THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Core-Mark Holding Company, Inc. (CORE)

4/18/2006 Proxy Information

Mr. Robert A. Allen is not currently independent due to his service as an officer of Core-MarkÕs predecessor within the last three years.

J. Michael Walsh is Chris L. WalshÕs uncle.

Transactions with Directors and Management

One of our customers, Eureka Management Group LLC, is owned primarily by Ron McPherson, who is the father of Scott McPherson, one of our Vice Presidents. The Company recorded net sales to Eureka Management Group LLC of approximately $0.2 million and $0.8 million in 2005 and 2004, respectively. These transactions were negotiated at arms-length and in the ordinary course of business. As of December 31, 2005, we held a non-recourse note receivable of approximately $220,000 related to these transactions which was collateralized by a deed of trust on a convenience store owned by Eureka Management Group LLC. As of February 16, 2006 the note receivable had been repurchased by Eureka Management Group LLC for $200,000 and is no longer outstanding.

Securities Issued Pursuant to Our 2004 and 2005 Long-Term Incentive Plans

In August 2004, we approved the grant of options to purchase an aggregate of 1,060,422 shares of our common stock to certain of our officers and employees under our 2004 Long Term Incentive Plan. The options have an exercise price of $15.50, the fair value of a share of our common stock as determined pursuant to the Plan and have a three year vesting period. One third of the shares vested on August 23, 2005, and the remaining shares vest in equal monthly installments over the two year period commencing on August 23, 2005, for each consecutive month of service that individual provides to the Company. Certain members of our management are entitled to accelerated vesting of their option shares and restricted stock units in the event that they are terminated without cause or resign for good reason prior to the expiration of the vesting period or are terminated without cause or resign for good reason within one year after a change of control of the company.

In addition in 2004, we issued an aggregate of 190,876 shares of restricted common stock and restricted stock units to certain of our officers and employees under our 2004 Long Term Incentive Plan. The transfer restrictions with respect to one third of the shares of restricted common stock lapsed on August 23, 2005 and the transfer restrictions with respect to the remaining shares of restricted common stock lapse in equal monthly installments over the two year period commencing on August 23, 2005 for each month of service provided by such employee to the Company. The restricted stock units vest over a three year period. One third of the shares vested on August 23, 2005, and the remaining shares vest in equal monthly installments over the two year period commencing on August 23, 2005, for each consecutive month of service that the individuals provide services to Company. If we are acquired by a non-public company, then all unvested shares will immediately vest. In addition, if we are acquired by a public company and the holder of the restricted stock is terminated without cause within one year after we are acquired, then all unvested shares will immediately vest.

In February 2005, the Compensation Committee and the Board of Directors adopted our 2005 Long Term Incentive Plan, or the 2005 Plan. The number of shares of our common stock issuable under the 2005 Plan was limited to a number of shares having a market value of $5.5 million, based on the average closing price of our common stock over the eleventh through twentieth trading days following the date that our common stock became listed for quotation on the NASDAQ National Market. This average closing price was established in December 2005 and was determined to be $32.201.

Also in February 2005, the Compensation Committee and the Board of Directors approved the grant of restricted stock units to the CompanyÕs employees having a value of approximately $5.0 million with a vesting commencement date of February 1, 2005. Using the share price of $32.201 established in December 2005, the number of restricted stock units issued was 153,455. These restricted stock units vest over a three year period. One third of the shares vested on February 1, 2006, and the remaining units vest in equal quarterly installments over the two year period commencing on February 1, 2006, for each consecutive quarter of service that such employee provides services to Company. If we are acquired by a non-public company, then all unvested units will immediately vest. In addition, if we are acquired by a public company and the holder of the restricted stock units is terminated without cause within one year after we are acquired, then all unvested units will immediately vest.

The Board of Directors determined that the remaining balance of approximately $0.5 million available for grants under the 2005 Plan should be reserved for future issuances.

Options Issued Pursuant to Our Directors Equity Incentive Plans

In August, 2004, we issued an option to purchase 7,500 shares to each of our non-employee directors at the time under our 2004 Directors Equity Incentive Plan. The options have an exercise price of $15.50, the fair value of a share of our common stock as determined pursuant to the Fleming Plan of Reorganization. The options vest over three years. One third of the options vested on August 23, 2005, and the remaining options vest in equal quarterly installments over the two year period commencing on August 23, 2005, for each consecutive quarter that the grantee remains a director. Any unvested option shares will immediately vest upon a change of control of the Company.

In August, 2005, we issued an option to purchase 7,500 shares to two new non-employee directors under our 2005 Directors Equity Incentive Plan. The options have an exercise price of $27.03, the fair value of a share of our common stock as determined by our Board of Directors as provided in the plan on the basis of the average trading price of our common stock over the twenty trading days ending two trading days prior to the date of grant. The options vest over three years and expire after seven years. One third of the options vest on August 12, 2006, and the remaining options vest in equal quarterly installments over the two year period commencing on August 12, 2006, for each consecutive quarter that the grantee remains a director. Any unvested option shares will immediately vest upon a change of control of the Company.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. We believe that these agreements are necessary to attract and retain qualified persons as directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.