• the consummation of a reorganization, merger, consolidation, plan of liquidation or dissolution, recapitalization or sale, or other disposition of all or substantially all of the assets of the Company or the acquisition of the stock or assets of another corporation, or other transaction (each, a “Business Transaction”), and as a result of which less 50% of the outstanding voting interests or securities of the surviving or resulting entity immediately after the Business Transaction are owned in the aggregate by the former shareholders of the Company, as the same shall have existed immediately prior to such Business Transaction, in substantially the same proportions as their ownership before such Business Transaction.

     The Company will be required to pay the amounts described below if following the occurrence of a change in control (or within 90 days prior to the date of a change in control if at the request of a third party who has taken steps reasonably calculated to effect a change in control) (1) the Company terminates the executive’s employment during the Severance Period other than for cause, or as a result of the executive’s death or permanent disability, or (2) the executive terminates the executive’s employment for good reason during the Severance Period. Each of (1) and (2) is referred to in the change in control agreement as a “Triggering Termination.” As a condition precedent to receiving any payments and benefits under the change in control agreement, the executive must execute and not later revoke a waiver and release agreement and be in compliance with the restrictive covenants and terms of the change in control agreement. The material covenants of the executive in the change in control agreement include a duty of loyalty, non-disclosure, non-use and protection of confidential information, nondisparagement, non-competition and non-solicitation of employees and clients. The non-competition and non-solicitation provisions apply during the term of the change in control agreement and for a period of 2 years following the termination of employment.

     In the event of a Triggering Termination, subject to the terms of the agreement, the Company is required to pay to the executive an amount equal to two times (except in the case of Mr. Cooper, in which case it shall be three times) the sum of (A) the executive’s annual base salary rate in effect for the year in which the termination date occurs, plus (B) the executive’s incentive or target bonus (in an amount equal to the target bonus immediately prior to the change in control or, if such target shall not have been established or shall be reduced after a change in control, the highest aggregate incentive pay earned in any of the three fiscal years immediately preceding the year in which the change in control occurred). Such amounts shall be payable as follows: 50% shall be payable within 5 business days after the termination date and 50% shall be payable in equal monthly installments over the 24 months following the termination date, provided that the agreement provides that the timing of payments may be adjusted if necessary to comply with Section 409A of the Code. The Company will also either provide employee benefits to the executive comparable to the benefits that the executive was receiving or entitled to receive immediately prior to the termination date or will pay a lump sum payment in lieu of the continuation of such benefits, as described in the change in control agreement.

     In addition to the amounts described above, if there is a Triggering Termination, the Company will pay in cash to the executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been earned, accrued, allocated or awarded to the executive for any performance period ending prior to a Triggering Termination, plus (ii) the value of any annual bonus or long-term incentive pay earned, accrued, allocated or awarded with respect to the executive’s service during the performance period or periods that include the date on which the change in control occurred. Furthermore, if there is a Triggering Termination, all stock options, restricted stock and any other equity award shall become fully vested as of the date of termination.

     Notwithstanding any provision of the change in control agreement or any other agreement between the executive and the Company to the contrary, if any amount or benefit to be paid or provided under the change in control agreement or any other agreement would be a payment that creates an obligation for the executive to pay excise taxes under Section 280G of the Code (an “excess parachute payment”), then the payments and benefits to be paid or provided under the change in control agreement and any other agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment; provided that the foregoing reduction will not be made if such reduction would result in the executive receiving an after-tax amount less than 90% of the after-tax amount

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of the severance payments he would have received under the change in control agreement or under any other agreement. In the event that any payment or benefit intended to be provided is required to be reduced pursuant to this provision, the executive will be entitled to designate the payments and/or benefits to be so reduced.

     In addition to the foregoing limitation, the change in control agreements provide that to the extent that the executive receives payments by reason of his termination of employment pursuant to any other employment or severance agreement or employee plan (collectively, “Other Employment Agreements”), the amounts otherwise receivable under the change in control agreement will be reduced by the amounts actually paid pursuant to the Other Employment Agreements, but not below zero, to avoid duplication of payments so that the total amount payable or value of benefits receivable under the change in control agreement, and under the Other Employment Agreements, is not less than the amounts payable or value receivable had such benefits been paid in full under the change in control agreement.

     Non-Competition Agreements

     Each of the named executive officers has also entered into a non-competition agreement with the Company. Each non-competition agreement provides, among other things, that during the executive’s employment with the Company and for a period of 2 years following the termination of such employment for any reason, the executive shall not, directly or indirectly:

• employ or solicit for employment any Company employee who has been employed by the Company during the six months prior to the termination of the executive’s employment or urge any such person to discontinue employment with the Company; seek to employ any individual who has applied for and/ or accepted placement in a job by the Company with a client, and about whom the executive obtained information or with whom the executive interacted on behalf of the Company;
   
• solicit any client of the Company for the purpose of providing temporary and/or permanent staffing services on behalf of a competing business;
   
• engage in any conduct intended to induce or urge any client to discontinue its business relationship with the Company; or
   
• do any business with any Company client in connection with the provision of temporary and/or permanent staffing services.

     The non-competition agreement also provides that during the executive’s employment with the Company and for a period of 12 months following the termination of such employment, the executive shall not, directly or indirectly, in any location in which the Company conducts or plans to conduct business, work for or participate in a business similar to or that competes with the business of the Company. Within 15 days after the termination of the executive’s employment, the Company, in its sole discretion, may elect to extend the non-competition period from 12 months to 24 months, provided that if the Company makes such election and either the Company terminated the executive’s employment without cause or the executive terminated employment with good reason, then, if the executive has complied with certain conditions precedent, the period during which the executive is entitled to receive separation payments pursuant to the executive’s employment agreement will automatically and without further action be extended from 12 months to 24 months, except in Mr. Cooper’s case. In Mr. Cooper’s case, if at the time of termination the period during which he is entitled to separation payments pursuant to his employment agreement is less than 24 months, then such period will be increased to 24 months, and if at the time of termination the period during which he is entitled to separation payments pursuant to his employment agreement is 24 months or more, then such period will be extended by one additional month. The non-competition agreement also contains, among other things, provisions covering duty of loyalty and non-disclosure, non-use and other protection of confidential information.

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     Stock Option and Restricted Stock Agreements

     The award agreements that govern the stock option and restricted stock grants to the named executive officers also provide that the stock options and restricted stock, as applicable, will become fully vested if after a change of control the named executive officer is terminated without cause or terminates his employment for good reason. For purposes of the stock option and restricted stock agreements, change of control means the first day that any one or more of the following conditions shall have been satisfied:

• the sale, liquidation or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions;
   
• an acquisition (other than directly from the Company) of any outstanding voting securities by any person, after which such person has beneficial ownership of 25% or more of the then outstanding voting securities of the Company, other than a Board approved transaction;
   
• during any 24-consecutive month period, the individuals who, at the beginning of such period, constitute the Board cease for any reason other than death to constitute at least a majority of the members of the Board, subject to certain exceptions; or
   
• a merger, consolidation or reorganization of the Company, as a result of which the shareholders of the Company immediately prior to such merger, consolidation or reorganization own directly or indirectly immediately following such merger, consolidation or reorganization less than 50% of the combined voting power of the outstanding voting securities of the entity resulting from such merger, consolidation or reorganization.

     Potential Payout Upon an Involuntary Termination Without Cause or for Good Reason

     The table below quantifies the potential payouts to each of the named executive officers assuming that on December 28, 2007, the named executive officer was terminated by the company without cause or the named executive officer terminated his employment for good reason. The table shows two alternative scenarios – termination before a change in control and termination after a change in control.

													Potential Payouts upon Involuntary
			Potential Payouts upon Involuntary Termination by										Termination by Company without Cause
			Company without Cause or by Executive for Good										or by Executive for Good Reason before a
			Reason after a Change in Control (1)(2)										Change in Control (3)
						Restricted			Stock		Continuation				Restricted
						Stock			Option		of Health &				Stock			Stock Option
			Cash			Vesting			Vesting		Welfare				Vesting			Vesting
Name			Payment			(4)			(5)		Benefits		Cash Payment		(4)(6)			(5)(6)
Steven C. Cooper (7)			$	1,848,750		$	502,283		—		$33,633		$602,083		$	502,283		—
James E. Defebaugh (7)			$	715,000		$	236,758		—		$22,422		$275,000		$	96,963		—
Derrek L. Gafford (7)			$	650,000		$	230,872		—		$22,422		$250,000		$	95,972		—
Wayne Larkin (7)			$	650,000		$	285,905		—		$22,422		$250,000		$	108,529		—
Noel Wheeler (7)			$	650,000		$	273,600		—		$22,422		$250,000		$	160,886		—

____________________

(1)		Assumes that (a) the change in control agreement was effective as of December 28, 2007, (b) a change in control occurred on or before such date and (c) the named executive officer was terminated by the company without cause on such date or the named executive officer terminated his employment for good reason on such date.
(2)		As explained above, the definition of a change of control for purposes of the stock option and restricted stock agreements differs slightly from the definition of change in control in the change in control agreements. In the event a named executive officer was terminated on December 28, 2007, by the company without cause or the named executive officer terminated his employment for good reason on such date following a change of control under the stock option and restricted stock agreements that did not constitute a change in control

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		for purposes of the change in control agreement, the named executive officer would have been entitled to the restricted stock vesting and stock option vesting but not the cash payment or continuation of health and welfare benefits shown in the table.
(3)		Assumes that (a) the employment agreement was effective as of December 28, 2007, (b) no change in control occurred on or before such date and (c) the named executive officer was terminated by the company without cause on such date or the named executive officer terminated his employment for good reason on such date.
(4)		The amounts shown for each named executive officer are calculated by multiplying the number of unvested restricted stock awards for such named executive officer with respect to which the vesting would accelerate as a result of termination under the circumstances noted by the closing price of a share of common stock on December 28, 2007, which was $14.79. Unvested restricted stock awards are set forth in the Outstanding Equity Awards at Fiscal Year-End table.
(5)		The amounts shown for each named executive officer are calculated by multiplying the number of in-the-money options with respect to which the vesting would accelerate as a result of termination under the circumstances noted by the difference between the exercise price and the closing price of a share of common stock on December 28, 2007. The option values above are zero for each named executive officer since the executives currently have no in-the money options (all options have an exercise price below the closing price of a share of common stock on December 28, 2007). The number of shares subject to unvested stock options and exercise prices thereof are shown above in the Outstanding Equity Awards at Fiscal Year-End table.
(6)		Mr. Cooper’s employment agreement provides for the accelerated vesting of all equity awards upon termination of employment under the conditions noted in footnote (3) above. Under the employment agreements for the named executive officers (other than Mr. Cooper), however, vesting is only accelerated for those equity awards which would have vested in the 12 month period following a termination of employment under the conditions noted in footnote (3) above.
(7)		As discussed above, the amounts actually payable to the named executive officers pursuant to the change in control agreement (and the amounts actually payable to Mr. Cooper pursuant to his employment agreement) are subject to reduction if any amount or benefit to be paid under such agreement or any other agreement would be a payment that creates an obligation for the named executive officer to pay excise taxes under Section 280G of the Code. For purposes of Section 280G, the value of the acceleration of stock options and restricted stock is based on a time-based formula and is different than the method described in footnotes (4) and (5) above.

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Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the beneficial ownership of common stock of the Company as of March 14, 2008, for (i) each person known to the Company to own beneficially 5% or more of our common stock; (ii) each director of the Company; (iii) each individual identified as a named executive officer of the Company pursuant to Item 402 of Regulation S-K; and (iv) all named executive officers and directors of the Company as a group. Except as otherwise noted, the named beneficial owner has sole voting and investment power. As of March 14, 2008, the Company had no other classes of outstanding equity securities.

					Amount and
					Nature of
					Beneficial
					Ownership
					(Number of		Percent
Name & Address of Beneficial Owner**			Title of Class		Shares) (1)		of Class
Steven C. Cooper (2)			Common Stock		228,791		*
Joseph P. Sambataro, Jr (3)			Common Stock		201,117		*
Noel S. Wheeler (4)			Common Stock		87,694		*
Derrek L. Gafford (5)			Common Stock		100,437		*
Thomas E. McChesney (6)			Common Stock		60,592		*
William W. Steele (7)			Common Stock		57,889		*
James E. Defebaugh (8)			Common Stock		57,728		*
Wayne W. Larkin (9)			Common Stock		55,532		*
Craig E. Tall (10)			Common Stock		31,656		*
Gates McKibbin (11)			Common Stock		30,450		*
Keith D. Grinstein (12)			Common Stock		27,389		*
Robert J. Sullivan (13)			Common Stock		21,423		*
All officers and directors as a group (12 individuals)			Common Stock		960,698		2.17	%
Jeffrey L. Gendell, et al. (14)			Common Stock		4,047,517		9.13	%
Royce & Associates, LLC (15)			Common Stock		6,798,877		15.34	%
Columbia Wanger Asset Management, LP (16)			Common Stock		2,850,000		6.44	%

____________________
 

(1)		Beneficial ownership is calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act, and includes (i) shares held outright and restricted shares; (ii) share units accrued under the Company’s 401(k) plan; and, (iii) shares issuable upon exercise of options, warrants and other securities convertible into or exchangeable for shares, which were exercisable on or within 60 days after March 14, 2008.
(2)		Includes 136,623 shares held outright, 6,248 shares accrued under the 401(k) plan and options for 85,920 shares.
(3)		Includes 76,926 shares held outright, 11,279 shares accrued under the 401(k) plan and options for 112,912 shares.
(4)		Includes 39,548 shares held outright, and options for 48,146 shares.
(5)		Includes 57,282 shares held outright, 5,142 shares accrued under the 401(k) plan and options for 38,013 shares.
(6)		Includes 31,592 shares held outright, 9,000 shares held indirectly in IRAs, and options for 20,000 shares.
(7)		Includes 50,389 shares held outright, and options for 7,500 shares.
(8)		Includes 32,358 shares held outright, 7,253 shares accrued under the 401(k) plan, and options for 18,117 shares.

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(9)		Includes 34,435 shares held outright, 427 shares accrued under the 401(k) plan, and options for 20,670 shares.
(10)		Includes 31,656 shares held outright.
(11)		Includes 15,450 shares held outright and options for 15,000 shares.
(12)		Includes 20,889 shares held outright and options for 6,500 shares.
(13)		Includes 21,423 shares held outright.
(14)		Information provided is based solely on a Schedule 13G dated January 25, 2008, filed on behalf of Jeffrey Gendell and the following affiliates of Jeffrey L. Gendell: Tontine Overseas Associates, LLC; Tontine Capital Partners, LP; and Tontine Capital Management, LLC. Mr. Gendell is managing member of Tontine Overseas Associates, LLC which has shared voting and shared dispositive power over 796,720 shares. Mr. Gendell is general partner of Tontine Capital Partners, LP, and managing member of Tontine Capital Management, LLC, which have shared voting and dispositive power over 3,250,797 shares. The mailing address of Mr. Gendell and the aforementioned affiliates is 55 Railroad Avenue, Greenwich, Connecticut, 06830.
(15)		Information provided is based solely on a Schedule 13G dated January 30, 2008, filed on behalf of Royce & Associates, LLC and its subsidiaries. Royce & Associates, LLC has sole voting and sole dispositive power of 6,798,877 shares. The business address of Royce & Associates, LLC is 1414 Avenue of the Americas, New York, New York, 10019.
(16)		Information provided is based solely on a Schedule 13G dated January 23, 2008, filed on behalf of Columbia Wanger Asset Management, L.P.. Columbia Wanger Asset Management, L.P. has sole voting and sole dispositive power of 2,850,000 shares. The business address of Columbia Wanger Asset Management, L.P. is 227 West Monroe Street, Suite 3000, Chicago, Illinois, 60606.
*		Less than 1%.
**		The address of the named executive officers and directors is c/o TrueBlue, Inc., 1015 A Street, Tacoma, Washington 98402.

Audit Committee Report

     The Audit Committee is comprised of three independent members of the Board of Directors. Members of the Audit Committee currently include Mr. Grinstein, who chairs the committee, and Mr. Sullivan and Ms. McKibbin. The Board of Directors has affirmatively determined that each member of the committee is “financially literate” under the listing standards of the New York Stock Exchange, and that Mr. Grinstein and Mr. Sullivan are each an “audit committee financial expert” as such term is defined in Item 407 of Regulation S-K.

     The Audit Committee met six times in 2007. Over the course of these meetings, the Audit Committee met with the Company’s chief executive officer, chief financial officer, chief information officer, general counsel, chief compliance officer, other senior members of the finance department, the director of internal audit, the Company’s outside counsel and independent auditors. These meetings included private, executive sessions between the Audit Committee and the Company’s independent auditors and director of internal audit, respectively. During its meetings, the Audit Committee reviewed and discussed, among other things:

• the status of and any significant issues in connection with the quarterly reviews and annual audit of the Company’s financial statements;
   
• the Company’s annual internal and external audit plans and the internal and external staffing resources available to carry out the Company’s audit plans;
   
• the Company’s significant accounting policies and estimates;
   
• the Company’s progress toward evaluating and documenting its internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002;
   
• the impact of new accounting pronouncements;

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• the impact of recent developments in corporate governance;
   
• current tax matters affecting the Company; and
   
• the Company’s management information systems.

     The Audit Committee has reviewed and discussed with management and the independent auditors the Company’s audited financial statements as of and for the year ended December 28, 2007. This discussion included, among other things:

• critical accounting policies and practices used in the preparation of the Company’s financial statements;
   
• significant items involving management’s estimates and judgments, including workers compensation reserves, tax matters, allowances for doubtful accounts, and legal and regulatory contingencies;
   
• alternative treatments within GAAP of the Company’s annual financial information;
   
• the effect of regulatory and accounting initiatives on the Company’s financial statements, including the adoption of significant accounting pronouncements;
   
• any significant audit adjustments proposed by the independent auditors and management’s response; and
   
• confirmation that there were no matters of significant disagreement between management and the independent auditors arising during the audit.

     In addition to the meetings discussed above, the Audit Committee, or its chair, reviewed with management, and the Company’s independent auditors, the Company’s financial statements for each quarter of 2007 prior to the quarterly release of earnings.

     The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants. The Audit Committee has received and reviewed the written disclosures and the letter from the independent auditors required by Independence Standard No. 1, Independence Discussions with Audit Committees, as amended, by the Independence Standards Board, and has discussed with the independent accountants the independent accountants’ independence.

     The Audit Committee has considered whether the provision of non-audit services by the Company’s principal auditor is compatible with maintaining auditor independence and has concluded that such services are compatible with maintaining the independence of the auditors. Based on the reviews and discussions referred to above, the Audit Committee believes that PricewaterhouseCoopers has been objective and impartial in conducting the 2007 audit.

     In performing all of the functions described above, the Audit Committee acts in an oversight capacity. In that role, the Audit Committee relies primarily on the work and assurances of our management, which has the primary responsibility for our financial statements and reports, and of the independent auditors who, in their report, express an opinion on the conformity of our annual financial statements to accounting principles generally accepted in the United States.

     The Audit Committee has recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2007, for filing with the Securities and Exchange Commission.

Members of the Audit Committee:

Keith D. Grinstein, Chair
Robert J. Sullivan
Gates McKibbin

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Equity Compensation Plan Information:

											Number of securities
											remaining available
											for future issuance
							Weighted-average				under equity
			Number of securities to				exercise price				compensation plans
			be issued upon exercise				of outstanding				(excluding securities
Plan category			of outstanding options				options				reflected in column (a))
Equity compensation plans not approved by
security holders (1)				214,000				$12.13				—
Equity compensation plans approved by
security holders (2)				811,000				$18.13				4,059,000
				1,025,000				$16.88				4,059,000
Employee stock purchase plans approved by
security holders (3)				—				—				434,000
				1,025,000				$16.88				4,493,000

____________________
 

(1)		Equity compensation plans not approved by security holders include the following:
		TrueBlue, Inc. 2000 Stock Option Plan. This is a broadly based plan, which provides for the issuance of non-qualified stock options to directors, officers, and employees of the Company. The Board or a committee of the Board administers the plan. The exercise price for options issued under the plan must not be less than 100% of the fair market value of the Company’s common stock on the grant date. No further awards were made pursuant to this plan upon shareholder approval of the 2005 Long-Term Equity Incentive Plan.
		TrueBlue, Inc. 2002 U.K. Stock Option Plan. This plan is a “sub-plan” of the 2000 Stock Option Plan discussed above, which provides for the issuance of non-qualified stock options to officers and employees of the Company’s UK subsidiary. The plan is administered by the Board or a committee of the Board. The exercise price for options issued under the plan must not be less than 100% of the fair market value of the Company’s common stock on the grant date. The plan limits the amount of options that may be granted to any grantee under the plan, by providing that the aggregate fair market value of common stock underlying all such options held by a grantee (measured as of the grant dates) cannot exceed £30,000. No awards were made pursuant to this plan upon shareholder approval of the 2005 Long-Term Equity Incentive Plan.
(2)		Equity compensation plans approved by security holders include the following:
		1996 TrueBlue, Inc. Employee Stock Option and Incentive Plan. This plan applies to directors, officers, and employees of the Company and permits the granting of non-qualified and incentive stock options, restricted shares, stock appreciation rights and other stock based awards. There were 63,000 restricted shares outstanding as of December 28, 2007. Outstanding stock options as of the fiscal year end are listed in the table above. No further awards were made pursuant to this plan upon shareholder approval of the 2005 Long-Term Equity Incentive Plan.
		TrueBlue, Inc. 2005 Long-Term Equity Incentive Plan. This plan applies to directors, officers, employees and consultants of the Company and permits the granting of nonqualified stock options, incentive stock options, restricted stock, restricted stock units and stock appreciation rights. The total number of shares authorized under this plan is 5,500,000 shares. As of December 28, 2007 there were 4,100,000 shares available for future issuance under this plan. There were 600,000 restricted shares outstanding as of December 28, 2007. Outstanding stock options as of the fiscal year end are listed in the table above. All future stock compensation awards will be awarded from this plan.

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(3)		Employee stock purchase plans approved by security holders include the following:
		1996 TrueBlue Employee Stock Purchase Plan. This plan provides an opportunity for regular employees who have met certain service qualifications to purchase shares of our common stock through payroll deductions of up to 10% of eligible after-tax compensation. These deductions are used to purchase shares of our common stock at 85% of the fair market value of our common stock as of either the first day or last day of each month, whichever is less. As of December 28, 2007, there were 434,000 shares available for future issuance under this plan.

PROPOSALS OF SHAREHOLDERS

     The Company anticipates that the 2009 Annual Meeting will be held no later than June 2009. Accordingly, a shareholder proposal to be presented at the Company’s 2009 Annual Meeting of Shareholders and included in the Company’s proxy statement relating to such meeting must be received by the Company at its executive offices at P.O. Box 2910, Tacoma, WA 98401, no later than December 15, 2008, and no earlier than October 16, 2008. Please send the proposal to the attention of the Company’s Corporate Secretary. A proposal for action to be presented by any shareholder at an annual meeting will be out of order and will not be acted upon unless (i) specifically described in the Company’s proxy statement relating to such meeting, (ii) such proposal has been submitted in writing to the Secretary at the above address on or before December 15, 2008, and not earlier than October 16, 2008, and (iii) such proposal is, under law, an appropriate subject for shareholder action.

OTHER BUSINESS

     We do not intend to bring any other business before the meeting, and, so far as we know, no matters are to be brought before the meeting except as specified in the notice of the meeting. However, as to any other business which may properly come before the meeting, it is intended that proxies, in the form enclosed, will be voted in respect thereof, in accordance with the judgment of the persons voting such proxies.

FORM 10-K REPORT AVAILABLE

     A copy of the Company’s annual report on Form 10-K, as filed with the Securities and Exchange Commission, will be furnished without charge to shareholders upon request to Chief Financial Officer, TrueBlue, Inc., P.O. Box 2910, Tacoma, WA 98401; telephone: (253) 383-9101.

TRUEBLUE, INC.

By Order of the Board of Directors

James E. Defebaugh

Secretary

/s/ James E. Defebaugh

Tacoma, Washington

April 14, 2008

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TRUEBLUE, INC. C/O COMPUTERSHARE 350 INDIANA STREET SUITE 350 GOLDEN, CO 80401

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 Wednesday, May 13, 2008. 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 SHAREHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by TrueBlue, Inc. 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 shareholder 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 Wednesday, May 13, 2008. 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 TrueBlue, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

 

 

 

 

 

 

 

 

 

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	TRUEB1		KEEP THIS PORTION FOR YOUR RECORDS
			DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TRUEBLUE, INC.
		Election of Directors
	1.	The Board of Directors recommends a vote
		FOR the listed nominees.
		Nominees:
		01)	Steven C. Cooper	05)	Joseph P. Sambataro, Jr.
		02)	Keith D. Grinstein	06)	William W. Steele
		03)	Thomas E. McChesney	07)	Robert J. Sullivan
		04)	Gates McKibbin	08)	Craig E. Tall

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.
o	o	o

 

 

		Issues
		The Board of Directors recommends a vote FOR the following proposal.				For		Against		Abstain
	2.	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 26, 2008.				o		o		o
	3.	In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
		Authorized Signatures - Sign Below- This section must be completed for your instructions to be executed.
	NOTE: 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 in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
	For address changes and/or comments, please check this box and write them on the back where indicated.		o

	Signature [PLEASE SIGN WITHIN BOX]	Date			Signature (Joint Owners)	Date

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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

 

 

 

 

 

 

 

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Proxy - TRUEBLUE, INC.

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FOR ANNUAL MEETING OF THE SHAREHOLDERS

This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned hereby appoints Robert J. Sullivan and James E. Defebaugh (collectively, the "Proxies"), and each of them, with full power of substitution, as proxies to vote the shares which the undersigned is entitled to vote at the annual meeting of the Company to be held at 10:00 a.m. (Pacific Daylight Time) on Wednesday, May 14, 2008, at 1015 A Street, Tacoma, Washington, and at any adjournment thereof.

This proxy, when properly signed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL DIRECTORS AND FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AND, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.  

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY.

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