WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.  WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.  IF A CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER.  IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
     
    PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
    PROMPTLY USING THE ENCLOSED ENVELOPE.
     
         
    Signature [PLEASE SIGN WITHIN BOX]Date Signature (Joint Owners)Date
     



    Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on May 6, 2008:
    The Proxy Statement and Annual Report for the fiscal year ended December 31, 2007 are available at www.poolcorp.com/investors
    ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    POOL CORPORATION
    109 NORTHPARK BOULEVARD
    COVINGTON, LOUISIANA 70433

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
    POOL CORPORATION

    The undersigned hereby appoints Craig K. Hubbard and A. David Cook, or either of them, as proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all shares of Common Stock of Pool Corporation (the “Company”) held of record by the undersigned on March 16, 2007,14, 2008, at the annual meeting of stockholders to be held at the office of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P., at 201 St. Charles Avenue, New Orleans, Louisiana 70170-5100, on May 8, 2007,6, 2008, or any adjournment or postponement thereof.

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTOR NOMINEES NAMED ON THE REVERSE SIDE AND FOR PROPOSALS 2 AND 3.PROPOSAL 2.  THE PROXY HOLDERS NAMED ABOVE WILL VOTE IN THEIR DISCRETIONAS RECOMMENDED BY THE BOARD OF DIRECTORS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
     
    (Please See Reverse Side)