10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 29, 2007

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 0-00981

PUBLIX SUPER MARKETS, INC.

(Exact name of Registrant as specified in its charter)

Florida	59-0324412
(State of Incorporation)	(I.R.S. Employer Identification No.)

3300 Publix Corporate Parkway Lakeland, Florida	33811
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (863) 688-1188

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock $1.00 Par Value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  ¨     Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $8,972,473,000 as of June 29, 2007, the last trading day of the Registrant’s most recently completed second fiscal quarter.

The number of shares of Registrant’s common stock outstanding as of February 8, 2008 was 825,762,000.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Proxy Statement solicited for the 2008 Annual Meeting of Stockholders to be held on April 15, 2008.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	2
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Submission of Matters to a Vote of Security Holders	5
	Executive Officers of the Company	6
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	23
	Management’s Report on Internal Control over Financial Reporting	24
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	49
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	50
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships, Related Transactions and Director Independence	50
Item 14.	Principal Accounting Fees and Services	50
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	51

PART I

Item 1. Business

Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of operating retail food supermarkets in Florida, Georgia, South Carolina, Alabama and Tennessee. The Company has no other significant lines of business or industry segments.

Merchandising and manufacturing

The Company’s supermarkets sell grocery, dairy, produce, deli, bakery, meat, seafood, housewares and health and beauty care items. Most supermarkets also have pharmacy and floral departments.

The Company’s lines of merchandise include a variety of nationally advertised and private label brands, as well as unbranded merchandise such as produce, meat and seafood. These products are delivered through Company distribution centers or directly from manufacturers and wholesalers. The Company receives the food and non-food products it distributes from many sources. These products are generally available in sufficient quantities to enable the Company to adequately satisfy its customers. The Company believes that its sources of supply of these products and raw materials used in manufacturing are adequate for its needs and that it is not dependent upon a single supplier or relatively few suppliers. Private label items are produced in the Company’s dairy, bakery and deli manufacturing facilities or are manufactured for the Company by outside suppliers.

The Company has experienced no significant changes in the kinds of products sold or in its methods of distribution since the beginning of the fiscal year.

Store operations

The Company operated 926 supermarkets at the end of 2007, compared with 892 at the beginning of the year. In 2007, 44 supermarkets were opened, 10 supermarkets were closed and 97 supermarkets were remodeled. The net increase in square footage was 1.5 million square feet or 3.7% in 2007. At the end of 2007, the Company had 665 supermarkets located in Florida, 171 in Georgia, 41 in South Carolina, 29 in Alabama and 20 in Tennessee. Also, as of year end, the Company had 24 supermarkets under construction in Florida, five in Alabama, four in Georgia and one in South Carolina.

Competition

The Company is engaged in a highly competitive industry. Competition is based primarily on price, quality of goods and service, convenience, product mix and store location. The Company’s primary competition throughout its market areas is with several national and regional supermarket chains, independent supermarkets, supercenters, membership warehouse clubs, mass merchandisers, dollar stores, drug stores, specialty food stores, restaurants and convenience stores. The Company anticipates continued competitor format innovation and location additions in 2008.

Working capital

The Company’s working capital at the end of 2007 consisted of $2,129.0 million in current assets and $1,809.1 million in current liabilities. Normal operating fluctuations in these balances can result in changes to cash flow from operating activities presented in the consolidated statements of cash flows that are not necessarily indicative of long-term operating trends. There are no unusual industry practices or requirements relating to working capital items.

1

Seasonality

The influx of winter residents to Florida and increased purchases of food during the traditional Thanksgiving, Christmas and Easter holidays typically result in seasonal sales increases between November and April of each year.

Employees

The Company had approximately 144,000 employees at the end of 2007, approximately 68,000 on a full-time basis and 76,000 on a part-time basis. By comparison, the Company had approximately 140,000 employees at the end of 2006, approximately 66,000 on a full-time basis and 74,000 on a part-time basis. The Company considers its employee relations to be good.

Environmental matters

Compliance by the Company with federal, state and local environmental protection laws during 2007 had no material effect upon capital expenditures, results of operations or the competitive position of the Company.

Company information

This Annual Report on Form 10-K and the 2008 Proxy Statement will be mailed on or about March 13, 2008 to stockholders of record as of the close of business on February 8, 2008. These reports as well as Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may also be obtained electronically, free of charge, through the Company’s website at www.publix.com/stock.

Item 1A. Risk Factors

In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating the Company’s business. The Company’s financial condition and results of operations could be materially adversely affected by any of these risks. Additional risks not presently known to the Company or that the Company currently deems immaterial may also impair its operations.

Competition, low profit margins and other factors

The retail food industry is highly competitive and generally characterized by low profit margins. The Company’s competitors include national and regional supermarket chains, independent supermarkets, supercenters, membership warehouse clubs, mass merchandisers, dollar stores, drug stores, specialty food stores, restaurants and convenience stores. Competition is based primarily on price, quality of goods and service, convenience, product mix and store location. The Company believes it will face increased competition in the future from all of these competitors and its financial condition and results of operations could be impacted by the pricing, purchasing, advertising or promotional decisions made by the competitors. In addition, the Company’s business could be adversely affected by other factors, including severe weather conditions, unexpected increases in fuel or other transportation related costs and volatility in food commodity prices. Any of these factors could adversely affect the Company’s financial condition and results of operations.

Economic conditions

The retail food industry is sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending. Future economic conditions such as employment levels, business conditions, interest rates, energy and fuel costs, tax rates, housing markets and other factors could reduce consumer spending or change consumer purchasing habits. A general reduction in the level of consumer spending or the Company’s inability to respond to shifting consumer preferences regarding products, store locations and other factors could adversely affect the Company’s financial condition and results of operations.

2

Labor intensive business

The retail food industry is labor intensive. In addition, the Company’s operations tend to be more labor intensive than some of its competitors due to the additional customer service offered in its supermarkets. Tight labor markets, government mandated increases in the minimum wage or other benefits, an increased proportion of full-time employees and increased costs of health care and other benefits could result in an increase in labor costs, which could adversely affect the Company’s financial condition and results of operations.

Strategy execution

The Company’s core strategies focus on customer service, product quality, shopping environment, competitive pricing and convenient locations. The Company has implemented several strategic business and technology initiatives as part of the execution of these core strategies. The Company believes these core strategies and related strategic initiatives differentiate it from its competition and present opportunities for increased market share and sustained financial growth. Failure to execute on these core strategies could adversely affect the Company’s financial condition and results of operations.

New supermarket growth

The Company’s ability to open new supermarkets is dependent on identifying and entering into lease or purchase agreements on commercially reasonable terms for properties that are suitable for its needs. If the Company fails to identify suitable sites and enter into lease or purchase agreements on a timely basis for any reason, including competition from other companies seeking similar sites, the Company’s growth could be adversely affected because it may be unable to open new supermarkets as anticipated. Similarly, its business could be adversely affected if it is unable to renew the leases on its existing supermarkets on commercially reasonable terms.

Information technology

The Company is dependent on information technology applications to operate its business, enhance customer service, improve the efficiency of its supply chain and increase employee efficiency. A failure to timely integrate new information technology applications or upgrade existing applications could have an adverse impact on the Company’s financial condition and results of operations. In addition, any disruptions in these applications due to information security breakdowns, internal failures of technology, severe damage to the data center or large scale external interruptions in technology infrastructure, such as power, telecommunications, or the internet, could also have an adverse impact on the Company’s financial condition and results of operations.

Insurance

The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, directors and officers liability and employee benefits. Self-insurance reserves are determined based on actual claims experience and an estimate of claims incurred but not reported, including, where necessary, actuarial studies. Actuarial projections of losses are subject to a high degree of variability caused by, but not limited to, such factors as future interest and inflation rates, future economic conditions, litigation trends and benefit level changes. Any unexpected changes to these factors could adversely affect the Company’s financial condition and results of operations.

3

Product liability claims and adverse publicity

The packaging, marketing, distribution and sale of food and drug products purchased from others or manufactured by the Company entails an inherent risk of product liability claims, product recall and the resulting adverse publicity. Such products may contain contaminants that may be inadvertently distributed by the Company. These contaminants may, in certain cases, result in illness, injury or death if processing at the consumer level does not eliminate the contaminants. Even an inadvertent shipment of adulterated products is a violation of law and may lead to a product recall and/or an increased risk of exposure to product liability claims. There can be no assurance that such claims will not be asserted against the Company or that the Company will not be obligated to perform such a recall in the future. If a product liability claim is successful, the Company’s insurance may not be adequate to cover all liabilities it may incur, and it may not be able to continue to maintain such insurance or obtain comparable insurance at a reasonable cost. If the Company does not have adequate insurance or contractual indemnification available, product liability claims relating to defective products could have a material adverse effect on the Company’s ability to successfully market its products and on the Company’s financial condition and results of operations. In addition, even if a product liability claim is not successful or is not fully pursued, the adverse publicity surrounding any assertion that the Company’s products caused illness or injury could have a material adverse effect on the Company’s reputation with existing and potential customers and on the Company’s financial condition and results of operations.

Environmental liability

The Company is subject to federal, state and local laws and regulations that govern activities that may have adverse environmental effects and impose liabilities for the costs of cleaning up and certain damages arising from sites of past spills, disposals or other releases of hazardous materials. Under applicable environmental laws, the Company may be responsible for the remediation of environmental conditions and may be subject to associated liabilities relating to its supermarkets and other facilities regardless of whether the Company leases, subleases or owns the supermarkets or other facilities and regardless of whether such environmental conditions were created by the Company or a prior owner or tenant. The costs of investigation, remediation or removal of environmental conditions may be substantial. There can be no assurance that environmental conditions relating to prior, existing or future sites will not adversely affect the Company’s financial condition and results of operations through, for instance, business interruption, cost of remediation or adverse publicity.

Laws and regulations

In addition to environmental laws and regulations, the Company is subject to federal, state and local laws and regulations relating to, among other things, product safety, zoning, land use, workplace safety, public health, accessibility and restrictions on the sale of various products including alcoholic beverages, tobacco and drugs. The Company is also subject to laws governing its relationship with employees, including minimum wage requirements, overtime, working conditions, disabled access and work permit requirements. Compliance with, or changes in, these laws could adversely affect the Company’s financial condition and results of operations. In addition, changes in accounting standards could impact the Company’s financial statements.

Legal proceedings

The Company is a party in various legal claims and actions considered in the normal course of business including labor and employment, personal injury, intellectual property and other issues. Although not currently anticipated by management, the results of pending or future proceedings could adversely affect the Company’s financial condition or results of operations.

4

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

At year end, the Company operated approximately 42.3 million square feet of supermarket space. The Company’s supermarkets vary in size. Current supermarket prototypes range from 28,000 to 54,000 square feet. Supermarkets are often located in strip shopping centers where the Company is the anchor tenant.

The majority of the Company’s supermarkets are leased. Substantially all of these leases will expire during the next 20 years. However, in the normal course of business, it is expected that the leases will be renewed or replaced by leases on other properties. Both the building and land are owned at 70 locations. The building is owned while the land is leased at 34 other locations.

The Company supplies its supermarkets from eight primary distribution centers located in Lakeland, Miami, Jacksonville, Sarasota, Orlando, Deerfield Beach and Boynton Beach, Florida, and Lawrenceville, Georgia.

The Company operates six manufacturing facilities including three dairy plants located in Lakeland and Deerfield Beach, Florida, and Lawrenceville, Georgia, two bakery plants located in Lakeland, Florida and Atlanta, Georgia and a deli plant located in Lakeland, Florida.

The Company’s corporate offices, primary distribution centers and manufacturing facilities are owned with no outstanding debt.

The Company’s properties are well maintained, in good operating condition and suitable and adequate for operating its business.

Item 3. Legal Proceedings

The Company is a party in various legal claims and actions considered in the normal course of business. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

None

5

EXECUTIVE OFFICERS OF THE COMPANY

Name	Age	Position	Nature of Family Relationship Between Officers	Served as Officer of Company Since
John A. Attaway, Jr.	49	Senior Vice President, General Counsel and Secretary		2000
Hoyt R. Barnett	64	Vice Chairman		1977
David E. Bornmann	50	Vice President		1998
David E. Bridges	58	Vice President		2000
Scott E. Brubaker	49	Vice President		2005
William E. Crenshaw	57	President	Cousin of Charles H. Jenkins, Jr.	1990
G. Gino DiGrazia	45	Vice President and Controller		2002
Laurie Z. Douglas	44	Senior Vice President and Chief Information Officer		2006
David S. Duncan	54	Vice President		1999
Sandra J. Estep	48	Vice President and Controller		2002
William V. Fauerbach	61	Vice President		1997
John R. Frazier	58	Vice President		1997
Linda S. Hall	48	Vice President		2002
M. Clayton Hollis, Jr.	51	Vice President		1994
John T. Hrabusa	52	Senior Vice President		2004
Mark R. Irby	52	Vice President		1989
Charles H. Jenkins, Jr.	64	Chief Executive Officer	Cousin of William E. Crenshaw	1974
Randall T. Jones, Sr.	45	Senior Vice President		2003

6

EXECUTIVE OFFICERS OF THE COMPANY

Name	Age	Position	Nature of Family Relationship Between Officers	Served as Officer of Company Since
Linda S. Kane	42	Vice President and Assistant Secretary		2000
Thomas M. McLaughlin	57	Vice President		1994
Sharon A. Miller	64	Assistant Secretary		1992
Dale S. Myers	55	Vice President		2001
Alfred J. Ottolino	42	Vice President		2004
David P. Phillips	48	Chief Financial Officer and Treasurer		1990
James H. Rhodes II	63	Vice President		1995
Charles B. Roskovich, Jr.	46	Vice President		2008
Richard J. Schuler II	52	Vice President		2000
Edward T. Shivers	68	Vice President		1985
Michael R. Smith	48	Vice President		2005

On September 5, 2007, Charles H. Jenkins, Jr. announced his retirement as Chief Executive Officer effective March 30, 2008. Upon his retirement, William E. Crenshaw will become Chief Executive Officer and Randall T. Jones, Sr. will become President.

The terms of all officers expire in May 2008 or upon the election of their successors.

7

Name	Business Experience During Last Five Years
John A. Attaway, Jr.	General Counsel and Secretary of the Company to January 2005, Senior Vice President, General Counsel and Secretary thereafter.
Hoyt R. Barnett	Vice Chairman of the Company and Trustee of the Employee Stock Ownership Plan.
David E. Bornmann	Vice President of the Company.
David E. Bridges	Vice President of the Company.
Scott E. Brubaker	Regional Director of Retail Operations of the Company to July 2005, Vice President thereafter.
William E. Crenshaw	President of the Company.
G. Gino DiGrazia	Vice President and Controller of the Company.
Laurie Z. Douglas	Vice President of The Home Depot, Inc. to November 2003, Senior Vice President and Chief Information Officer of Kinko’s, Inc. to February 2004, Senior Vice President and Chief Information Officer of FedEx Kinko’s Office and Print Center, Inc. to January 2006, Senior Vice President and Chief Information Officer of the Company thereafter.
David S. Duncan	Vice President of the Company.
Sandra J. Estep	Vice President and Controller of the Company.
William V. Fauerbach	Vice President of the Company.
John R. Frazier	Vice President of the Company.
Linda S. Hall	Vice President of the Company.
M. Clayton Hollis, Jr.	Vice President of the Company.
John T. Hrabusa	Vice President of Office Depot, Inc. to March 2004, Vice President of the Company to January 2005, Senior Vice President thereafter.
Mark R. Irby	Vice President of the Company.
Charles H. Jenkins, Jr.	Chief Executive Officer of the Company.
Randall T. Jones, Sr.	Regional Director of Retail Operations of the Company to November 2003, Vice President to July 2005, Senior Vice President thereafter.

8

Name	Business Experience During Last Five Years
Linda S. Kane	Vice President and Assistant Secretary of the Company.
Thomas M. McLaughlin	Vice President of the Company.
Sharon A. Miller	Director of Administration and Assistant Secretary of the Company to May 2003, Executive Director Publix Super Markets Charities, Inc. and Assistant Secretary thereafter.
Dale S. Myers	Vice President of the Company.
Alfred J. Ottolino	Vice President of Wakefern Food Corporation to June 2003, Vice President of Winn-Dixie Stores, Inc. to March 2004, Vice President of the Company thereafter.
David P. Phillips	Chief Financial Officer and Treasurer of the Company.
James H. Rhodes II	Vice President of the Company.
Charles B. Roskovich, Jr.	Regional Director of Retail Operations of the Company to January 2008, Vice President thereafter.
Richard J. Schuler II	Vice President of the Company.
Edward T. Shivers	Vice President of the Company.
Michael R. Smith	Director of Deli and Bakery Manufacturing of the Company to July 2004, Director of Fresh Product Manufacturing to July 2005, Vice President thereafter.

9

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market Information*

The Company’s common stock is not traded on any public stock exchange. Therefore, substantially all transactions of the Company’s common stock have been among the Company, its employees, former employees, their families and the benefit plans established for the Company’s employees. The Company’s common stock is made available for sale only to the Company’s current employees through the Company’s Employee Stock Purchase Plan (ESPP) and 401(k) Plan. In addition, common stock is made available under the Employee Stock Ownership Plan (ESOP). Common stock is also made available for sale to members of the Company’s Board of Directors through the Non-Employee Directors Stock Purchase Plan (Directors Plan). The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company. The Company serves as the registrar and stock transfer agent for its common stock.

Because there is no trading of the Company’s common stock on a public stock exchange, the market price of the Company’s common stock is determined by the Board of Directors based upon quarterly appraisals prepared by an independent appraiser. The market prices for the Company’s common stock for 2007 and 2006 were as follows:

	2007		2006
January—February	$	19.60	15.45
March—April		19.90	16.10
May—July		20.90	17.65
August—October		20.90	18.25
November—December		20.80	19.60

(b) Approximate Number of Equity Security Holders

As of February 8, 2008, the approximate number of holders of the Company’s common stock was 119,000.

(c) Dividends*

The Company paid an annual cash dividend of $0.40 per share of common stock in 2007 and $0.20 per share in 2006. Payment of dividends is within the discretion of the Company’s Board of Directors and depends on, among other factors, net earnings, capital requirements and the financial condition of the Company. It is believed that cash dividends comparable to 2007 will be paid in the future.

* Per share amounts restated to give retroactive effect for 5-for-1 stock split in July 2006.

10

(d) Purchases of Equity Securities by the Issuer

Issuer Purchases of Equity Securities

Shares of common stock repurchased by the Company during the three months ended December 29, 2007 were as follows (amounts are in thousands, except per share amounts):

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
September 30, 2007 through November 3, 2007	1,765	$	20.84	N/A	N/A
November 4, 2007 through December 1, 2007	3,172		20.80	N/A	N/A
December 2, 2007 through December 29, 2007	2,605		20.80	N/A	N/A
Total	7,542	$	20.81	N/A	N/A

(1) Common stock is made available for sale only to the Company’s current employees through the Company’s ESPP and 401(k) Plan. In addition, common stock is made available under the ESOP. Common stock is also made available for sale to members of the Company’s Board of Directors through the Directors Plan. The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company.

The Company’s common stock is not traded on any public stock exchange. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended December 29, 2007 required to be disclosed in the last two columns of the table.

11

(e) Performance Graphs

The following performance graph sets forth the Company’s cumulative total stockholder return during the five years ended December 29, 2007, compared to the cumulative total return on the S&P 500 Index and a custom Peer Group Index including retail food supermarket companies⁽¹⁾. The Peer Group Index is weighted based on the various companies’ market capitalization. The comparison assumes $100 was invested at the end of 2002 in the Company’s common stock and in each of the related indices and assumes reinvestment of dividends.

The Company’s common stock is valued as of the end of each fiscal quarter. After the end of a quarter, however, shares continue to be traded at the prior valuation until the new valuation is received. The cumulative total return for the companies represented in the S&P 500 Index and the custom Peer Group Index is based on those companies’ calendar year end trading price. The following performance graph is based on the Company’s trading price at fiscal year end based on its appraised value as of the prior fiscal quarter. Because the Company’s fiscal year end valuation of the Company’s shares is effective after the date this document is to be filed with the Securities and Exchange Commission, a performance graph based on the fiscal year end valuation (appraised value as of March 1, 2008) is not presented below. Rather, for comparative purposes, a performance graph based on the fiscal year end valuation is provided in the 2008 Proxy Statement.

Comparison of Five-Year Cumulative Return Based Upon Year End Trading Price

(1) Companies included in the Peer Group are: A&P, Ahold, Albertson’s Inc. (included 2002 to 2005 — no longer publicly traded), Kroger, Safeway, Supervalu, Weis Markets and Winn-Dixie. (Winn-Dixie is included through December 2005 as the company filed for Chapter 11 bankruptcy protection. Winn-Dixie’s new common stock is not included for 2006 but is included for 2007.)

12

Item 6. Selected Financial Data

	2007			2006		2005		2004		2003
Sales:
Sales	$	23,016,568		21,654,774		20,589,130		18,554,486		16,760,749
Percent increase		6.3	%	5.2	%	11.0	%	10.7	%	5.7	%
Comparable store sales percent increase		4.3	%	5.2	%	5.4	%	5.7	%	0.0	%
Earnings:
Gross profit	$	6,210,739		5,842,817		5,529,450		4,976,746		4,485,617
Earnings before income tax expense	$	1,817,573		1,687,553		1,550,738		1,295,011		1,047,089
Net earnings	$	1,183,925		1,097,209		989,156		819,383		660,933
Net earnings as a percent of sales		5.14	%	5.07	%	4.80	%	4.42	%	3.94	%
Common stock:*
Weighted average shares outstanding		840,523		849,815		860,196		883,879		920,564
Basic and diluted earnings per share	$	1.41		1.29		1.15		0.93		0.72
Cash dividends per share	$	0.40		0.20		0.14		0.09		0.08
Financial data:
Capital expenditures	$	683,290		481,247		338,946		403,373		563,576
Working capital	$	319,826		211,219		236,488		221,583		209,941
Current ratio		1.18		1.12		1.13		1.13		1.15
Total assets	$	8,053,157		7,393,086		6,727,223		5,964,271		5,150,717
Stockholders’ equity	$	5,642,186		4,974,865		4,205,774		3,585,716		3,169,310
Supermarkets		926		892		875		850		801

NOTE:  Amounts are in thousands, except per share amounts and number of supermarkets. Fiscal year 2005 includes 53 weeks. All other years include 52 weeks.

* Restated to give retroactive effect for 5-for-1 stock split in July 2006.

13

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company is primarily engaged in the retail food industry, operating supermarkets in Florida, Georgia, South Carolina, Alabama and Tennessee. The Company has no other significant lines of business or industry segments. As of December 29, 2007, the Company operated 926 supermarkets including 665 located in Florida, 171 in Georgia, 41 in South Carolina, 29 in Alabama and 20 in Tennessee. The Company opened 30 supermarkets in Florida, six in Tennessee, four in Georgia, three in South Carolina and one in Alabama during 2007. The Company closed 10 supermarkets in 2007; eight supermarkets were replaced by new supermarkets in 2007 and the other two will be replaced in 2008.

The Company’s revenues are earned and cash is generated as merchandise is sold to customers. Income is earned by selling merchandise at price levels that produce sales revenues in excess of cost of merchandise sold and operating and administrative expenses. The Company has historically been able to increase revenues and net earnings from year to year. Further, the Company has historically been able to meet its cash requirements from internally generated funds without the need to generate cash through debt financing. The Company’s year end cash balances are significantly impacted during the year by capital expenditures, investment transactions, stock repurchases and payment of the annual cash dividend.

The Company sells a variety of merchandise to generate revenues. This merchandise includes grocery, dairy, produce, deli, bakery, meat, seafood, housewares and health and beauty care items. Most of the Company’s supermarkets also have pharmacy and floral departments. Merchandise includes a mix of nationally advertised and private label brands. The Company’s private label brands play an increasingly important role in its merchandising strategy.

As of December 29, 2007, the Company also operated five convenience stores, 34 liquor stores and 41 Crispers restaurants. All liquor stores and Crispers restaurants are located in Florida. Four convenience stores are located in Florida and one in Tennessee.

Operating Environment

The Company is engaged in the highly competitive retail food industry. Competition is based primarily on price, quality of goods and service, convenience, product mix and store location. In addition, the Company competes with other retailers for additional retail site locations. The Company competes with retailers as well as other labor market competitors in attracting and retaining quality employees. The Company’s primary competition throughout its market areas is with several national and regional traditional supermarket chains, independent supermarkets and specialty food stores, as well as non-traditional competition such as supercenters, membership warehouse clubs, mass merchandisers, dollar stores, drug stores, restaurants and convenience stores. As a result of the highly competitive environment, traditional supermarkets, including the Company, face business challenges. There has been a trend in recent years for traditional supermarkets to lose market share to non-traditional competition. The success of the Company, in particular its ability to retain its customers, depends on its ability to meet the business challenges created by this competitive environment.

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In order to meet the competitive challenges facing the Company, management continues to focus on the Company’s core strategies, including customer service, product quality, shopping environment, competitive pricing and convenient locations. The Company has implemented several strategic business and technology initiatives as part of the execution of these core strategies. The Company believes these core strategies and related strategic initiatives differentiate it from its competition and present opportunities for increased market share and sustained financial growth.

Liquidity and Capital Resources

Cash and cash equivalents, short-term investments and long-term investments totaled $2,932.3 million as of December 29, 2007, as compared with $2,621.6 million and $2,029.1 million as of December 30, 2006 and December 31, 2005, respectively.

Net cash provided by operating activities

Net cash provided by operating activities was $1,756.7 million for the year ended December 29, 2007, as compared with $1,629.4 million and $1,579.8 million for the years ended December 30, 2006 and December 31, 2005, respectively. As a result of Hurricane Wilma that occurred during the fourth quarter of 2005, the Company received an extension on its federal income tax payment due December 15, 2005 until February 28, 2006. The delay in this tax payment increased net cash provided by operating activities by approximately $95 million during the year ended December 31, 2005 with the resulting decrease in net cash provided by operating activities occurring during the year ended December 30, 2006. During 2004, the Company experienced an unprecedented four major hurricanes in six weeks. As a result, the Company received an extension on its federal income tax payments due September 15, 2004 and December 15, 2004 until December 30, 2004 (which fell within the 2005 fiscal year). The delay in these tax payments decreased net cash provided by operating activities by approximately $190 million during the year ended December 31, 2005. Any net cash in excess of the amount needed for current operations is invested in short-term and long-term investments.

Net cash used in investing activities

Net cash used in investing activities was $852.3 million for the year ended December 29, 2007, as compared with $1,229.2 million and $1,001.4 million for the years ended December 30, 2006 and December 31, 2005, respectively. The primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities.

During the year ended December 29, 2007, capital expenditures totaled $683.3 million. These expenditures were primarily incurred in connection with the opening of 34 net new supermarkets (44 new supermarkets opened and 10 supermarkets closed) and remodeling 97 supermarkets. Net new supermarkets added an additional 1.5 million square feet in the year ended December 29, 2007, a 3.7% increase. Expenditures were also incurred for new or enhanced information technology hardware and applications and emergency backup generators. For the same period, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $176.8 million.

During the year ended December 30, 2006, capital expenditures totaled $481.2 million. These expenditures were primarily incurred in connection with the opening of 17 net new supermarkets (29 new supermarkets opened and 12 supermarkets closed) and remodeling 58 supermarkets. Net new supermarkets added an additional 0.8 million square feet in the year ended December 30, 2006, a 2.0% increase. Expenditures were also incurred for new or enhanced information technology hardware and applications and emergency backup generators. For the same period, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $765.2 million.

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During the year ended December 31, 2005, capital expenditures totaled $338.9 million. These expenditures were primarily incurred in connection with the opening of 25 net new supermarkets (36 new supermarkets opened and 11 supermarkets closed) and remodeling 48 supermarkets. Net new supermarkets added an additional 1.1 million square feet in the year ended December 31, 2005, a 2.8% increase. Expenditures were also incurred in the expansion of warehouses and new or enhanced information technology hardware and applications. For the same period, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $678.7 million.

Capital expenditure projection

In 2008, the Company plans to open approximately 45 supermarkets. Although real estate development is unpredictable, the Company’s 2008 new store growth represents a reasonable estimate of anticipated future growth. Capital expenditures for 2008 are expected to be approximately $740 million, primarily consisting of new supermarkets, remodeling certain existing supermarkets, construction of a second data center, new or enhanced information technology hardware and applications and emergency backup generators. This capital program is subject to continuing change and review. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material.

Net cash used in financing activities

Net cash used in financing activities was $762.1 million for the year ended December 29, 2007, as compared with $602.3 million and $582.6 million for the years ended December 30, 2006 and December 31, 2005, respectively. The primary use of net cash in financing activities was funding net common stock repurchases and payment of the annual cash dividend. The Company currently repurchases common stock at the stockholders’ request in accordance with the terms of the Company’s ESPP, 401(k) Plan, ESOP and Directors Plan. Net common stock repurchases totaled $439.8 million for the year ended December 29, 2007, as compared with $430.5 million and $460.5 million for the years ended December 30, 2006 and December 31, 2005, respectively. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then currently appraised value for amounts similar to those in prior years. However, such purchases are not required and the Company retains the right to discontinue them at any time.

Dividends*

The Company paid an annual cash dividend on its common stock of $0.40 per share or $338.6 million, $0.20 per share or $171.6 million and $0.14 per share or $121.9 million in 2007, 2006 and 2005, respectively.

Cash requirements

In 2008, the cash requirements for current operations, capital expenditures, common stock repurchases and payment of the annual cash dividend are expected to be financed by internally generated funds or liquid assets. Based on the Company’s financial position, it is expected that short-term and long-term borrowings would be readily available to support the Company’s liquidity requirements, if needed.

* Per share amounts restated to give retroactive effect for 5-for-1 stock split in July 2006.

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Contractual Obligations

Following is a summary of contractual obligations as of December 29, 2007:

	Payments Due by Period
	Total		2008	2009 2010	2011 2012	Thereafter
	(Amounts are in thousands)
Contractual Obligations:
Operating leases (1)	$	4,182,179	370,002	710,124	646,389	2,455,664
Purchase obligations (2)(3)(4)		2,014,169	934,332	228,379	185,726	665,732
Other long-term liabilities:
Self-insurance reserves (5)		344,446	113,597	89,482	41,699	99,668
Accrued postretirement benefit cost (6)		80,623	3,244	7,235	8,224	61,920
Other noncurrent liabilities		51,204	689	20,621	2,398	27,496
Total	$	6,672,621	1,421,864	1,055,841	884,436	3,310,480

(1) For a more detailed description of the operating lease obligations, refer to Note 8(a) Commitments and Contingencies – Operating Leases in the Notes to Consolidated Financial Statements.

(2) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable within 30 days without penalty.

(3) As of December 29, 2007, the Company had $12.1 million outstanding in trade letters of credit and $3.1 million outstanding in standby letters of credit to support certain of these purchase obligations.

(4) Purchase obligations include $1,143.1 million in real estate taxes, insurance and maintenance commitments related to operating leases. The actual amounts to be paid are variable and have been estimated based on current costs.

(5) As of December 29, 2007, the Company had $181.5 million outstanding in standby letters of credit for the benefit of the Company’s insurance carriers to support this obligation.

(6) For a more detailed description of the postretirement benefit obligations, refer to Note 5 Postretirement Benefits in the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations or cash flows.

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Hurricane Impact

The Company was not impacted by any hurricanes in 2007 or 2006.

During the fourth quarter ended December 31, 2005, the Company was impacted by Hurricane Wilma. The Company recorded the effect of this hurricane in the fourth quarter of 2005.

Temporary supermarket closings occurred primarily in south Florida due to weather conditions, evacuations of certain areas and damage to the Company’s supermarkets. Almost all affected supermarkets were reopened within 24 hours, operating on generator power if normal power had not been restored. All supermarkets were reopened within nine days, except one location. This supermarket sustained significant damage causing it to be permanently closed.

The impact of Hurricane Wilma did not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company incurred additional costs related to Hurricane Wilma included in cost of merchandise sold of approximately $35 million. These costs were primarily related to inventory losses due to extensive power outages and additional distribution costs. The Company also incurred additional operating and administrative expenses related to Hurricane Wilma of approximately $8 million. These expenses were primarily related to incremental payroll, facility repairs and disposal fees for inventory lost due to power outages. The Company estimated the profit on the incremental sales resulting from customers stocking up and replenishing, as well as sales of hurricane supplies, partially offset these losses.

The Company maintains property insurance coverage for hurricanes on a per occurrence basis. The deductible on the Company’s insurance coverage for this occurrence was approximately $31 million. The Company recorded an estimated amount of insurance recovery in 2005 and received the payments from its insurance carrier in 2006 and 2007.

Results of Operations

The Company’s fiscal year ends on the last Saturday in December. Fiscal years 2007 and 2006 included 52 weeks and fiscal year 2005 included 53 weeks.

Sales

Sales for 2007 were $23.0 billion as compared with $21.7 billion in 2006, an increase of $1,361.8 million or a 6.3% increase. Sales increased approximately $430.6 million or 2.0% from net new supermarkets and approximately $931.2 million or 4.3% from comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets).

Sales for 2006 were $21.7 billion as compared with $20.6 billion in 2005, an increase of $1,065.6 million or a 5.2% increase. After excluding sales of $387.5 million for the extra week included in 2005, this reflects an increase of approximately $412.1 million or 2.0% from net new supermarkets and approximately $1,041.0 million or 5.2% from comparable store sales. The Company estimates that sales for 2005 were positively impacted by $73 million as a result of the hurricane the Company experienced during the fourth quarter of 2005. If sales for 2005 had not been positively impacted by the hurricane, the reported 5.2% increase in comparable store sales for 2006 would have been 5.6%.

Sales for 2005 were $20.6 billion as compared with $18.6 billion in 2004, an increase of $2,034.6 million or an 11.0% increase. Sales increased approximately $387.5 million or 2.1% from an additional week in 2005, approximately $645.2 million or 3.5% from

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net new supermarkets and approximately $1,001.9 million or 5.4% from comparable store sales. The Company estimates that sales for 2005 were positively impacted by $73 million as a result of the hurricane the Company experienced during the fourth quarter of 2005. The Company estimates that sales for 2004 were positively impacted by $189 million as a result of the unprecedented four major hurricanes the Company experienced during 2004. If sales for 2005 and 2004 had not been positively impacted by the hurricanes, the reported 5.4% increase in comparable store sales for 2005 would have been 6.1%.

Gross profit

Gross profit as a percentage of sales was 27.0% in 2007 as compared with 27.0% and 26.9% in 2006 and 2005, respectively. In 2007, gross profit as a percentage of sales remained relatively unchanged compared to 2006 and 2005.

Operating and administrative expenses

Operating and administrative expenses as a percentage of sales were 20.6%, 20.6% and 20.5% in 2007, 2006 and 2005, respectively. In 2007, operating and administrative expenses as a percentage of sales remained relatively unchanged compared to 2006 and 2005.

Investment income, net

Investment income, net was $146.9 million, $115.9 million and $74.3 million in 2007, 2006 and 2005, respectively. The increase in investment income, net was primarily due to higher average balances of short-term and long-term investments as well as higher interest rates during 2007 and 2006.

Income taxes

The effective income tax rates were 34.9%, 35.0% and 36.2% in 2007, 2006 and 2005, respectively. In 2007, the effective income tax rate remained relatively unchanged compared to 2006. The decrease in the 2006 effective income tax rate compared to 2005 is due to increases in tax exempt income, dividends paid to ESOP participants, deductions for manufacturing production costs and the favorable resolution of certain tax issues.

Impact of inflation

In recent years, the impact of inflation on the Company’s product costs has been lower than the overall increase in the Consumer Price Index.

Net earnings*

Net earnings were $1,183.9 million or $1.41 per share, $1,097.2 million or $1.29 per share and $989.2 million or $1.15 per share for 2007, 2006 and 2005, respectively.

* Per share amounts restated to give retroactive effect for 5-for-1 stock split in July 2006.

Accounting Standards

In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,” (FIN 48) effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in tax positions. FIN 48 requires financial statement recognition of the impact of a tax position when it is more likely than not, based on its technical merits, that the position will be sustained upon examination and the cumulative effect of the change in accounting principle is to be recorded as an adjustment to opening retained earnings. The adoption of FIN 48 did not have a material effect on the Company’s financial condition, results of operations or cash flows.

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In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurement,” (SFAS 157) effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements. The adoption of SFAS 157 is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS 158). SFAS 158 requires financial statement recognition of the overfunded or underfunded status of a defined benefit postretirement plan or other postretirement plan as an asset or liability and recognition of changes in the funded status in comprehensive earnings in the year in which the changes occur, effective for fiscal years ending after December 15, 2006. SFAS 158 also requires that the measurement date for the calculation of plan assets and obligations coincide with a company’s fiscal year end date, effective for fiscal years ending after December 15, 2008. The adoption of the recognition provision of SFAS 158 did not have a material effect on the Company’s financial condition, results of operations or cash flows. The adoption of the measurement provision of SFAS 158 is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows.

In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (SFAS 159) effective for fiscal years beginning after November 15, 2007. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. The Company does not expect to elect the fair value option.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations,” (SFAS 141R) effective for fiscal years beginning after December 15, 2008. SFAS 141R will change the accounting treatment for business combinations on a prospective basis. SFAS 141R requires that all assets, liabilities, contingent considerations and contingencies of an acquired business be recorded at fair value at the acquisition date. SFAS 141R also requires that acquisition costs be expensed as incurred and restructuring costs be expensed in periods after the acquisition date. SFAS 141R will only affect the Company’s financial condition or results of operations to the extent it has business combinations after the effective date.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51,” (SFAS 160) effective for fiscal years beginning after December 15, 2008. SFAS 160 requires the noncontrolling interest in a subsidiary be reported as a separate component of stockholders’ equity in the consolidated financial statements. SFAS 160 also requires net income attributable to the noncontrolling interest in a subsidiary be reported separately on the face of the consolidated statement of earnings. Changes in ownership interest are to be accounted for as equity transactions and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary is to be measured at fair value with any gain or loss recognized in earnings. The adoption of SFAS 160 is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows.

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Critical Accounting Policies

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements. The Company believes the following critical accounting policies reflect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Inventories

Inventories are valued at the lower of cost or market. The cost for 85% and 86% of inventories was determined using the dollar value last-in, first-out method as of December 29, 2007 and December 30, 2006, respectively. Under this method, inventory is stated at cost, which is determined by applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The cost of the remaining inventories was determined using the first-in, first-out (FIFO) method. The FIFO cost of inventory approximates replacement or current cost. The Company also reduces inventory for estimated losses related to shrink.

Investments

The Company reviews its investments for other-than-temporary impairments based on criteria that include the extent to which cost exceeds market value, the duration of the market decline and the financial health of and prospects for the issuer. This review requires significant judgment. If market or issuer conditions decline, the Company may incur future impairments.

Property, Plant and Equipment and Depreciation

Assets are recorded at cost and are depreciated using the straight-line method over their estimated useful lives or the terms of their leases, if shorter, as follows: buildings and improvements are at 10 – 40 years, furniture, fixtures and equipment are at 3 – 20 years and leasehold improvements are at 2 – 40 years. The Company considers lease renewals in the useful life of its leasehold improvements when such renewals are reasonably assured.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the net book value of an asset may not be recoverable. The Company’s judgments regarding the existence of impairment indicators are based on market conditions and operational performance, such as operating profit and cash flows. The variability of these factors depends on a number of conditions, including uncertainty about future events; therefore, the Company’s accounting estimates may change from period to period. These factors could cause the Company to conclude that impairment indicators exist and the applicable impairment tests could result in a determination that the value of long-lived assets is impaired, resulting in a write-down of the long-lived assets.

Revenue Recognition

Revenue is recognized at the point of sale for retail sales. Vendor coupons that are reimbursed are accounted for as sales. Coupons and other sales incentives offered by the Company that are not reimbursed are recorded as a reduction of sales.

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Cost of Merchandise Sold

Cost of merchandise sold includes costs of inventory and costs related to in-store production. Cost of merchandise sold also includes inbound freight charges, purchasing and receiving costs, warehousing costs and other costs of the Company’s distribution network.

Vendor allowances and credits, including cooperative advertising fees, received from a vendor in connection with the purchase or promotion of the vendor’s products, are recognized as a reduction of cost of merchandise sold as earned. These allowances and credits are recognized as earned in accordance with the underlying agreement with the vendor and completion of the earning process. Short-term vendor agreements with advance payment provisions are recorded as a current liability and are recognized over the appropriate period as earned according to the underlying agreement. Long-term vendor agreements with advance payment provisions are recorded as a noncurrent liability and are recognized over the appropriate period as earned according to the underlying agreement.

Self-Insurance

Self-insurance reserves are established for health care, fleet liability, general liability and workers’ compensation claims. These reserves are determined based on actual claims experience and an estimate of claims incurred but not reported, including, where necessary, actuarial studies. Actuarial projections of losses for general liability and workers’ compensation are discounted and subject to a high degree of variability. The causes of variability include, but are not limited to, such factors as future interest and inflation rates, future economic conditions, litigation trends and benefit level changes. The Company has insurance coverage for losses in excess of varying amounts.

Forward-Looking Statements

From time to time, certain information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking information includes statements about the future performance of the Company, which is based on management’s assumptions and beliefs in light of the information currently available to them. When used, the words “plan,” “estimate,” “project,” “intend,” “believe” and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to: competitive practices and pricing in the food and drug industries generally and particularly in the Company’s principal markets; results of programs to control or reduce costs, improve buying practices and control shrink; results of programs to increase sales, including private-label sales, improve perishable departments and improve pricing and promotional efforts; changes in the general economy; changes in consumer spending; changes in population, employment and job growth in the Company’s principal markets; and other factors affecting the Company’s business in or beyond the Company’s control. These factors include changes in the rate of inflation, changes in state and federal legislation or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, increases in operating costs including, but not limited to, labor costs, credit card fees and utility costs, particularly electric utility costs, ability to construct new supermarkets or complete remodels as rapidly as planned and stability of product costs. Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in the forward-looking statements. The Company assumes no obligation to update publicly these forward-looking statements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments.

The Company’s cash equivalents and short-term investments are subject to three market risks: interest rate risk, credit risk and secondary market risk. Since most of the cash equivalents and short-term investments are held in money market investments and auction rate securities with frequent rate resets, the Company believes there is no material interest rate risk. In addition, the Company purchases auction rate securities for which the underlying issuers have high credit ratings; therefore, the Company believes the credit risk is low. Auction rate securities are subject to the risk that the secondary market might fail to provide the liquidity opportunity at the rate reset points. This failure occurs when secondary market makers withdraw from the auction process that provides the rate reset and liquidity. Subsequent to year end, the Company experienced some issues related to the secondary market risk, which the Company believes will likely be of short duration. Due to the quality of the investments held, the Company does not expect the valuation of the investments to be impacted by the secondary market issues.

The Company’s long-term investments are subject to both interest rate risk and credit risk. The long-term investments at year end primarily consisted of state and municipality issued bonds and collateralized mortgage obligations with high credit ratings; therefore, the Company believes the credit risk is low. The Company purchases its long-term investments with the positive intent and ability to hold such investments to maturity. The Company believes a one-point increase in long-term rates, or 100 basis points, would result in an immaterial unrealized loss on its long-term investments. Since long-term investments are classified as available-for-sale, such a theoretical unrealized loss would impact comprehensive earnings but not net earnings or cash flows.

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Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 29, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on this assessment and these criteria, management believes that the Company’s internal control over financial reporting was effective as of December 29, 2007.

The Company’s independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting, which is included on page 27.

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements and Schedule

	Page
Reports of Independent Registered Public Accounting Firm	26
Consolidated Financial Statements:
Consolidated Balance Sheets – December 29, 2007 and December 30, 2006	28
Consolidated Statements of Earnings – Years ended December 29, 2007, December 30, 2006 and December 31, 2005	30
Consolidated Statements of Comprehensive Earnings – Years ended December 29, 2007, December 30, 2006 and December 31, 2005	31
Consolidated Statements of Cash Flows – Years ended December 29, 2007, December 30, 2006 and December 31, 2005	32
Consolidated Statements of Stockholders’ Equity – Years ended December 29, 2007, December 30, 2006 and December 31, 2005	34
Notes to Consolidated Financial Statements	35
The following consolidated financial statement schedule of the Company for the years ended December 29, 2007, December 30, 2006 and December 31, 2005 is submitted herewith:
Schedule:
II – Valuation and Qualifying Accounts	48
All other schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Publix Super Markets, Inc.:

We have audited the accompanying consolidated balance sheets of Publix Super Markets, Inc. and subsidiaries (the Company) as of December 29, 2007 and December 30, 2006, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended December 29, 2007. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Publix Super Markets, Inc. and subsidiaries as of December 29, 2007 and December 30, 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 29, 2007, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 7, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109, as of December 31, 2006. As discussed in Note 5, the Company adopted Statement of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 30, 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 29, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP

February 25, 2008

Tampa, Florida

Certified Public Accountants

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Publix Super Markets, Inc.:

We have audited Publix Super Markets, Inc.’s (the Company) internal control over financial reporting as of December 29, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Publix Super Markets, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 29, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 29, 2007 and December 30, 2006, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended December 29, 2007, and our report dated February 25, 2008 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

February 25, 2008

Tampa, Florida

Certified Public Accountants

27

PUBLIX SUPER MARKETS, INC.

Consolidated Balance Sheets

December 29, 2007 and

December 30, 2006

	2007			2006
	(Amounts are in thousands)
Assets
Current assets:
Cash and cash equivalents	$	182,867		40,596
Short-term investments		237,206		309,196
Trade receivables		360,260		363,020
Merchandise inventories		1,279,531		1,151,907
Deferred tax assets		52,010		58,513
Prepaid expenses		17,080		42,784
Total current assets		2,128,954		1,966,016
Long-term investments		2,512,200		2,271,810
Other noncurrent assets		46,531		55,938
Property, plant and equipment:
Land		213,301		173,595
Buildings and improvements		1,237,343		1,104,917
Furniture, fixtures and equipment		3,822,396		3,521,085
Leasehold improvements		1,068,259		996,315
Construction in progress		92,017		76,875
		6,433,316		5,872,787
Accumulated depreciation		(3,067,844	)	(2,773,465	)
Net property, plant and equipment		3,365,472		3,099,322
	$	8,053,157		7,393,086

See accompanying notes to consolidated financial statements.

28

	2007			2006
	(Amounts are in thousands, except par value)
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	974,648		934,446
Accrued expenses:
Contribution to retirement plans		356,529		359,753
Self-insurance reserves		113,597		112,177
Salaries and wages		97,844		98,293
Other		206,101		216,889
Federal and state income taxes		60,409		33,239
Total current liabilities		1,809,128		1,754,797
Deferred tax liabilities		152,192		225,572
Self-insurance reserves		230,849		251,060
Accrued postretirement benefit cost		77,379		78,894
Other noncurrent liabilities		141,423		107,898
Total liabilities		2,410,971		2,418,221
Stockholders’ equity:
Common stock of $1 par value. Authorized 1,000,000 shares; issued and outstanding 831,476 shares in 2007 and 839,715 shares in 2006		831,476		839,715
Additional paid-in capital		746,759		533,559
Retained earnings		4,079,428		3,616,368
		5,657,663		4,989,642
Accumulated other comprehensive losses		(15,477	)	(14,777	)
Total stockholders’ equity		5,642,186		4,974,865
Commitments and contingencies		—		—
	$	8,053,157		7,393,086

29

PUBLIX SUPER MARKETS, INC.

Consolidated Statements of Earnings

Years ended December 29, 2007, December 30, 2006

and December 31, 2005

	2007		2006	2005
	(Amounts are in thousands, except per share amounts)
Revenues:
Sales	$	23,016,568	21,654,774	20,589,130
Other operating income		177,022	164,951	155,681
Total revenues		23,193,590	21,819,725	20,744,811
Costs and expenses:
Cost of merchandise sold		16,805,829	15,811,957	15,059,680
Operating and administrative expenses		4,743,456	4,457,117	4,230,448
Total costs and expenses		21,549,285	20,269,074	19,290,128
Operating profit		1,644,305	1,550,651	1,454,683
Investment income, net		146,857	115,851	74,293
Other income, net		26,411	21,051	21,762
Earnings before income tax expense		1,817,573	1,687,553	1,550,738
Income tax expense		633,648	590,344	561,582
Net earnings	$	1,183,925	1,097,209	989,156
Weighted average shares outstanding		840,523	849,815	860,196
Basic and diluted earnings per share	$	1.41	1.29	1.15

See accompanying notes to consolidated financial statements.

30

PUBLIX SUPER MARKETS, INC.

Consolidated Statements of Comprehensive Earnings

Years ended December 29, 2007, December 30, 2006

and December 31, 2005

	2007			2006		2005
	(Amounts are in thousands)
Net earnings	$	1,183,925		1,097,209		989,156
Other comprehensive earnings (losses):
Unrealized gain (loss) on investment securities – available-for-sale (AFS), net of tax effect of $619, $4,585 and ($8,484) in 2007, 2006 and 2005, respectively		978		7,282		(13,510	)
Reclassification adjustment for net realized gain on investment securities – AFS, net of tax effect of ($2,832), ($564) and ($1,692) in 2007, 2006 and 2005, respectively		(4,496	)	(895	)	(2,695	)
Adjustment to other postretirement benefit plan obligation, net of tax effect of $1,775 in 2007		2,818		—		—
Comprehensive earnings	$	1,183,225		1,103,596		972,951

See accompanying notes to consolidated financial statements.

31

PUBLIX SUPER MARKETS, INC.

Consolidated Statements of Cash Flows

Years ended December 29, 2007, December 30, 2006

and December 31, 2005

	2007			2006		2005
	(Amounts are in thousands)
Cash flows from operating activities:
Cash received from customers	$	23,057,677		21,683,210		20,560,245
Cash paid to employees and suppliers		(20,695,114	)	(19,355,029	)	(18,309,454	)
Income taxes paid		(672,833	)	(735,285	)	(678,167	)
Payment for self-insured claims		(228,216	)	(205,135	)	(200,477	)
Dividends and interest received		142,454		100,379		73,708
Other operating cash receipts		165,809		152,470		142,185
Other operating cash payments		(13,101	)	(11,178	)	(8,206	)
Net cash provided by operating activities		1,756,676		1,629,432		1,579,834
Cash flows from investing activities:
Payment for property, plant and equipment		(683,290	)	(481,247	)	(338,946	)
Proceeds from sale of property, plant and equipment		7,760		17,289		16,283
Payment for investments		(844,199	)	(1,244,890	)	(1,102,847	)
Proceeds from sale and maturity of investments		667,417		479,683		424,133
Net cash used in investing activities		(852,312	)	(1,229,165	)	(1,001,377	)
Cash flows from financing activities:
Payment for acquisition of common stock		(647,324	)	(665,376	)	(592,566	)
Proceeds from sale of common stock		207,546		234,882		132,070
Dividends paid		(338,575	)	(171,645	)	(121,949	)
Other, net		16,260		(131	)	(131	)
Net cash used in financing activities		(762,093	)	(602,270	)	(582,576	)
Net increase (decrease) in cash and cash equivalents		142,271		(202,003	)	(4,119	)
Cash and cash equivalents at beginning of year		40,596		242,599		246,718
Cash and cash equivalents at end of year	$	182,867		40,596		242,599

See accompanying notes to consolidated financial statements.

32

	2007			2006		2005
	(Amounts are in thousands)
Reconciliation of net earnings to net cash provided by operating activities
Net earnings	$	1,183,925		1,097,209		989,156
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		406,358		390,996		373,684
Retirement contributions paid or payable in common stock		259,219		268,006		290,422
Deferred income taxes		(66,439	)	(30,738	)	(32,459	)
Loss on disposal and impairment of property, plant and equipment and goodwill		41,554		20,785		7,663
Gain on sale of investments		(7,328	)	(1,459	)	(4,387	)
Net amortization (accretion) of investments		9,130		(8,551	)	10,696
Change in operating assets and liabilities providing (requiring) cash:
Trade receivables		2,760		(8,070	)	(65,495	)
Merchandise inventories		(127,624	)	(42,364	)	(55,360	)
Prepaid expenses and other noncurrent assets		14,693		(1,270	)	(31,498	)
Accounts payable and accrued expenses		28,971		73,170		180,174
Self-insurance reserves		(18,791	)	1,449		5,957
Federal and state income taxes		27,170		(115,113	)	(84,126	)
Other noncurrent liabilities		3,078		(14,618	)	(4,593	)
Total adjustments		572,751		532,223		590,678
Net cash provided by operating activities	$	1,756,676		1,629,432		1,579,834

33

PUBLIX SUPER MARKETS, INC.

Consolidated Statements of Stockholders’ Equity

Years ended December 29, 2007, December 30, 2006

and December 31, 2005

	Common Stock			Additional Paid-in Capital	Retained Earnings		Common Stock (Acquired From) Sold to Stockholders		Accumulated Other Comprehensive Earnings (Losses)		Total Stockholders’ Equity
	(Amounts are in thousands, except per share amounts)
Balances at December 25, 2004	$	862,959		126,523	2,593,685		—		2,549		3,585,716
Comprehensive earnings (losses)		—		—	989,156		—		(16,205	)	972,951
Cash dividends, $0.14 per share		—		—	(121,949	)	—		—		(121,949	)
Contribution of 17,933 shares to retirement plans		14,210		172,618	—		42,724		—		229,552
Acquired 43,445 shares from stockholders		—		—	—		(592,566	)	—		(592,566	)
Sale of 9,495 shares to stockholders		273		3,037	—		128,760		—		132,070
Retirement of 30,500 shares		(30,500	)	—	(390,582	)	421,082		—		—
Balances at December 31, 2005		846,942		302,178	3,070,310		—		(13,656	)	4,205,774
Comprehensive earnings		—		—	1,097,209		—		6,387		1,103,596
Cash dividends, $0.20 per share		—		—	(171,645	)	—		—		(171,645	)
Contribution of 17,090 shares to retirement plans		13,576		208,082	—		53,484		—		275,142
Acquired 37,799 shares from stockholders		—		—	—		(665,376	)	—		(665,376	)
Sale of 13,482 shares to stockholders		1,397		23,299	—		210,186		—		234,882
Retirement of 22,200 shares		(22,200	)	—	(379,506	)	401,706		—		—
Adjustment to reflect additional unfunded postretirement benefit obligation per SFAS 158		—		—	—		—		(7,508	)	(7,508	)
Balances at December 30, 2006		839,715		533,559	3,616,368		—		(14,777	)	4,974,865
Comprehensive earnings (losses)		—		—	1,183,925		—		(700	)	1,183,225
Cash dividends, $0.40 per share		—		—	(338,575	)	—		—		(338,575	)
Contribution of 13,188 shares to retirement plans		10,694		202,862	—		48,893		—		262,449
Acquired 31,527 shares from stockholders		—		—	—		(647,324	)	—		(647,324	)
Sale of 10,100 shares to stockholders		529		10,338	—		196,679		—		207,546
Retirement of 19,462 shares		(19,462	)	—	(382,290	)	401,752		—		—
Balances at December 29, 2007	$	831,476		746,759	4,079,428		—		(15,477	)	5,642,186

See accompanying notes to consolidated financial statements.

34

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

December 29, 2007, December 30, 2006

and December 31, 2005

(1) Summary of Significant Accounting Policies

(a) Business

Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of operating retail food supermarkets in Florida, Georgia, South Carolina, Alabama and Tennessee. The Company operates in a single industry segment.

(b) Principles of Consolidation

The consolidated financial statements include all entities over which the Company has control, including its majority-owned subsidiaries. The Company accounts for equity investments in companies over which it has the ability to exercise significant influence, but does not hold a controlling interest, under the equity method. All significant intercompany balances and transactions are eliminated in consolidation.

(c) Fiscal Year

The fiscal year ends on the last Saturday in December. Fiscal years 2007 and 2006 include 52 weeks. Fiscal year 2005 includes 53 weeks.

(d) Cash Equivalents

The Company considers all liquid investments with maturities of three months or less to be cash equivalents.

(e) Trade Receivables

Trade receivables primarily include amounts due from vendor allowances, debit and credit card sales and third party insurance pharmacy billings.

(f) Inventories

Inventories are valued at the lower of cost or market. The cost for 85% and 86% of inventories was determined using the dollar value last-in, first-out method as of December 29, 2007 and December 30, 2006, respectively. The cost of the remaining inventories was determined using the first-in, first-out (FIFO) method. The FIFO cost of inventory approximates replacement or current cost. The Company also reduces inventory for estimated losses related to shrink.

(g) Investments

All of the Company’s debt and marketable equity securities are classified as available-for-sale (AFS). AFS securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as other comprehensive earnings (losses) and included as a separate component of stockholders’ equity. The cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in investment income, net. The Company reviews its investments for other-than-temporary impairments based on criteria that include the extent to which cost exceeds market value, the duration of the market decline and the financial health of and prospects for the issuer. Realized gains and losses and declines in value judged to be other-than-temporary on AFS securities are included in investment income, net. The cost of securities sold is based on the specific identification method.

35

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

Interest income is accrued as earned. Dividend income is recognized as income on the ex-dividend date of the stock.

The Company also holds other investments in joint ventures, partnerships or other equity investments for which evaluation of the existence and quantification of other-than-temporary declines in value may be required. Realized gains and losses and declines in value judged to be other-than-temporary on other investments are included in investment income, net.

(h) Property, Plant and Equipment and Depreciation

Assets are recorded at cost and are depreciated using the straight-line method over their estimated useful lives or the terms of their leases, if shorter, as follows:

Buildings and improvements	10 – 40 years
Furniture, fixtures and equipment	3 – 20 years
Leasehold improvements	2 – 40 years

Maintenance and repairs are charged to operating expenses as incurred. Expenditures for renewals and betterments are capitalized. The gain or loss realized on disposed assets or assets to be disposed of is recorded as operating and administrative expenses in the consolidated statements of earnings.

(i) Capitalized Computer Software Costs

The Company capitalizes certain costs incurred in connection with developing or obtaining software for internal use. These costs are capitalized and amortized over a three year life. The amounts capitalized were $16,132,000, $14,297,000 and $10,176,000 for the years ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively.

(j) Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the net book value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the net book value of an asset to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recorded for the excess of the net book value over the fair value of the asset impaired. The fair value is estimated based on expected discounted future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell and are no longer depreciated.

Due to declining operating results in 2007 at its Crispers restaurants, the Company recorded an asset impairment charge of $16,117,000 to write down certain furniture, fixtures and equipment and leasehold improvements to fair value at underperforming Crispers restaurants. Additionally, the Company recorded a related goodwill impairment charge of $16,135,000 to write down substantially all of its recorded goodwill in Crispers. These impairment charges are included in operating and administrative expenses in the consolidated statements of earnings.

36

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

(k) Self-Insurance

Self-insurance reserves are established for health care, fleet liability, general liability and workers’ compensation claims. These reserves are determined based on actual claims experience and an estimate of claims incurred but not reported, including, where necessary, actuarial studies. Actuarial projections of losses for general liability and workers’ compensation are discounted. The Company has insurance coverage for losses in excess of varying amounts.

(l) Stock Split

On April 18, 2006, the Company’s stockholders approved an increase in the number of authorized shares of common stock from 300 million shares to one billion shares to allow for a 5-for-1 stock split effective July 1, 2006. All applicable data, including share and per share amounts, in the accompanying consolidated financial statements have been retroactively restated to give effect to the stock split.

(m) Comprehensive Earnings

Comprehensive earnings include net earnings and other comprehensive earnings. Other comprehensive earnings include revenues, expenses, gains and losses that have been excluded from net earnings and recorded directly to stockholders’ equity. Included in other comprehensive earnings for the Company are unrealized gains and losses on AFS securities and an adjustment to other postretirement benefit plan obligation.

As of December 29, 2007, accumulated other comprehensive losses include net unrealized losses on AFS securities of $17,555,000, net of tax effect of $6,768,000 and unfunded postretirement benefit obligation of $7,643,000, net of tax effect of $2,953,000. As of December 30, 2006, accumulated other comprehensive losses include net unrealized losses on AFS securities of $11,824,000, net of tax effect of $4,555,000 and unfunded postretirement benefit obligation of $12,236,000, net of tax effect of $4,728,000.

(n) Revenue Recognition

Revenue is recognized at the point of sale for retail sales. Vendor coupons that are reimbursed are accounted for as sales. Coupons and other sales incentives offered by the Company that are not reimbursed are recorded as a reduction of sales.

(o) Sales Taxes

The Company records sales net of applicable sales taxes.

(p) Other Operating Income

Other operating income includes income generated from other activities, primarily lottery commissions, automated teller transactions, commissions on licensee sales, check cashing fees, circulation commissions, money transfer fees and vending machine commissions.

(q) Cost of Merchandise Sold

Cost of merchandise sold includes costs of inventory and costs related to in-store production. Cost of merchandise sold also includes inbound freight charges, purchasing and receiving costs, warehousing costs and other costs of the Company’s distribution network.

37

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

Vendor allowances and credits, including cooperative advertising fees, received from a vendor in connection with the purchase or promotion of the vendor’s products, are recognized as a reduction of cost of merchandise sold as earned. These allowances and credits are recognized as earned in accordance with the underlying agreement with the vendor and completion of the earning process. Short-term vendor agreements with advance payment provisions are recorded as a current liability and are recognized over the appropriate period as earned according to the underlying agreement. Long-term vendor agreements with advance payment provisions are recorded as a noncurrent liability and are recognized over the appropriate period as earned according to the underlying agreement.

(r) Advertising Costs

Advertising costs are expensed as incurred and were $182,863,000, $163,141,000 and $153,528,000 for the years ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively.

(s) Other Income, net

Other income, net includes rent received from shopping center operations, net of related expenses, and other miscellaneous nonoperating income.

(t) Income Taxes

Deferred tax assets and liabilities are established for temporary differences between financial and tax reporting bases and are subsequently adjusted to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

(u) Earnings Per Share

Basic and diluted earnings per share are calculated by dividing net earnings by the weighted average shares outstanding. Basic and diluted earnings per share are the same because the Company does not have options or other stock compensation programs that would impact the calculation of diluted earnings per share.

(v) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(w) Reclassifications

Certain 2006 and 2005 amounts have been reclassified to conform with the 2007 presentation. The Company reclassified auction rate securities previously classified as cash and cash equivalents to short-term investments in the amounts of $182,975,000, $93,370,000 and $123,570,000 as of December 30, 2006, December 31, 2005 and December 25, 2004, respectively. This reclassification also impacted net cash used in investing activities. There was no impact on net earnings or net cash provided by operating activities as a result of the reclassification.

38

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

(2) Merchandise Inventories

If the FIFO method of valuing inventories had been used by the Company to value all inventories, inventories and current assets would have been higher than reported by $195,169,000 and $165,561,000 as of December 29, 2007 and December 30, 2006, respectively.

(3) Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

Cash and cash equivalents: The carrying amount for cash and cash equivalents approximates fair value.

Investment securities: The fair values for debt and marketable equity securities are based on quoted market prices.

The carrying amount of the Company’s other financial instruments as of December 29, 2007 and December 30, 2006 approximated their respective fair values. Other investments are accounted for using the equity method. The carrying amount of other investments approximates fair value.

(4) Investments

Following is a summary of investments as of December 29, 2007 and December 30, 2006:

	Amortized Cost		Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(Amounts are in thousands)
2007
Available-for-sale:
Tax exempt bonds	$	810,840	5,291	513	815,618
Taxable bonds		1,673,612	5,843	43,859	1,635,596
Equity securities		223,874	32,024	16,341	239,557
		2,708,326	43,158	60,713	2,690,771
Other investments		58,635	—	—	58,635
	$	2,766,961	43,158	60,713	2,749,406
2006
Available-for-sale:
Tax exempt bonds	$	827,885	1,161	5,991	823,055
Taxable bonds		1,593,219	3,165	24,261	1,572,123
Equity securities		114,909	15,411	1,309	129,011
		2,536,013	19,737	31,561	2,524,189
Other investments		56,817	—	—	56,817
	$	2,592,830	19,737	31,561	2,581,006

Included in tax exempt bonds are auction rate securities with a cost and fair value of $132,500,000 and $182,975,000 as of December 29, 2007 and December 30, 2006, respectively.

39

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

The realized gains on sales of AFS securities totaled $13,414,000, $3,549,000 and $5,517,000 for the years ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively, and the realized losses totaled $6,086,000, $2,090,000 and $1,130,000, respectively.

The amortized cost and estimated fair value of debt and marketable equity securities classified as AFS and other investments as of December 29, 2007 and December 30, 2006, by expected maturity, are as follows:

	2007			2006
	Amortized Cost		Fair Value	Amortized Cost	Fair Value
	(Amounts are in thousands)
Due in one year or less	$	104,849	104,706	126,625	126,221
Due after one year through five years		446,448	450,056	407,177	403,757
Due after five years through ten years		108,934	107,890	104,570	102,983
Due after ten years		1,824,221	1,788,562	1,782,732	1,762,217
		2,484,452	2,451,214	2,421,104	2,395,178
Equity securities		223,874	239,557	114,909	129,011
Other investments		58,635	58,635	56,817	56,817
	$	2,766,961	2,749,406	2,592,830	2,581,006

Following is a summary of temporarily impaired investments by the time period impaired as of December 29, 2007 and December 30, 2006:

	Less Than 12 Months			12 Months or Longer		Total
	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
	(Amounts are in thousands)
2007
Tax exempt bonds	$	3,203	8	145,976	505	149,179	513
Taxable bonds		444,549	8,270	572,115	35,589	1,016,664	43,859
Equity securities		80,441	15,706	4,037	635	84,478	16,341
Total temporarily impaired investments	$	528,193	23,984	722,128	36,729	1,250,321	60,713
2006
Tax exempt bonds	$	241,734	1,350	339,885	4,641	581,619	5,991
Taxable bonds		472,347	3,842	659,608	20,419	1,131,955	24,261
Equity securities		17,376	1,309	—	—	17,376	1,309
Total temporarily impaired investments	$	731,457	6,501	999,493	25,060	1,730,950	31,561

40

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

The Company believes the reported unrealized losses are temporary. To make this determination, management reviews the length of time and the extent to which the security’s market value has been less than cost; the financial condition, credit worthiness and near term prospects of the issuer; the intent and ability to hold the security for a period of time sufficient to allow recovery of cost; and underlying factors mitigating risk of loss of principal or default of interest payments. There are 483 investment issues contributing to the total unrealized loss of $60,713,000 as of December 29, 2007. The unrealized loss is primarily driven by changes in interest rates impacting the market value of the bonds owned by the Company as well as stock and bond market volatility. The Company continues to receive scheduled principal and interest payments on these investments.

(5) Postretirement Benefits

The Company provides postretirement life insurance benefits for certain salaried and hourly full-time employees who meet the eligibility requirements. Effective January 1, 2002, the Company amended the retiree life insurance benefit under its Group Life Insurance Plan. To receive the retiree life insurance benefit after the amendment, an employee must have had at least five years of full-time service and the employee’s age plus years of credited service must have equaled 65 or greater as of October 1, 2001. At retirement, such employees also must be at least age 55 with ten years of full-time service to be eligible to receive postretirement life insurance benefits.

In adopting Statement of Financial Accounting Standard No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS 158), the Company recognized the underfunded status of its postretirement plan as a liability and as a component of accumulated other comprehensive losses, net of tax effect as of December 30, 2006.

The Company made benefit payments to beneficiaries of retirees of $2,440,000, $3,169,000 and $2,841,000 during the years ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively.

The following tables provide a reconciliation of the changes in the benefit obligations and fair value of plan assets measured as of October 1.

	2007			2006
	(Amounts are in thousands)
Change in benefit obligation:
Benefit obligation as of beginning of year	$	81,852		85,628
Service cost		267		372
Interest cost		4,758		4,656
Actuarial gain		(3,814	)	(5,635	)
Benefit payments		(2,440	)	(3,169	)
Benefit obligation as of end of year	$	80,623		81,852

41

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

	2007			2006
	(Amounts are in thousands)
Change in fair value of plan assets:
Fair value of plan assets as of beginning of year	$	—		—
Employer contributions		2,440		3,169
Benefit payments		(2,440	)	(3,169	)
Fair value of plan assets as of end of year	$	—		—
Funded status	$	80,623		81,852
Unrecognized actuarial loss		(7,643	)	(12,236	)
Amount recognized in noncurrent liabilities		7,643		12,236
Accrued postretirement benefit cost	$	80,623		81,852

The benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

Year
(Amounts are in thousands)
2008	$	3,244
2009		3,491
2010		3,744
2011		3,989
2012		4,235
2013 through 2017		25,406
Thereafter		36,514
	$	80,623

Following are the actuarial assumptions that were used in the calculation of the year end benefit obligation:

	2007		2006		2005
Discount rate	6.30	%	5.90	%	5.50	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%

In 2007 and 2006, the Company determined the discount rate using a yield curve methodology based on high quality corporate bonds with a rating of AA or better. Prior to 2006, the discount rate was based on the Moody’s AA 20 year corporate bond rate.

Net periodic postretirement benefit cost consists of the following components:

	2007		2006		2005
	(Amounts are in thousands)
Service cost	$	267	372		479
Interest cost		4,758	4,656		4,568
Amortization of prior service cost		—	(2,446	)	(4,075	)
Recognized actuarial loss		779	2,115		1,856
Net periodic postretirement benefit cost	$	5,804	4,697		2,828

42

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

Effective with the adoption of SFAS 158, actuarial losses are amortized from accumulated other comprehensive losses into net periodic postretirement benefit cost over future years when the accumulation of such losses exceeds 10% of the year end benefit obligation.

Following are the actuarial assumptions that were used in the calculation of the net periodic postretirement benefit cost:

	2007		2006		2005
Discount rate	5.90	%	5.50	%	5.75	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%

(6) Retirement Plans

The Company has a trusteed, noncontributory Employee Stock Ownership Plan (ESOP) for the benefit of eligible employees. The amount of the Company’s discretionary contribution to the ESOP is determined annually by the Board of Directors and can be made in Company common stock or cash. The expense recorded for contributions to this plan was $239,197,000, $249,710,000 and $273,429,000 for the years ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively.

The Company has a 401(k) plan for the benefit of eligible employees. The 401(k) plan is a voluntary defined contribution plan. Eligible employees may contribute up to 10% of their eligible annual compensation, subject to the maximum contribution limits established by federal law. The Company may make a discretionary annual matching contribution to eligible participants of this plan as determined by the Board of Directors. During 2007, 2006 and 2005, the Board of Directors approved a match of 50% of eligible contributions up to 3% of eligible wages, not to exceed a maximum match of $750 per employee. The match, which is determined as of the last day of the plan year and paid in the subsequent plan year, is in common stock of the Company. The expense recorded for the Company’s match to the 401(k) plan was $20,022,000, $18,296,000 and $16,993,000 for the years ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively.

The Company intends to continue its retirement plans; however, the right to modify, amend, terminate or merge these plans has been reserved. In the event of termination, all amounts contributed under the plans must be paid to the participants or their beneficiaries.

43

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

(7) Income Taxes

Total income taxes for the years ended December 29, 2007, December 30, 2006 and December 31, 2005 were allocated as follows:

	2007			2006		2005
	(Amounts are in thousands)
Earnings	$	633,648		590,344		561,582
Other comprehensive earnings (losses)		(438	)	4,021		(10,176	)
Accumulated other comprehensive losses		—		(4,728	)	—
	$	633,210		589,637		551,406

The provision for income taxes consists of the following:

	Current		Deferred		Total
	(Amounts are in thousands)
2007
Federal	$	615,121	(59,077	)	556,044
State		84,966	(7,362	)	77,604
	$	700,087	(66,439	)	633,648
2006
Federal	$	560,073	(25,218	)	534,855
State		61,009	(5,520	)	55,489
	$	621,082	(30,738	)	590,344
2005
Federal	$	518,473	(27,920	)	490,553
State		75,568	(4,539	)	71,029
	$	594,041	(32,459	)	561,582

A reconciliation of the provision for income taxes at the federal statutory tax rate of 35% to earnings before income taxes compared to the Company’s actual income tax expense is as follows:

	2007			2006		2005
	(Amounts are in thousands)
Federal tax at statutory tax rate	$	636,150		590,644		542,758
State income taxes (net of federal tax benefit)		50,443		36,068		46,169
ESOP dividend		(36,588	)	(18,660	)	(13,254	)
Other, net		(16,357	)	(17,708	)	(14,091	)
	$	633,648		590,344		561,582

44

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as of December 29, 2007 and December 30, 2006 are as follows:

	2007		2006
	(Amounts are in thousands)
Deferred tax assets:
Self-insurance reserves	$	118,301	127,596
Retirement plan contributions		40,147	37,851
Postretirement benefit cost		31,103	31,582
Reserves not currently deductible		12,167	14,201
Advance purchase allowances		9,279	11,456
Inventory capitalization		9,196	9,685
Other		13,205	10,503
Total deferred tax assets	$	233,398	242,874
Deferred tax liabilities:
Property, plant and equipment, principally due to depreciation	$	331,420	396,726
Other		2,160	13,207
Total deferred tax liabilities	$	333,580	409,933

The Company expects the results of future operations and the reversal of deferred tax liabilities to generate sufficient taxable income to allow utilization of deferred tax assets; therefore, no valuation allowance has been recorded as of December 29, 2007 or December 30, 2006.

The Company adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (FIN 48) on December 31, 2006, the beginning of the 2007 fiscal year. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The only periods subject to examination for the Company’s federal return are the 2002 through 2006 tax years. The Internal Revenue Service is currently auditing tax years 2002 through 2005. The periods subject to examination for the Company’s state returns are the 2005 and 2006 tax years. The Company believes that the outcome of any examination will not have a material effect on its financial condition, results of operations or cash flows. As of December 29, 2007, the Company has an immaterial accrual for income tax related interest expense.

Upon adoption of FIN 48 and for the year ended December 29, 2007, the Company had no unrecognized tax benefits. Because the Company does not have any unrecognized tax benefits as of December 29, 2007, there will be no effect on the Company’s effective income tax rate in future periods due to the recognition of unrecognized tax benefits.

45

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

(8) Commitments and Contingencies

(a) Operating Leases

The Company conducts a major portion of its retail operations from leased premises. Initial terms of the leases are typically 20 years, followed by renewal options at five year intervals and may include rent escalation clauses. Minimum rentals represent fixed lease obligations, including insurance and maintenance, to the extent they are fixed in the lease. Contingent rentals represent payment of variable lease obligations, including real estate taxes, insurance, maintenance and, for certain premises, additional rentals based on a percentage of sales in excess of stipulated minimums. The payment of variable real estate taxes, insurance and maintenance is generally based on the Company’s prorata share of total shopping center square footage. The Company recognizes rent expense for operating leases with rent escalation clauses on a straight-line basis over the applicable lease term. Additionally, the Company has operating leases for certain transportation and other equipment.

Total rental expense for the years ended December 29, 2007, December 30, 2006 and December 31, 2005, is as follows:

	2007			2006		2005
	(Amounts are in thousands)
Minimum rentals	$	361,960		336,932		350,654
Contingent rentals		110,989		111,624		100,849
Sublease rental income		(8,836	)	(8,978	)	(9,245	)
	$	464,113		439,578		442,258

As of December 29, 2007, future minimum lease payments for all noncancelable operating leases and related subleases are as follows:

Year	Minimum Rental Commitments		Sublease Rental Income		Net
	(Amounts are in thousands)
2008	$	370,002	(7,197	)	362,805
2009		360,384	(4,027	)	356,357
2010		349,740	(3,542	)	346,198
2011		333,247	(2,430	)	330,817
2012		313,142	(2,048	)	311,094
Thereafter		2,455,664	(5,086	)	2,450,578
	$	4,182,179	(24,330	)	4,157,849

46

PUBLIX SUPER MARKETS, INC.

Notes to Consolidated Financial Statements

The Company also owns shopping centers which are leased to tenants for minimum monthly rentals plus, in certain instances, contingent rentals. Minimum rentals represent fixed lease commitments, including insurance and maintenance. Contingent rentals include variable real estate taxes, insurance, maintenance and, in certain instances, additional rentals based on a percentage of sales in excess of stipulated minimums. Total rental amounts included in trade receivables were $1,056,000 and $1,255,000 as of December 29, 2007 and December 30, 2006, respectively. Rental income was $23,638,000, $21,565,000 and $19,815,000 for the years ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively. The approximate amounts of minimum future rental payments to be received under noncancelable operating leases are $18,795,000, $15,337,000, $11,982,000, $9,324,000 and $6,513,000 for the years 2008 through 2012, respectively, and $37,036,000 thereafter.

(b) Letters of Credit

As of December 29, 2007, the Company had $12,100,000 outstanding in trade letters of credit and $3,100,000 in standby letters of credit to support certain purchase obligations. In addition, the Company had $181,500,000 in standby letters of credit outstanding for the benefit of the Company’s insurance carriers related to self-insurance reserves.

(c) Litigation

The Company is a party in various legal claims and actions considered in the normal course of business. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

(9) Quarterly Information (unaudited)

Following is a summary of the quarterly results of operations for the years ended December 29, 2007 and December 30, 2006. All quarters have 13 weeks.

	Quarter
	First		Second	Third	Fourth
	(Amounts are in thousands, except per share amounts)
2007
Revenues	$	5,921,757	5,698,999	5,632,929	5,939,905
Costs and expenses	$	5,478,320	5,265,593	5,291,268	5,514,104
Net earnings	$	317,581	306,398	248,995	310,951
Basic and diluted earnings per share	$	0.38	0.36	0.30	0.37
2006
Revenues	$	5,551,078	5,382,654	5,286,681	5,599,312
Costs and expenses	$	5,132,648	5,002,288	4,948,628	5,185,510
Net earnings	$	288,407	264,005	252,867	291,930
Basic and diluted earnings per share	$	0.34	0.31	0.30	0.35

47

Schedule II

PUBLIX SUPER MARKETS, INC.

Valuation and Qualifying Accounts

Years ended December 29, 2007, December 30, 2006

and December 31, 2005

(Amounts are in thousands)

Description	Balance at Beginning of Year		Additions Charged to Income	Deductions From Reserves	Balance at End of Year
Year ended December 29, 2007
Reserves not deducted from assets:
Self-insurance reserves:
Current	$	112,177	229,636	228,216	113,597
Noncurrent		251,060	—	20,211	230,849
	$	363,237	229,636	248,427	344,446
Year ended December 30, 2006
Reserves not deducted from assets:
Self-insurance reserves:
Current	$	119,339	197,973	205,135	112,177
Noncurrent		242,449	8,611	—	251,060
	$	361,788	206,584	205,135	363,237
Year ended December 31, 2005
Reserves not deducted from assets:
Self-insurance reserves:
Current	$	115,010	204,806	200,477	119,339
Noncurrent		240,821	1,628	—	242,449
	$	355,831	206,434	200,477	361,788

48

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic Securities and Exchange Commission filings. There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended December 29, 2007, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Internal Control over Financial Reporting

Management’s report on the Company’s internal control over financial reporting is included on page 24 of this report. The Company’s independent registered public accounting firm, KPMG LLP, has issued their audit report on the effectiveness of the Company’s internal control over financial reporting, which is included on page 27.

Item 9B. Other Information

None

49

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Certain information concerning the executive officers of the Company is set forth in Part I under the caption “Executive Officers of the Company.” All other information concerning the directors and executive officers of the Company is incorporated by reference from the Proxy Statement of the Company (2008 Proxy Statement) which the Company intends to file no later than 120 days after its fiscal year end.

The Company has adopted a Code of Ethical Conduct for Financial Managers that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and all persons performing similar functions. A copy of the Code of Ethical Conduct for Financial Managers was filed as Exhibit 14 to the Annual Report of the Company on Form 10-K for the year ended December 28, 2002.

Item 11. Executive Compensation

Information regarding executive compensation is incorporated by reference from the 2008 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership is incorporated by reference from the 2008 Proxy Statement.

Item 13. Certain Relationships, Related Transactions and Director Independence

Information regarding certain relationships and related transactions is incorporated by reference from the 2008 Proxy Statement.

Item 14. Principal Accounting Fees and Services

Information regarding principal accounting fees and services is incorporated by reference from the 2008 Proxy Statement.

50

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Consolidated Financial Statements and Schedule

The consolidated financial statements and schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this Annual Report on Form 10-K.

(b) Exhibits

3.1(a)	Composite of the Restated Articles of Incorporation of the Company dated June 25, 1979 as amended by (i) Articles of Amendment dated February 22, 1984, (ii) Articles of Amendment dated June 24, 1992, (iii) Articles of Amendment dated June 4, 1993, and (iv) Articles of Amendment dated April 18, 2006 are incorporated by reference to the exhibits to the Quarterly Report of the Company on Form 10-Q for the quarter ended April 1, 2006.
3.1(b)	Articles of Amendment of the Restated Articles of Incorporation of the Company dated April 18, 2006 are incorporated by reference to the exhibits to the Quarterly Report of the Company on Form 10-Q for the quarter ended April 1, 2006.
3.2	Amended and Restated By-laws of the Company are incorporated by reference to the exhibits to the Quarterly Report of the Company on Form 10-Q for the quarter ended June 29, 2002.
10.	Indemnification Agreement is incorporated by reference to the form attached as an exhibit to the Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2001, between the Company and all of its directors and officers as reported in the quarterly, annual and current reports of the Company on Form 10-Q, Form 10-K and Form 8-K for the periods ended March 31, 2001, June 30, 2001, September 29, 2001, June 29, 2002, December 28, 2002, September 27, 2003, December 27, 2003, March 27, 2004, May 18, 2005, July 1, 2005, January 30, 2006 and January 30, 2008.
10.1	Non-Employee Directors Stock Purchase Plan Summary Plan Description, as registered in the Form S-8 filed with the Securities and Exchange Commission on June 21, 2001, is incorporated by reference to the exhibits to the Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 2001.
10.2	Incentive Bonus Plan is incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K for the year ended December 25, 2004.
10.3	Employee Stock Ownership Plan as amended and restated as of January 1, 2007.
10.4	401(k) SMART Plan as amended and restated as of January 1, 2007.
14.	Code of Ethical Conduct for Financial Managers is incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K for the year ended December 28, 2002.
21.	Subsidiaries of the Registrant.
23.	Consent of Independent Registered Public Accounting Firm.

51

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

52

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PUBLIX SUPER MARKETS, INC.
February 29, 2008	By:	/s/ John A. Attaway, Jr.
		John A. Attaway, Jr.
		Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Carol Jenkins Barnett Carol Jenkins Barnett	Director	February 29, 2008
/s/ Hoyt R. Barnett Hoyt R. Barnett	Vice Chairman and Director	February 29, 2008
/s/ Joan G. Buccino Joan G. Buccino	Director	February 29, 2008
/s/ William E. Crenshaw William E. Crenshaw	President and Director	February 29, 2008
/s/ Sherrill W. Hudson Sherrill W. Hudson	Director	February 29, 2008
/s/ Charles H. Jenkins, Jr. Charles H. Jenkins, Jr.	Chief Executive Officer and Director (Principal Executive Officer)	February 29, 2008
/s/ Howard M. Jenkins Howard M. Jenkins	Chairman of the Board and Director	February 29, 2008
/s/ E. Vane McClurg E. Vane McClurg	Director	February 29, 2008
/s/ Kelly E. Norton Kelly E. Norton	Director	February 29, 2008
/s/ Maria A. Sastre Maria A. Sastre	Director	February 29, 2008
/s/ David P. Phillips David P. Phillips	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	February 29, 2008

53

EX-10.3

Exhibit 10.3

PUBLIX SUPER MARKETS, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

AMENDED AND RESTATED

AS OF JANUARY 1, 2007

PUBLIX SUPER MARKETS, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

AMENDED AND RESTATED

AS OF JANUARY 1, 2007

Table of Contents

Article	Title	Page
I	Definitions	1
II	Amendment and Restatement and Name of the Plan	14
III	Purpose of the Plan and the Trust	14
IV	Plan Administrator	15
V	Eligibility and Participation	19
VI	Contributions to the Trust	20
VII	Participants’ Accounts and Allocation of Contributions	21
VIII	Benefits Under the Plan	28
IX	Payment of Benefits, Put Option and Right of First Refusal	33
X	Diversification Distributions	40
XI	Hardship Withdrawals	42
XII	Trust Fund	44
XIII	Expenses of Administration of the Plan and the Trust Fund	44
XIV	Amendment and Termination	45
XV	Miscellaneous	46

PUBLIX SUPER MARKETS, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

AMENDED AND RESTATED

AS OF JANUARY 1, 2007

The Publix Super Markets, Inc. Employee Stock Ownership Plan, commonly known as the Publix PROFIT Plan, originally adopted as of October 1, 1974, as a stock bonus plan with employee stock ownership plan features, is hereby amended and restated this 22^nd day of January, 2008, but is effective for all purposes as of January 1, 2007, except as may be otherwise noted herein, by Publix Super Markets, Inc. (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. Employee Stock Ownership Plan, which has been amended from time to time (as amended to date, the “Plan”); and

WHEREAS, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company has determined that it is advisable and in the best interests of the Participants to amend and restate the Plan to reflect statutory and regulatory modifications and to make other desired changes.

NOW, THEREFORE, the Plan is hereby amended and restated in its entirety to read as follows:

ARTICLE I

Definitions

1.1 “Account” or “Accounts” shall mean, as required by the context, the entire amount held from time to time for the benefit of any one Participant, or the portion thereof attributable to a Participant’s Company Stock Account and/or Other Investments Account established pursuant to section 7.2 with respect to Employer contributions made pursuant to Article VI, and shall include amounts credited to the account of a Participant under the terms of the Publix Super Markets, Inc. Profit Sharing Plan at the time of the merger of that plan with this Plan effective as of the close of business on December 31, 1999.

1.2 “Administrator” shall mean the Plan Administrator.

1.3 “Affiliate” shall mean, with respect to an Employer, any corporation other than such Employer that is a member of a controlled group of corporations, within the meaning of Section 414(b) of the Code, of which such Employer is a member; all other trades or businesses

(whether or not incorporated) under common control, within the meaning of Section 414(c) of the Code, with such Employer; any service organization other than such Employer that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which such Employer is a member; any other organization that is required to be aggregated with such Employer under Section 414(o) of the Code; and, for purposes of determining Hours of Service and Years of Service in Plan Years beginning before January 1, 1993, Publix Food Stores, Inc. and Publix Market, Inc. For purposes of determining the limitations on Annual Additions, the special rules of Section 415(h) of the Code shall apply.

1.4 “Anniversary Date” shall mean the date on which an Employee first had an Hour of Service (or, except as otherwise provided in Department of Labor Regulation Section 2530.200b-4(b), first had an Hour of Service following a One Year Break in Service which occurred as a result of a separation from employment) or any succeeding anniversary thereof.

1.5 “Annual Additions” shall mean, with respect to each Limitation Year beginning after December 31, 1986, the sum of:

(a) the amount of Employer contributions (including elective contributions made in accordance with Section 401(k) of the Code, other than amounts distributed as “excess deferrals” in accordance with Treasury Regulation Section 1.402(g)-1(e)(2) or (3)) allocated to the Participant under any defined contribution plan maintained by an Employer or an Affiliate;

(b) the amount of the Employee’s contributions (other than rollover contributions, if any) to any contributory defined contribution plan maintained by an Employer or an Affiliate;

(c) any forfeitures separately allocated to the Participant under any defined contribution plan maintained by an Employer or an Affiliate;

(d) if the Participant is a Key Employee during the current Plan Year or the preceding Plan Year, any contributions allocated to an individual account on behalf of such Participant under Section 419A(d)(2) of the Code; provided, however, that the contributions subject to this subsection shall not be subject to the limitation of section 7.7(a)(2); and

(e) effective January 1, 2008, contributions allocated pursuant to Code Section 415(l)(1) to any individual medical benefit account that is part of a pension or annuity plan established pursuant to Section 401(h) of the Code; provided, however, that the contributions subject to this subsection shall not be subject to the limitation of section 7.7(a)(2).

1.6 “Board of Directors” and “Board” shall mean the board of directors of the Company or, when required by the context, the board of directors of an Employer other than the Company.

2.

1.7 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute. References to a specific section of the Code shall include references to any successor provisions.

1.8 “Company” shall mean Publix Super Markets, Inc. and its successors.

1.9 “Company Stock Account” shall mean an account established pursuant to section 7.2 with respect to Employer contributions invested in Employer Securities and adjustments thereto.

1.10 (a) “Compensation” shall mean, with respect to a Participant, the wages, salaries, fees for professional services, and other amounts received (without regard to whether the amount is paid in cash) to such Participant by an Employer, including, but not limited to, tips received by such Participant, for personal services actually rendered in the course of employment with an Employer to the extent that the amounts are includible in gross income, as well as amounts that would be included in wages but for an election under Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) of the Code, but shall not include amounts realized from the exercise of a nonstatutory stock option (an option other than a statutory stock option as defined in Treasury Regulation Section 1.421-1(b)) or when restricted stock or other property either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, amounts realized from the sale, exchange or other disposition of stock acquired under a statutory stock option (as defined in Treasury Regulation Section 1.421-1(b)), and other amounts that receive special tax benefits (such as premiums for group-term life insurance, but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts that are described in Section 125 of the Code), and also shall not include (even if such amounts are includible in gross income) reimbursements or other expense allowances, fringe benefits (whether or not in cash), moving expenses, deferred compensation and Employer-paid welfare benefits.

(b) For purposes of making allocations of Employer contributions pursuant to section 7.4 with respect to any Plan Year, no Compensation paid by an Employer with respect to an Employee prior to the Employee’s first day of participation in the Plan shall be taken into account.

(c) No Compensation in excess of $200,000 (as adjusted from time to time under applicable law) shall be taken into account for any Employee.

1.11 “Direct Rollover” shall mean a payment of an Eligible Rollover Distribution by the Plan to an Eligible Retirement Plan specified by the Distributee.

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1.12 “Distributee” shall mean

(a) a Participant who is entitled to benefits payable as a result of his retirement, disability or other severance of employment as provided in section 8.1, 8.2 or 8.3,

(b) a Participant’s surviving Eligible Spouse who is entitled to death benefits payable pursuant to section 8.4,

(c) a Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, entitled to benefits payable as provided by section 15.2(b), and

(d) effective January 1, 2008, an individual other than an Eligible Spouse who is the designated beneficiary of a deceased Participant and who is thus entitled to death benefits payable pursuant to Section 8.4.

1.13 “Diversification Election Period” shall mean, for Plan Years beginning on or after October 1, 1987, the period of six (6) Plan Years beginning with the Plan Year after the first Plan Year during which the Participant has attained the age of fifty-five (55) years and has completed ten (10) years of participation in the Plan.

1.14 “Effective Date” of this amended and restated Publix Super Markets, Inc. Employee Stock Ownership Plan shall mean January 1, 2007.

1.15 “Eligibility Date” shall mean the Employee’s Anniversary Date immediately following the completion of the Employee’s first Year of Service (as defined for purposes of Article V).

1.16 “Eligible Retirement Plan” shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code that is maintained by a state or any agency or instrumentality of a state or political subdivision of a state that agrees to separately account for amounts transferred into such plan from this Plan, in each case provided that the account or plan accepts a Distributee’s Eligible Rollover Distribution; provided, however, that effective January 1, 2008, with respect to a nonspouse beneficiary, an Eligible Retirement Plan shall mean an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code.

4.

1.17 “Eligible Rollover Distribution” shall mean any distribution of all or any portion of the balance to the credit of a Distributee, other than:

(a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made

(1) for the life (or life expectancy) of the Distributee, or the joint lives (or life expectancies) of the Distributee and the Distributee’s designated beneficiary, or

(2) for a specified period of ten years or more;

(b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and

(c) any distribution on account of Hardship.

A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax Employee contributions that are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

Notwithstanding the preceding provisions of this section, an Eligible Rollover Distribution shall not include one or more distributions during a Plan Year if the aggregate amount distributed during the Plan Year is less than $200 (as adjusted from time to time under applicable law).

1.18 “Eligible Spouse” shall mean a Participant’s husband or wife, provided the Participant and such husband or wife have been married throughout the one-year period ending on the earlier of (a) the date payment of the Participant’s benefit commences or (b) the date of the Participant’s death.

1.19 “Employee” shall mean any person employed by an Employer or an Affiliate; provided, however, that the term “Employee” shall not include:

(a) a person who serves only as a director of an Employer;

(b) a member of a collective bargaining unit if retirement benefits were a subject of good faith bargaining between such unit and an Employer;

(c) a nonresident alien who does not receive earned income from sources within the United States; and

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(d) any individual categorized by his Employer as an independent contractor or leased employee, regardless of whether such person is subsequently determined to satisfy the common law employee definition under any applicable law.

1.20 “Employer” shall mean the Company, Publix Alabama, LLC, and Publix Asset Management Company, as well as any other subsidiary, related corporation, or other entity that adopts this Plan with the consent of the Company.

1.21 “Employer Securities” shall mean common stock, any other type of stock or any marketable obligation (as defined in Section 407(e) of ERISA) issued by the Company or any Affiliate of the Company.

1.22 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. References to a specific section of ERISA shall include references to any successor provisions.

1.23 “Fair Market Value” shall mean, for purposes of the valuation of Employer Securities, the closing price (or, if there is no closing price, then the closing bid price) of such Employer Securities as reported on the Composite Tape, or if not reported thereon, then such price as reported in the trading reports of the principal securities exchange in the United States on which such Employer Securities are listed, or if the Employer Securities are not listed on a securities exchange in the United States, the mean between the dealer closing “bid” and “ask” prices on the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or NASDAQ’s successor, or if not reported on NASDAQ, the fair market value of the securities as determined in good faith and based on all relevant factors; provided, however, that the Fair Market Value of Employer Securities not readily tradable on an established securities market shall be determined by an independent appraiser as required by Section 401(a)(28)(C) of the Code, and, for purposes of sections 9.3, 9.6, 9.7, and 11.5, Fair Market Value shall mean the independent appraiser’s latest appraisal that has been delivered to the Company as of the date in question.

1.24 “Forfeitable Interest” shall mean, as of any date, the amount equal to the percentage of a Participant’s Account balance or contribution that is not the Participant’s Vested Interest.

1.25 “Forfeiture” shall mean an amount previously credited to one or more Participants’ Forfeiture Suspense Accounts that has been forfeited pursuant to the provisions of section 7.4(i), as well as any amount forfeited pursuant to sections 6.6 and 9.9.

1.26 “Forfeiture Suspense Account” shall mean an account established pursuant to section 7.2 and maintained as provided in section 7.4(i) with respect to a Forfeitable Interest of a Participant who has incurred a One Year Break in Service.

1.27 “Hardship” shall mean an immediate and heavy financial need of the Participant for which a distribution from the Participant’s Vested Interest in his Account is necessary to satisfy such need, as described in Article XI.

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1.28 “Highly Compensated Employee” shall mean, with respect to any Plan Year:

(a) any Employee who:

(1) was a five percent (5%) owner of an Employer at any time during the Plan Year or the preceding Plan Year; or

(2) for the preceding Plan Year, had Section 415 Compensation in excess of $80,000 (as adjusted from time to time under applicable law); or

(b) any former Employee who separated from service (or was deemed to have separated from service) prior to the Plan Year and performs no service for an Employer during the Plan Year, but was an actively employed Highly Compensated Employee in the Plan Year of his separation or any Plan Year ending on or after the date he attained age fifty-five (55).

1.29 (a) “Hour of Service” shall mean

(1) an hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer or an Affiliate;

(2) an hour for which an Employee is paid, or entitled to payment, by an Employer or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), bereavement, lay-off, jury duty, military duty or leave of absence. Notwithstanding the preceding,

(A) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited under this section 1.29(a)(2) to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws; and

(B) an hour shall not be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee;

(3) an hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer or an Affiliate; provided, however, that the same Hour of Service shall not be credited both under section 1.29(a)(1), 1.29(a)(2) or 1.29(a)(5), as the case may be, and under this section 1.29(a)(3). Crediting of an Hour of Service for back pay awarded or agreed to with respect to periods described in section 1.29(a)(2) shall be subject to the limitations set forth in that section;

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(4) an hour for which an Employee is on an unpaid leave of absence or during a similar approved time off period where the Employee is not paid, or entitled to payment, by an Employer or Affiliate for such time, but only in the following situations and subject to the following limitations:

(A) any time for which an Employee is on a Family Medical Leave Act of 1993 (“FMLA”) unpaid leave, which period shall not exceed twelve (12) weeks reduced by any time for which the Employee receives sick pay from an Employer or an Affiliate for the FMLA leave;

(B) any time for which an Employee is on an unpaid military leave, which period shall not exceed twelve (12) weeks;

(C) any time for which an Employee is absent from work due to a worker’s compensation injury, which period shall not exceed fifty-two (52) weeks reduced by any time for which the Employee receives sick pay from an Employer or an Affiliate for the absence; and

(D) effective July 1, 2007, any time for which an Employee is absent from work for a reason related to domestic violence as set forth in Florida Statutes Section 741.313; and

(5) an hour for which an Employee is absent from work, is not otherwise paid or entitled to payment for such absence, but is receiving long-term disability benefits under policies provided by the Employer or an Affiliate; provided, however, that no more than 501 Hours of Service shall be credited under this section 1.29(a)(5) to an Employee on account of any single continuous period during which the Employee performs no duties and is eligible for Hours of Service hereunder (whether or not such period occurs in a single Plan Year); and, provided further, that if the Employee, solely by virtue of receiving such long-term disability benefits, would otherwise be entitled to Hours of Service under section 1.29(a)(2) for such absence, the Employee shall not receive Hours of Service under section 1.29(a)(2) but shall instead receive Hours of Service under this section 1.29(a)(5) subject to the limitations contained herein.

In determining Hours of Service under the foregoing section 1.29(a)(4) and section 1.29(a)(5), Employees determined to be exempt by an Employer or an Affiliate in accordance with the then current employment law shall be credited with Hours of Service pro-rata based on forty-five (45) hours for a full payroll period (one week), non-exempt, hourly-paid full-time Employees shall be credited with Hours of Service pro-rata based on 40 hours for a full payroll period (one week), and non-exempt, hourly-paid, part-time Employees shall be credited with Hours of Service pro-rata based on a full payroll period equal to the average hours worked by the Employee for an Employer or an Affiliate during the fifty-two (52)

8.

week payroll period immediately preceding the unpaid period for which Hours of Service are being given hereunder; or in any case in which the Administrator is unable to determine Hours of Service for a non-exempt, hourly-paid, part-time Employee, such Employee shall be credited with Hours of Service pro-rata based on forty (40) hours for a full payroll period. Notwithstanding the preceding, in determining the average hours worked by a non-exempt, hourly-paid, part-time Employee for an Employer or an Affiliate during the fifty-two (52) week payroll period immediately preceding the unpaid period for which Hours of Service are being given hereunder, hours worked by such Employee shall be deemed to be forty (40) hours for any week ending prior to March 20, 2004.

The definition set forth in the foregoing sections 1.29(a)(1) through (3) is subject to the special rules contained in Department of Labor Regulations Sections 2530.200b-2(b) and (c), and any regulations amending or superseding such Sections, which special rules are hereby incorporated in the definition of “Hour of Service” by this reference.

(b) Notwithstanding the provisions of section 1.29(a), each Employee who was employed by the Company, Publix Food Stores, Inc., or Publix Market, Inc. on October 1, 1975, shall be credited with one thousand (1,000) Hours of Service for each twelve (12) continuous months of service commencing with his most recent employment commencement date prior to October 1, 1975, and ending October 1, 1975. In addition, each such Employee shall be credited with forty (40) Hours of Service for each week of employment during the period beginning on his most recent Anniversary Date prior to October 1, 1975, and ending on October 1, 1975.

(c)   (1) Notwithstanding the other provisions of this “Hour of Service” definition, in the case of an Employee who is absent from work for any period by reason of her pregnancy, by reason of the birth of a child of the Employee, by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee or for purposes of caring for such child for a reasonable period beginning immediately following such birth or placement, the Employee shall be treated as having those Hours of Service described in section 1.29(c)(2).

(2) The Hours of Service to be credited to an Employee under the provisions of section 1.29(c)(1) are the Hours of Service that otherwise would normally have been credited to such Employee but for the absence in question or, in any case in which the Plan is unable to determine such hours, eight (8) Hours of Service per day of such absence; provided, however, that the total number of hours treated as Hours of Service under this section 1.29(c) by reason of any such pregnancy or placement shall not exceed 501 hours.

(3) The hours treated as Hours of Service under this section 1.29(c) shall be credited only in the consecutive 12-month period beginning with the Employee’s Anniversary Date in which the absence from work begins, if the crediting is necessary to prevent a One Year Break in Service in such 12-month period or, in any other case, in the immediately following 12-month period.

9.

(4) Credit shall be given for Hours of Service under this section 1.29(c) solely for purposes of determining whether a One Year Break in Service has occurred for participation or vesting purposes; credit shall not be given hereunder for any other purposes (including, without limitation, benefit accrual).

(5) Notwithstanding any other provision of this section 1.29(c), no credit shall be given under this section 1.29(c) unless the Employee in question furnishes to the Plan Administrator such timely information as the Administrator may reasonably require to establish that the absence from work is for reasons referred to in section 1.29(c)(1) and the number of days for which there was such an absence.

1.30 “Investment Fund” shall mean an investment fund established under section 12.2 and attributable to Participants’ Other Investments Accounts, the combined assets of which shall consist of the common investments (other than Employer Securities) of all Participants other than those Participants who have terminated employment and have elected to receive their distributable benefits in the form of installment payments (as such payment option previously existed in the Plan prior to November 1, 2005).

1.31 “Key Employee” shall mean any Employee or former Employee (including any deceased Employee) of an Employer or an Affiliate who at any time during the Plan Year that includes the determination date was an officer of an Employer or nonparticipating Affiliate having annual compensation greater than $130,000 (as adjusted from time to time under applicable law), a five-percent owner of an Employer or nonparticipating Affiliate, or a one-percent owner of an Employer or nonparticipating Affiliate having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code; and the determination date means the last day of the Plan Year immediately preceding the Plan Year for which top-heaviness is to be determined. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

1.32 “Limitation Year” shall mean the 12-month period ending on each December 31.

1.33 “Non-Key Employee” shall mean, with respect to any Plan Year, an Employee or former Employee who is not a Key Employee (including any such Employee who formerly was a Key Employee).

1.34 “Normal Retirement Date” shall mean the date on which a Participant attains the age of sixty (60) years.

10.

1.35 “One Year Break in Service” shall mean a year beginning with an Employee’s Anniversary Date in which an Employee has 500 or fewer Hours of Service, and it shall be deemed to occur on the last day of any such year.

1.36 “Other Investments Account” shall mean an account established pursuant to section 7.2 with respect to investments of Employer contributions in assets other than Employer Securities, and adjustments thereto.

1.37 “Participant” shall mean any eligible Employee of an Employer who has become a Participant under Article V of the Plan and shall include any former employee of an Employer who became a Participant under the Plan and who still has a balance in an Account under the Plan.

1.38 “Plan” shall mean the Publix Super Markets, Inc. Employee Stock Ownership Plan as herein set forth, as it may be amended from time to time.

1.39 “Plan Administrator” shall mean the Company.

1.40 “Plan Year” shall mean the 12-month period ending on each December 31.

1.41 “Section 415 Compensation” shall include all wages within the meaning of Section 3401(a) of the Code (for purposes of tax withholding at the source) paid to a Participant from an Employer or Affiliate plus all other payments of compensation to the Participant from an Employer or Affiliate (in the course of the trade or business of the Employer or Affiliate) for which the Employer or Affiliate is required to furnish the Participant a written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code (and without regard to any provisions under Section 3401(a) of the Code that limit the remuneration included in wages based on the nature or location of the employment or the services performed), together with any amount that is contributed by an Employer at the election of the Employee and that is not includible in the gross income of the Employee under Sections 125, 132(f)(4), 401(k), 402(h), 403(b), or 457 of the Code.

1.42 “Section 415 Suspense Account” shall mean an account established pursuant to section 7.7(c) with respect to excess Annual Additions held for reallocation in future Plan Years.

1.43 “Top Heavy Plan” shall mean this Plan if the aggregate account balances (not including voluntary rollover contributions made by any Participant from an unrelated plan) of the Key Employees and their beneficiaries for such Plan Year exceed 60% of the aggregate account balances (not including voluntary rollover contributions made by any Participant from an unrelated plan) for all Participants and their beneficiaries. Such values shall be determined for any Plan Year as of the last day of the immediately preceding Plan Year. The account balances on any determination date shall include the aggregate distributions made with respect to Participants under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period ending on such determination date; provided, that in the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” For the

11.

purposes of this definition, the aggregate account balances for any Plan Year shall include the account balances and accrued benefits of all retirement plans qualified under Section 401(a) of the Code with which this Plan is required to be aggregated to meet the requirements of Section 401(a)(4) or 410 of the Code (including terminated plans that would have been required to be aggregated with this Plan) and all plans of an Employer or an Affiliate in which a Key Employee participates; and such term may include (at the discretion of the Plan Administrator) any other retirement plan qualified under Section 401(a) of the Code that is maintained by an Employer or an Affiliate, provided the resulting aggregation group satisfies the requirements of Sections 401(a) and 410 of the Code. All calculations shall be on the basis of actuarial assumptions that are specified by the Plan Administrator and applied on a uniform basis to all plans in the applicable aggregation group. The account balance of any Participant shall not be taken into account if:

(a) he is a Non-Key Employee for any Plan Year, but was a Key Employee for any prior Plan Year, or

(b) he has not performed any service for an Employer during the one-year period ending on the determination date.

1.44 “Trust” shall mean the Publix Super Markets, Inc. Employee Stock Ownership Trust, as it may be amended from time to time.

1.45 “Trustee” shall mean the individual, individuals or corporation designated as trustee under the Trust.

1.46 “Trust Fund” shall mean the trust fund established under the Trust from which the amounts of benefits provided for by the Plan are to be paid or are to be funded.

1.47 “Valuation Date” shall mean each December 31 and such other date(s) as may be selected by the Administrator for such purpose.

1.48 “Valuation Period” shall mean the period beginning with the first day after a Valuation Date and ending with the next Valuation Date.

1.49 “Vested Interest” shall mean, as of any date, the amount equal to a fixed, non-forfeitable percentage of a Participant’s Account balance or contribution as determined pursuant to section 8.3(b).

1.50 (a) “Year of Service” shall mean each of the consecutive 12-month periods beginning with the Employee’s Anniversary Date if during such consecutive 12-month period, the Employee completes 1,000 Hours of Service for an Employer or an Affiliate thereof.

(b) For purposes of Article V and section 7.4, a Year of Service is not completed until the end of each consecutive 12-month period without regard to when during the period that 1,000 Hours of Service are completed. For purposes of Article V, an Employee’s Years of Service shall not include any Year of Service prior to a One Year Break in Service until the Employee completes a Year of Service after the One Year Break in Service.

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(c) For purposes of Article VIII and section 14.1(e), an Employee’s Years of Service shall not include any Year of Service prior to a One Year Break in Service, but only prior to such time as the Participant has completed a Year of Service after such One Year Break in Service.

(d) For all purposes of this Plan, an Employee’s Years of Service shall include the following:

(1) for persons employed in stores acquired by the Company from Kroger Company on or after November 7, 1988, and before September 1, 1992, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition;

(2) for persons employed by the Par 3 Golf Center, Lakeland, Florida acquired by the Company on September 9, 1988, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition;

(3) for persons employed by Wolfson Pharmacy acquired by the Company on July 31, 1988, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition; and

(4) for persons employed by Care Systems Corporation acquired by the Company on December 27, 1996, service with such predecessor employer if such person became an Employee of the Company on December 28, 1996.

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ARTICLE II

Amendment and Restatement and Name of the Plan

The Company’s employee stock ownership plan is hereby amended and restated in accordance with the terms hereof and shall continue to be known as the “PUBLIX SUPER MARKETS, INC. EMPLOYEE STOCK OWNERSHIP PLAN.”

ARTICLE III

Purpose of the Plan and the Trust

3.1 Exclusive Benefit. This Plan is created for the sole purpose of providing benefits to the Participants and enabling them to share in the growth of their Employer, and is designed to invest primarily in Employer Securities. Except as otherwise permitted by law, in no event shall any part of the principal or income of the Trust be paid to or reinvested in any Employer or be used for or diverted to any purpose whatsoever other than for the exclusive benefit of the Participants and their beneficiaries.

3.2 Mistake of Fact. Notwithstanding the provisions of section 3.1, any contribution made by an Employer to this Plan by a mistake of fact may be returned to the Employer within one year after the payment of the contribution; and any contribution made by an Employer that is conditioned upon the deductibility of the contribution under Section 404 of the Code (each contribution shall be presumed to be so conditioned unless the Employer specifies otherwise) may be returned to the Employer if the deduction is disallowed and the contribution is returned (to the extent disallowed) within one year after the disallowance of the deduction.

3.3 Participant’s Rights. The establishment of this Plan shall not be considered as giving any Employee, or any other person, any legal or equitable right against any Employer, any Affiliate, the Plan Administrator, the Trustee or the principal or the income of the Trust, except to the extent otherwise provided by law. The establishment of this Plan shall not be considered as giving any Employee, or any other person, the right to be retained in the employ of any Employer or any Affiliate.

3.4 Qualified Plan. This Plan and the Trust are intended to qualify under the Code as a tax-free employees’ plan and trust, and particularly as an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, and the provisions of this Plan and the Trust should be interpreted accordingly.

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ARTICLE IV

Plan Administrator

4.1 Administration of the Plan. The Plan Administrator shall control and manage the operation and administration of the Plan, except with respect to the investments to be made of the funds in the Trust and except with respect to such other duties of the Trustee as set forth in the Trust.

4.2 Powers and Duties. The Administrator shall have complete control over the administration of the Plan herein embodied, with all powers necessary to enable it to carry out its duties in that respect. Not in limitation, but in amplification of the foregoing, the Administrator shall have the power and discretion to interpret or construe this Plan and to determine all questions that may arise as to the status and rights of the Participants and others hereunder. Also not in limitation, but in amplification of the foregoing, the Administrator shall have the power and discretion to adopt and implement rules for the purpose of helping Participants and other interested parties to comply with the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and any regulations issued thereunder.

4.3 Direction of Trustee. It shall be the duty of the Administrator to direct the Trustee with regard to the distribution of the benefits to the Participants and others hereunder.

4.4 Summary Plan Description. The Plan Administrator shall prepare or cause to be prepared a Summary Plan Description (if required by law) and such periodic and annual reports as are required by law.

4.5 Disclosure. From time to time, the Administrator shall furnish to each Participant a statement containing the value of his interest in the Trust Fund and such other information as may be required by law.

4.6 Conflict in Terms. The Administrator shall notify each Employee, in writing, as to the existence of the Plan and Trust and the basic provisions thereof. In the event of any conflict between the terms of this Plan and Trust as set forth in this Plan and in the Trust and as set forth in any explanatory booklet or other description, this Plan and the Trust shall control.

4.7 Nondiscrimination. The Administrator shall not take any action or direct the Trustee to take any action whatsoever that would result in unfairly benefiting one Participant or group of Participants at the expense of another or in improperly discriminating between Participants similarly situated or in the application of different rules to substantially similar sets of facts.

4.8 Records. The Plan Administrator shall keep a complete record of all its proceedings as the administrator of the Plan and all data necessary for the administration of the Plan. All of the foregoing records and data shall be located at the principal office of the Administrator.

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4.9 Final Authority. Except to the extent otherwise required by law, the decision of the Plan Administrator in matters within its jurisdiction shall be final, binding and conclusive upon each Employer and each Employee, Participant and beneficiary and every other interested or concerned person or party.

4.10 Claims.

(a) For claims unrelated to disability:

(1) Claims for benefits under the Plan may be made by a Participant, alternate payee or a deceased beneficiary of a Participant on forms supplied by the Plan Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant by the Administrator within ninety (90) days after the application is filed with the Administrator, unless special circumstances, which are made known to the claimant, require an extension of time for processing, in which event action shall be taken as soon as possible, but not later than one hundred eighty (180) days after the application is filed with the Administrator; and, in the event that no action has been taken within such ninety (90) or one hundred eighty (180) day period, the claimant shall be permitted to proceed to the review stage under subsection (2). In the event that the claim is denied, the denial shall be written in a manner calculated to be understood by the claimant and shall include the specific reasons for the denial, specific references to pertinent provisions of the Plan on which the denial is based, a description of the material information, if any, necessary for the claimant to perfect the claim, an explanation of why such material information is necessary, a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA and an explanation of the claim review procedure.

(2) If a claim is denied, a claimant or his duly authorized representative shall have sixty (60) days after the receipt of such denial to petition the Plan Administrator in writing for a full and fair review of the denial, during which time the claimant or his duly authorized representative shall have the right to review, upon request and free of charge, pertinent documents, records or other information relevant to the claim and to submit issues, documents and comments in writing. The Plan Administrator shall promptly review the claim and shall make a decision not later than sixty (60) days after receipt of the request for review, unless special circumstances, such as when the Administrator determines in its sole discretion that it is appropriate to hold a hearing, require an extension of time for processing, in which event a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after the receipt of the request for review. If such an extension is required because of special circumstances, written or electronic notice of the extension shall be furnished to the claimant prior to the commencement of the extension. The decision of the review shall be written in a manner calculated to be understood by the claimant and shall include the specific reasons for the denial, specific references to pertinent provisions of the Plan on which the denial is based, a statement

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regarding the claimant’s right to review, upon request and free of charge, all documents, records or other information relevant to the claim and decision and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

(b) For claims related to total and permanent disability under section 8.2, the following procedures shall apply:

(1) Claims for disability benefits under the Plan may be made by a Participant on forms supplied by the Plan Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant by the Administrator within forty-five (45) days after the application is filed with the Administrator, unless the Administrator determines that an extension of time is necessary to process the claim, in which event the Administrator will provide the claimant with written or electronic notice of any extension, including the reasons for the extension and the date by which a decision by the Plan Administrator is expected to be made. The initial forty-five (45) day period may be extended twice by thirty (30) days for matters beyond the control of the Administrator, including cases where a claim is incomplete. Any notice of extension must explain to the claimant the standards on which entitlement to a disability benefit is based, the unresolved issues that prevent a decision on the claim, and, where a claim is incomplete, the additional information needed to resolve those issues. Any extension notice must provide that the claimant has forty-five (45) days from receipt of the notice in which to provide the specified information. Where the time period for the notice of denial of a claim is extended because additional information is needed, the period during which the Administrator must render a decision shall stop running from the time the notice of extension is sent until the date of the claimant’s response to the request for additional information. In the event that the claim is wholly or partly denied, the Plan Administrator shall notify the claimant in written or electronic form, and the notice of the denial shall include the specific reasons for the denial, the specific Plan provisions on which the denial is based, a description of any additional material or information necessary for the claim to be granted, an explanation of why such material or information is necessary, a description of the Plan’s claim review procedures, the time limits under those procedures, and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA, and, if applicable, a copy of any internal rule, guideline, protocol, or similar criterion that was relied upon in making the adverse determination on the claim, or a statement that an internal rule, guideline, protocol, or similar criterion was relied upon in making the adverse determination and will be provided to the claimant free of charge upon request.

(2) If a claim for disability benefits is wholly or partly denied, a claimant or his authorized representative shall have one hundred eighty (180) days after the receipt of such denial to file a request with the Plan Administrator for a review of the denial. Review of a denied claim for disability benefits shall be

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conducted by an appropriate named fiduciary who is neither the party who made the initial adverse determination, nor the subordinate of such party, and no deference will be given to the initial denial. If the initial denial was based in whole or in part on medical judgment, the named fiduciary reviewing the denied claim shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the initial denial or subordinate to that health care professional. The identity of any medical or vocational experts who provided advice to the Plan in connection with the initial denial shall be provided to the claimant without regard to whether such advice was relied upon. The review of the claim denial shall take into account all comments, documents, records, and other information submitted by the claimant, whether or not such information was submitted or considered in connection with the initial determination on the claim. The Administrator shall notify the claimant in writing or in electronic form of the determination of the denied claim on review (regardless of whether adverse) within forty-five (45) days after receipt of the request for review, unless the named fiduciary responsible for review of the claim determines that a hearing is needed or if other special circumstances require an extension. If such an extension is required, written notice of the extension, including the reasons for the extension and the date by which a decision by the named fiduciary responsible for reviewing the claim is expected to be made shall be furnished to the claimant prior to the end of the initial forty-five (45) day period. The extension shall not exceed an additional forty-five (45) days. During the review period, the claimant may submit written comments, documents, records and other information related to the claim, and upon request, will be provided, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim. In the event of an adverse determination of the denied claim on review, the claimant shall be given a written or electronic notice of that determination, which shall include the specific reasons for the denial of the claim, references to the specific Plan provisions on which the determination is based, a statement that the claimant is entitled to receive, upon request and free of charge, access to, and copies of, all documents, records and other information relevant to the claim, a description of any voluntary appeal procedures offered under the Plan, the claimant’s right to obtain information about such procedures, a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA, if applicable, a copy of any internal rule, guideline, protocol, or similar criterion that was relied upon in making the adverse determination on the claim, or a statement that an internal rule, guideline, protocol or similar criterion was relied upon in making the adverse determination and will be provided to the claimant free of charge upon request, if the adverse determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment used for the determination or a statement that such explanation will be provided free of charge upon request, and the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

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(c) If a claimant fails to file a claim or request a review in the manner and in accordance with the time limitation specified in this section 4.10, such claim or request for review shall be waived and the claimant shall thereafter be barred from asserting such claim.

(d) The determination of the Plan Administrator, or named fiduciary, under this section 4.10 of any factual matter relating to a claimant or claim, including, without limitation, a Participant’s Compensation and Years of Service, shall be conclusive and binding on all parties to the claim. In making a determination on a claim, the Administrator or named fiduciary shall be entitled to rely upon all valuations, certificates, reports or other information furnished by any accountants or administrators for the Plan, the Trustee or any investment manager(s) and upon the opinions of legal counsel, to the extent such reliance is consistent with ERISA.

4.11 Appointment of Advisors. The Administrator may appoint such accountants, counsel (who may be counsel for an Employer), specialists and other persons that it deems necessary and desirable in connection with the administration of this Plan. The Administrator, by action of its Board of Directors, shall designate one or more of its employees to perform the duties required of the Administrator hereunder.

ARTICLE V

Eligibility and Participation

5.1 Current Participants. Any Employee who was a Participant in this Plan immediately prior to the Effective Date shall remain as a Participant in the Plan.

5.2 Eligibility and Participation.

(a) Any Employee of an Employer shall be eligible to become a Participant in the Plan upon completing one Year of Service. Any such eligible Employee shall enter the Plan as a Participant, if he is still an Employee of an Employer, on his Eligibility Date.

(b) A person who has satisfied the eligibility requirements of this Article V while employed by an Affiliate and who becomes an Employee of an Employer shall enter the Plan as a Participant on the date of his employment with such Employer.

5.3 Former Employees. A Participant who ceases to be an Employee and who subsequently reenters the employ of an Employer prior to a One Year Break in Service shall be eligible again to participate on the date of his reemployment. A Participant who ceases to be an

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Employee and who subsequently reenters the employ of an Employer after a One Year Break in Service shall be required to complete one Year of Service before becoming eligible again to participate in the Plan, but upon completion of such Year of Service the Participant shall be treated as participating from the date of his reemployment.

ARTICLE VI

Contributions to the Trust

6.1 Employer Contribution. Each Employer may make a contribution to the Trust for each Plan Year. The amount, if any, contributed by an Employer shall be determined by its Board of Directors.

6.2 Form and Timing of Contributions. Payments on account of the contributions due from an Employer for any Plan Year shall be made in cash and/or Employer Securities. Such payments may be made by a contributing Employer at any time, but payment of the contribution for any Plan Year shall be completed on or before the time prescribed by law, including extensions thereof, for filing such Employer’s federal income tax return for its taxable year with which or within which such Plan Year ends.

6.3 Participant Contributions Not Permitted. The Plan Administrator shall not accept any Participant contributions.

6.4 No Duty to Inquire. The Trustee shall have no right or duty to inquire into the amount of any contribution made by an Employer or the method used in determining the amount of any such contribution, or to collect the same, but the Trustee shall be accountable only for funds actually received by it.

6.5 Omission of Eligible Employee. If, in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by his Employer for the Plan Year has been made, the Employer shall make a subsequent contribution with respect to the omitted Employee based on the same factors used in the allocation to other Participants for such Plan Year. Such contribution shall be made regardless of whether or not it is deductible in whole or in part in any taxable year under applicable provisions of the Code.

6.6 Inclusion of Ineligible Employee. If, in any Plan Year, any Employee who should not have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the Plan Year has been made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person regardless of whether or not a deduction is allowable with respect to such contribution. In such event, the amount contributed with respect to the ineligible person shall constitute a Forfeiture for the Plan Year in which the discovery is made.

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ARTICLE VII

Participants’ Accounts and Allocation of Contributions

7.1 Common Fund. Except as otherwise provided in this Plan or the Trust, the assets of the Trust (or, to the extent provided in Article XII, the assets of the Investment Fund) shall constitute a common fund in which each Participant (or each Participant whose Account has been invested in such Fund) shall have an undivided interest.

7.2 Establishment of Accounts. The Plan Administrator shall establish and maintain with respect to each Participant two accounts, designated as a Company Stock Account and an Other Investments Account, that shall reflect the Participant’s interest in the Trust Fund. The Administrator shall also establish and maintain separate Forfeiture Suspense Accounts to which shall be credited the Forfeitable Interest of each Participant who has incurred a One Year Break in Service.

7.3 Interest of Participant. The interest of a Participant in the Trust Fund shall be the combined balances remaining from time to time in his Company Stock Account and his Other Investments Account after making the adjustments required in section 7.4.

7.4 Adjustments to Accounts. Subject to the provisions of section 7.7, the Company Stock Account and the Other Investments Account of a Participant shall be adjusted from time to time as follows:

(a) As of each Valuation Date, a Participant’s Company Stock Account shall be credited with any stock dividends for the Valuation Period ending with such current Valuation Date that are received on Employer Securities allocated to his Company Stock Account.

(b) As of each Valuation Date, the Administrator shall credit any stock dividends for the Valuation Period ending with such date that are received on Employer Securities allocated to suspense accounts maintained as of such date to such suspense accounts.

(c) As of each Valuation Date, the Other Investments Account of each Participant credited with a portion of the Investment Fund shall be credited or charged, as the case may be, with a share of the earnings of the Trust Fund attributable to the Investment Fund for the Valuation Period ending with such current Valuation Date.

(1) The earnings attributable to the Investment Fund (excluding earnings attributable to the Forfeiture Suspense Accounts and Section 415 Suspense Accounts) and the share of such earnings attributable to a Participant’s Other Investments Account shall be determined as follows:

(A) The earnings attributable to the Investment Fund for any Valuation Period shall consist of

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(i) the aggregate of the unrealized appreciation or depreciation accruing to the portion of the Trust Fund attributable to the Investment Fund during such period; and

(ii) that portion of the income earned or the loss sustained by the portion of the Trust Fund attributable to the Investment Fund during such period (whether from investments or from the sale or exchange of assets).

(B) Earnings attributable to the Investment Fund for any Valuation Period shall be allocated to each Participant who has an Other Investments Account (excluding Forfeiture Suspense Accounts) as of the preceding Valuation Date. The Other Investments Account of each eligible Participant (or, in the case of a Participant who has died, each eligible beneficiary) shall be credited with an amount that shall bear the same ratio to the earnings attributable to the Investment Fund as the average monthly balance in such Participant’s Other Investments Account during the Valuation Period ending with the current Valuation Date bears to the sum of the average monthly balances in the Other Investments Accounts during the Valuation Period ending with the current Valuation Date of all Participants who are entitled to share in such earnings. For purposes of this section 7.4(c)(1)(B), each Participant’s average monthly balance in his Other Investments Account shall be equal to the portion of the Investment Fund credited to his Other Investments Account at the commencement of each calendar month. For purposes of the preceding sentence, any distribution or transfer of assets (including any payments made with the assets of such Account for the purchase of Employer Securities) from the Investment Fund during a Valuation Period which is otherwise charged against a Participant’s Other Investments Account as of the Valuation Date at the close of such Valuation Period shall be recognized as of the actual date of distribution or transfer. Notwithstanding the foregoing, in the Plan Year in which a Participant receives a distribution of one hundred percent (100%) of his Account, such Participant’s Other Investments Account shall not be credited with any earnings or losses for any portion of such Plan Year.

(2) The Administrator shall allocate any earnings (other than stock dividends described in section 7.4(b)) attributable to Forfeiture Suspense Accounts and Section 415 Suspense Accounts maintained as of the Valuation Date at the close of the Valuation Period to the Accounts of Participants as described in section 7.4(f).

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(3) The earnings attributable to Participants’ Other Investments Accounts shall not include any appreciation, depreciation, dividends, other income or loss attributable to the Plan’s investment in Employer Securities.

(d) As of each Valuation Date, the Company Stock Account of a Participant shall be credited with his allocable share of

(1) Employer Securities attributable to contributions by his Employer;

(2) Forfeitures of Employer Securities; and

(3) Employer Securities purchased, directly or indirectly, with the assets of the Participant’s Other Investments Account.

The Company Stock Account of a Participant shall be debited for any payments made with Employer Securities from such Account for the purchase, directly or indirectly, of assets other than Employer Securities.

(e) As of each Valuation Date, the Other Investments Account of a Participant shall be credited with his allocable share of

(1) Contributions by his Employer in a form other than Employer Securities (except for Employer contributions used to promptly purchase Employer Securities); and

(2) Forfeitures of assets other than Employer Securities.

The Other Investments Account of a Participant shall be debited for any payments made with the assets of such Account for the purchase, directly or indirectly, of Employer Securities, and such Account shall be credited for any cash dividends paid on Employer Securities in the Participant’s Company Stock Account to the extent that such cash dividends are not distributed to Participants pursuant to sections 7.5 or 9.2.

(f) For purposes of sections 7.4(c)(2), 7.4(d) and 7.4(e), Employer contributions, Forfeitures, and earnings attributable to Forfeiture Suspense Accounts and Section 415 Suspense Accounts described in section 7.4(c)(2) (for purposes of this section 7.4(f), such earnings shall be referred to as “additional contributions”), if any, with respect to the Plan Year shall be allocated, as of the Valuation Date, among Participants’ Company Stock Accounts and the Other Investments Accounts, as the case may be. A Participant’s share of the amount of the Employer contribution, Forfeitures, and additional contributions for the Plan Year shall be the amount that shall bear the same ratio to the total of such amounts as the Participant’s Compensation for such Plan Year bears to the aggregate Compensation for the Plan Year of all Participants for that period who are entitled to share in the Employer contribution, Forfeitures, and additional contributions for such Plan Year; provided that a Participant shall not be entitled to share in the Employer contribution, Forfeitures, and additional contributions unless:

(1) such Participant has been credited with a Year of Service as of the date preceding his Anniversary Date occurring during the Plan Year and the Participant is employed by his Employer on the last day of the Plan Year, or

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(2) such Participant has terminated his employment during the Plan Year (regardless of whether such termination is the result of retirement, death, disability or severance of employment) and the Participant has a Vested Interest in the balance of his Account as of his date of termination.

For purposes of determining each Participant’s share of the Employer contribution, Forfeitures and additional contributions for the Plan Year ending September 30, 1990, the Administrator shall allocate such amounts to each eligible Participant on the basis of such Participant’s Compensation attributable to the 1989 calendar year, if such Compensation exceeds the Compensation attributable to the Plan Year ending September 30, 1990.

Notwithstanding the preceding provisions of this section 7.4(f), for each Plan Year in which this Plan is a Top Heavy Plan, a Participant who is employed by an Employer on the last day of such Plan Year, who is a Non-Key Employee, who earns Compensation from an Employer for such Plan Year shall be entitled to share in the Employer contribution, Forfeitures, and additional contributions to the extent such allocation does not exceed at least three percent (3%) of his Section 415 Compensation regardless of whether such Plan Year constitutes a Year of Service for such Participant. However, if the Employer contributions, Forfeitures, and additional contributions allocated to each Key Employee’s Account hereunder (as well as his Employer contribution accounts under any other defined contribution plan maintained by such Employer or an Affiliate, including any elective contributions to any plan subject to Code Section 401(k)) is less than three percent (3%) of each Key Employee’s Section 415 Compensation, the sum of Employer contributions, Forfeitures, and additional contributions allocated, as a percentage of his Section 415 Compensation, to a Participant who is a Non-Key Employee pursuant to the immediately preceding sentence shall be equal to the largest percentage allocated to the accounts of any Key Employee. For purposes of satisfying the three percent (3%) minimum contribution required under this section 7.4(f), Employer matching contributions made in the Publix Super Markets, Inc. 401(k) SMART Plan shall be taken into account for purposes of calculating the minimum required contribution under the Plan. Notwithstanding the foregoing sentence, Employer matching contributions that are used to satisfy the minimum contribution requirement hereunder shall be treated as matching contributions for purposes of the actual contribution percentage test under the Publix Super Markets, Inc. 401(k) SMART Plan.

(g) As of each Valuation Date (unless otherwise provided hereinabove), each Participant’s Company Stock Account and Other Investments Account shall be charged with the amount of any distribution made to the Participant or his beneficiary from such Accounts pursuant to Article IX during the Valuation Period ending with such Valuation Date.

(h) In the event that a Participant elects to receive a diversification distribution from his Company Stock Account pursuant to Article X, the Participant’s Company Stock Account shall be charged with the amount of the Employer Securities that are distributed during the Valuation Period ending with the current Valuation Date.

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(i) (1) If a Participant incurs a One Year Break in Service, then the Forfeitable Interests of the Participant in his Accounts, determined as of the Valuation Date immediately preceding the date of his One Year Break in Service, shall be placed in Forfeiture Suspense Accounts at the end of the Plan Year coincident with or immediately following the date such One Year Break in Service occurs. If such Participant incurs five (5) consecutive One Year Breaks in Service, then upon the occurrence of such five (5) consecutive One Year Breaks in Service, the Forfeitable Interests of the Participant allocated to his Forfeiture Suspense Accounts shall be deemed to be forfeited and such Forfeitures shall be allocated, pursuant to the provisions of sections 7.4(d) and 7.4(e), at the end of the Plan Year coincident with or immediately following the date such fifth (5^th) consecutive One Year Break in Service occurs.

     (2) If a Participant whose Forfeitable Interests were placed in Forfeiture Suspense Accounts under section 7.4(i)(1) does not incur five (5) consecutive One Year Breaks in Service, then the Forfeitable Interests of the Participant held in Forfeiture Suspense Accounts pursuant to the provisions of section 7.4(i)(1) shall be reallocated to the Accounts of the Participant as of:

(A) (for any Participant whose One Year Break in Service occurred as a result of his failure to accrue more than 500 Hours of Service while continuing his employment) the Valuation Date coincident with or next following the last day of the twelve consecutive month period beginning with the Participant’s Anniversary Date during which he again accrues more than 500 Hours of Service; or

(B) (for any Participant whose One Year Break in Service occurred as a result of his severance of employment) the first day of the Plan Year in which he completes a Year of Service after a One Year Break in Service.

     (3) If a Participant is less than one hundred percent (100%) vested in his Accounts and his Forfeitable Interests have been placed in Forfeiture Suspense Accounts pursuant to section 7.4(i)(1) as a result of his One Year Break in Service, then, if the Participant continues his employment, or resumes employment with an Employer or an Affiliate before the occurrence of five (5) consecutive One Year Breaks in Service, until such time as there is a fifth (5^th) consecutive One Year Break in Service resulting in Forfeitures as described in section 7.4(i)(1) or until the reallocation of Forfeiture Suspense Accounts to a Participant’s Accounts as described in section 7.4(i)(2), the amount equal to a Participant’s Vested Interest in his Accounts (including the Forfeiture Suspense Accounts established on his behalf pursuant to section 7.4(i)(1)) at any time shall be equal to an amount (“X”) determined by the formula X = P(AB + D) - D,

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where “P” is the vested percentage of the Participant at such time, “AB” is the balance in the Participant’s Accounts (including any Forfeiture Suspense Accounts established on his behalf pursuant to section 7.4(i)(1)) at such time and “D” is the amount distributed as a severance of employment benefit. If the amount equal to the Participant’s Vested Interest, determined under the preceding sentence, exceeds the amount credited to his Accounts (without regard to the amount credited to his Forfeiture Suspense Accounts), the portion of the Participant’s Forfeiture Suspense Accounts equal to such excess amount shall be reallocated to the Accounts of the Participant as of the date such excess amount arises.

     (4) A Participant whose Forfeitable Interests are placed in a Forfeiture Suspense Account is not entitled to earnings on such Forfeitable Interests and is not entitled to any cash dividends on any Employer Securities held in the Forfeiture Suspense Account.

(j) The Plan Administrator may adopt such additional accounting procedures as are necessary to accurately reflect each Participant’s interest in the Trust Fund. All such procedures shall be applied in a consistent nondiscriminatory manner.

7.5 Payment of Dividends. Cash dividends paid with respect to units of Employer Securities that are credited to Participants’ Company Stock Accounts may be distributed to Participants or allocated to Participants’ Other Investments Accounts in accordance with the terms of section 9.2 and the Trust.

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7.6 Valuation.

(a) Except as otherwise required in the Trust, for purposes of all computations required by this Article VII, the accrual method of accounting shall be used, and the Trust Fund, each separate portion of the Trust Fund and the assets thereof shall be valued at their fair market value as of each Valuation Date.

(b) Employer Securities shall be accounted for as provided in Treasury Regulation Section 1.402(a)-1(b)(2)(ii), as amended, or any successor regulation or statute.

7.7 Limitation on Allocation of Contributions.

(a) Notwithstanding anything contained in this Plan to the contrary, the aggregate Annual Additions to a Participant’s Accounts under this Plan and under any other defined contribution plans maintained by an Employer or an Affiliate for any Limitation Year shall not exceed the lesser of (1) $40,000 (as adjusted from time to time under applicable law) or (2) one hundred percent (100%) of the Participant’s Section 415 Compensation for such Limitation Year.

(b) In the event that the Annual Additions, under the normal administration of the Plan, would otherwise exceed the limits set forth above for any Participant, or in the event that any Participant participates in more than one defined contribution plan maintained by any Employer or any Affiliate and the aggregate Annual Additions to such plans, under the normal administration of such plans, would otherwise exceed the limits provided by law, then the Plan Administrator shall take such actions, applied in a uniform and nondiscriminatory manner, as will keep the Annual Additions for such Participant from exceeding the applicable limits provided by law. Excess Annual Additions shall be disposed of as provided in section 7.7(c). Adjustments shall be made to the Publix Super Markets, Inc. 401(k) SMART Plan, if necessary to comply with such limits, before any adjustments may be made to this Plan. Adjustments shall then be made to this Plan, if necessary to comply with such limits, before any adjustments may be made to any other plan maintained by any Employer or any Affiliate.

(c) For Limitation Years beginning before January 1, 2008, if as a result of the allocation of Forfeitures, a reasonable error in estimating a Participant’s Section 415 Compensation, a reasonable error in determining the amount of elective deferrals that may be made to the Publix Super Markets, Inc. 401(k) SMART Plan, or other circumstances permitted under Section 415 of the Code, the Annual Additions attributable to Employer contributions for a particular Participant (including savings and matching contributions to the Publix Super Markets, Inc. 401(k) SMART Plan) would cause the limitations set forth in this section 7.7 to be exceeded, the excess amount shall be held unallocated in the Section 415 Suspense Account for the Plan Year and reallocated among the Participants as of the end of the next Plan Year to all of the Participants in the Plan in the same manner as an Employer contribution under the terms of sections 7.4(d) and 7.4(e) before any further Employer contributions are allocated to

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the Accounts of the Participants, and such allocations shall be treated as Annual Additions to the Accounts of the Participants. In the event that the limits on Annual Additions for any Participant would be exceeded before all of the amounts in the Section 415 Suspense Account are allocated among the Participants, then such excess amounts shall be retained in the Section 415 Suspense Account to be reallocated as of the end of the next Plan Year and any succeeding Plan Years until all amounts in the Section 415 Suspense Account are exhausted. The Section 415 Suspense Account shall not be credited or charged with a share of the earnings for each Valuation Period during which it is in existence. For Limitation Years beginning on or after January 1, 2008, Annual Additions that would cause the limitations set forth in this section 7.7 to be exceeded shall be corrected as permitted under the Employee Plans Compliance Resolution System maintained by the Internal Revenue Service.

ARTICLE VIII

Benefits Under the Plan

8.1 Retirement Benefit.

(a) A Participant shall be entitled to retire from the employ of his Employer, regardless of whether the Participant has incurred a One Year Break in Service on such date, upon such Participant’s Normal Retirement Date. Except as otherwise provided in section 9.1(b)(2), until a Participant actually retires from the employ of his Employer, no retirement benefits shall be payable to him, and he shall continue to be treated in all respects as a Participant.

(b) Upon the retirement of a Participant as provided in section 8.1(a) and subject to adjustment as provided in section 9.4, such Participant shall be entitled to a retirement benefit in an amount equal to one hundred percent (100%) of the balance in his Accounts as of the Valuation Date immediately preceding or concurring with the date of his retirement, increased by the amount of contributions, if any, made by his Employer to, and decreased by any distributions made to the Participant from, the Participant’s Accounts subsequent to such Valuation Date.

8.2 Disability Benefit.

(a) In the event that a Participant’s employment with his Employer is terminated by reason of his total and permanent disability and subject to adjustment as provided in section 9.4, such Participant shall be entitled to a disability benefit in an amount equal to one hundred percent (100%) of the balance in his Accounts as of the Valuation Date immediately preceding or concurring with the date of the termination of his employment, increased by the amount of contributions, if any, made by his Employer to, and decreased by any distributions made to the Participant from, the Participant’s Accounts subsequent to such Valuation Date. Notwithstanding the foregoing provisions of this paragraph (a), in the event that a Participant’s employment with his Employer is

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terminated by reason of his total and permanent disability, he shall not become fully (100%) vested in his Accounts by virtue of such disability if, on the date of such termination:

(1) the Participant had incurred a One Year Break in Service during the computation period ending on the most recent Anniversary Date prior to such termination, or

(2) the Participant had reentered the employ of an Employer but had not yet become eligible to resume participation in the Plan under section 5.3 at the time of his termination.

(b) Total and permanent disability shall mean the total incapacity of a Participant to perform the usual duties of his employment with his Employer and will be deemed to have occurred only when certified by a Doctor of Medicine who is licensed to practice medicine in the State in which the Participant was employed by his Employer and who is acceptable to the Plan Administrator, and only if such proof is received by the Administrator within one hundred eighty (180) days after the date of the termination of such Participant’s employment.

8.3 Severance of Employment Benefit.

(a) In the event a Participant’s employment with his Employer is terminated for reasons other than retirement, total and permanent disability or death, and subject to adjustment as provided in section 9.4, such Participant shall be entitled to a severance of employment benefit in an amount equal to his Vested Interest in the balance in his Accounts as of the Valuation Date immediately preceding or concurring with the date of the termination of his employment, increased by his Vested Interest in the amount of contributions, if any, made by his Employer to, and decreased by any distributions made to the Participant from, the Participant’s Accounts subsequent to such Valuation Date.

(b) (1) (A) For a Participant who is not eligible to have his Vested Interest determined under the three (3) year vesting schedule set forth below in subsection (B), the Vested Interest in the Accounts of the Participant shall be a percentage of the balance of such Accounts as of the applicable Valuation Date, based upon such Participant’s Years of Service as of the date of the termination of his employment, as follows:

TOTAL NUMBER OF YEARS OF SERVICE	VESTED INTEREST
Less than 5 Years of Service	0%
5 years or more	100%

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(B) For a Participant who (i) receives an allocation of Employer contributions, Forfeitures and additional contributions for any Plan Year beginning after December 31, 2006, (ii) is an Employee of an Employer on December 31, 2007, had completed two (2) Years of Service and at least 1,000 Hours of Service during the Plan Year ended on December 31, 2007, (iii) is an Employee of an Employer on, and has completed at least three (3) Years of Service as of, December 31, 2007, if such Participant has not incurred a One Year Break in Service or is eligible to resume participation in the Plan under section 5.3, (iv) terminated from employment as an Employee of an Employer during the Plan Year ended December 31, 2007, after completing at least two (2) Years of Service and at least 1,000 Hours of Service in such Plan Year and terminated on a date when the Participant either had not incurred a One Year Break in Service or was eligible to resume participation in the Plan under section 5.3, or (v) terminated from employment as an Employee of an Employer during the Plan Year ended December 31, 2007, after completing at least three (3) Years of Service and more than 500 Hours of Service in such Plan Year and terminated on a date when the Participant either had not incurred a One Year Break in Service or was eligible to resume participation in the Plan under section 5.3, the Vested Interest in the Accounts of the Participant shall be a percentage of the balance of such Accounts as of the applicable Valuation Date, based upon such Participant’s Years of Service as of the date of the termination of his employment, as follows:

TOTAL NUMBER OF YEARS OF SERVICE	VESTED INTEREST
Less than 3 Years of Service	0%
3 years or more	100%

(2) Notwithstanding the provisions of section 8.3(b)(1), for any Plan Year in which this Plan is a Top Heavy Plan, a Participant’s Vested Interest in his Accounts shall be a percentage of the balance of such Accounts as of the applicable Valuation Date, based upon such Participant’s Years of Service as of the date of the termination of his employment, as follows:

TOTAL NUMBER OF YEARS OF SERVICE	VESTED INTEREST
Less than 2 Years of Service	0%
2 years, but less than 3 years	20%
3 years, but less than 4 years	40%
4 years, but less than 5 years	60%
5 years, but less than 6 years	80%
6 years or more	100%

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(3) If at any time this Plan ceases to be a Top Heavy Plan after being a Top Heavy Plan for one or more Plan Years, the change from being a Top Heavy Plan shall be treated as if it were an amendment to the Plan’s vesting schedule for purposes of sections 14.1(c) and (e).

(4) Notwithstanding the foregoing, a Participant shall be one hundred percent (100%) vested in his Accounts upon attaining his Normal Retirement Date.

(5) Notwithstanding the foregoing, a Participant who was an Employee of the Company on December 31, 2005, and who became an employee of Publix Employees Federal Credit Union as of January 1, 2006, shall be one hundred percent (100%) vested in his Accounts as of January 1, 2006.

(c) Notwithstanding any other provision of this section 8.3 to the contrary, if a Participant is reemployed by an Employer or an Affiliate before a total distribution of his benefit occurs, the Participant shall not be entitled to any severance of employment benefits (or, in the case of installment distributions that have already commenced, any further severance of employment benefits) as a result of his prior termination of employment; provided, however, that nothing contained herein shall require or permit the Participant to return or otherwise have restored to his Accounts any Employer Securities or other funds distributed to him prior to his reemployment.

8.4 Death Benefit.

(a) In the event that a Participant’s employment with his Employer is terminated by reason of his death and subject to adjustment as provided in section 9.4, his beneficiary shall be entitled to a death benefit in an amount equal to one hundred percent (100%) of the balance in his Accounts as of the Valuation Date immediately preceding or concurring with the date of his death, increased by the amount of contributions, if any, made by his Employer to, and decreased by any distributions made to the Participant from, the Participant’s Accounts subsequent to such Valuation Date. In the event that a Participant dies after the termination of his employment, his beneficiary shall be entitled to a death benefit equal to the amount provided under section 8.1, 8.2 or 8.3, as the case may be, provided that any such death benefit shall be in lieu of the payment of any further benefit under this Article. Notwithstanding the foregoing provisions of this

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paragraph (a), in the event that a Participant’s employment with his Employer is terminated by reason of his death, he shall not become fully (100%) vested in his Accounts as a result of such death if, on the date of such termination:

(1) the Participant had incurred a One Year Break in Service during the computation period ending on the most recent Anniversary Date prior to such termination, or

(2) the Participant had reentered the employ of an Employer but had not yet become eligible to resume participation in the Plan under section 5.3 at the time of his termination.

(b) Subject to the provisions of section 8.4(c), at any time and from time to time, each Participant shall have the unrestricted right to designate a beneficiary to receive his death benefit and to revoke any such designation. Each designation or revocation shall be evidenced by written instrument signed by the Participant and filed with the Plan Administrator. If the Participant designates two or more beneficiaries, but fails to specify the portion that each beneficiary is to receive, they shall share equally. In the event that a Participant has designated two or more beneficiaries, and one or more (but less than all) of such beneficiaries predecease the Participant, then, absent a specific designation by the Participant to the contrary, the surviving designated beneficiary or beneficiaries shall split the deceased beneficiary’s or beneficiaries’ share on a pro-rata basis (based upon the percentages designated by the Participant). In the event that a Participant has not designated a beneficiary or beneficiaries, or if for any reason such designation shall be legally ineffective, or if such beneficiary or all such beneficiaries shall predecease the Participant, then the Participant’s surviving Eligible Spouse, and if none, then the estate of such Participant shall be deemed to be the beneficiary designated to receive such death benefit, or if no personal representative is appointed for the estate of such Participant or no court order authorizes a distribution pursuant to applicable state law, then his next of kin under the statute of descent and distribution of the state in which the Participant was domiciled at the time of his death shall be deemed to be the beneficiary or beneficiaries to receive such death benefit.

(c) Notwithstanding the foregoing, if the Participant is married for not less than one year as of the date of his death, the Participant’s surviving Eligible Spouse shall be deemed to be his designated beneficiary and shall receive the full amount of the death benefit attributable to the Participant unless the Eligible Spouse consents or has consented to the Participant’s designation of another beneficiary. Any such consent to the designation of another beneficiary must acknowledge the effect of the consent, must be witnessed by a Plan representative or by a notary public and shall be effective only with respect to that Eligible Spouse. An Eligible Spouse’s consent shall be a restricted consent (which may not be changed as to the beneficiary unless the Eligible Spouse consents to such change in the manner described herein). Notwithstanding the preceding provisions of this section

8.4(c), a Participant shall not be required to obtain spousal consent to his designation of another beneficiary if the Participant is legally separated or the Participant has been abandoned, and the Participant provides the Plan Administrator with a court order to such effect.

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ARTICLE IX

Payment of Benefits, Put Option and Right of First Refusal

9.1 Time for Distribution of Benefits.

(a) Except as otherwise provided under this Article IX, the amount of the benefit to which a Participant is entitled under section 8.1, 8.2, 8.3, or 8.4 shall be paid to him or, in the case of a death benefit, shall be paid to the Participant’s beneficiary or beneficiaries, beginning as soon as practicable following the Participant’s retirement, disability, severance of employment or death, as the case may be.

(b) Unless the Participant elects otherwise, any distribution paid to a Participant (or, in the case of a death benefit, to his beneficiary or beneficiaries) pursuant to section 9.1(a) shall commence not later than the earlier of:

(1) the 60th day after the last day of the Plan Year in which the Participant’s employment is terminated or, if later, in which occurs the Participant’s Normal Retirement Date, subject, in either case, to the provisions of section 9.1(c); or

(2) April 1 of the year immediately following the calendar year in which the Participant reaches age 70 ¹/2 or retires, whichever is later; provided, however, that:

(A) a Participant who attains age 70 ¹/2 prior to January 1, 1999, shall receive his benefits in accordance with the minimum distribution requirements under Section 401(a)(9) of the Code as in effect immediately prior to January 1, 1997, unless he elects in writing to cease receiving such benefits and instead elects to defer commencement of such benefits until his actual retirement;

(B) a Participant who attains age 70 ¹/2 on or after January 1, 1999, may elect to begin receiving his benefits in accordance with the minimum distribution requirements under Section 401(a)(9) of the Code as in effect prior to January 1, 1997; and

(C) a Participant who is a five percent (5%) owner (as defined in Section 416 of the Code) shall begin receiving payment of his retirement benefit no later than April 1 after the end of the calendar year in which he attains age 70 ¹/2 even if he has not actually retired from the employ of his Employer at the time, and the elections described in section 9.1(b)(2)(A) and (B) shall not apply to such Participant.

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(c) Notwithstanding the foregoing, no distribution shall be made of the benefit to which a Participant is entitled under section 8.1, 8.2, or 8.3 prior to the Participant’s 62^nd birthday unless the value of his benefit does not exceed $1,000 or unless the Participant consents to the distribution. The Plan Administrator shall provide each Participant entitled to a distribution of more than $1,000 with a written notice of his rights, which shall include an explanation of the alternative dates for distribution of benefits and the optional forms of benefit available to the Participant. The Participant may elect to exercise such rights, no less than thirty (30) days and no more than one hundred eighty (180) days before the first date upon which distribution of the Participant’s Vested Interest in the Accounts may be made; provided, however, that such distribution may commence less than thirty (30) days after the provision of the notice if the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and if the Participant, after receiving the notice, affirmatively elects a distribution. In the event that a Participant does not consent to a distribution of a benefit in excess of $1,000 to which he is entitled under section 8.1, 8.2, or 8.3, the amount of his benefit shall commence to be paid to the Participant not later than sixty (60) days after the last day of the Plan Year in which the Participant reaches his 62^nd birthday.

(d) Notwithstanding the other provisions of this Plan, in the event that an alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code, should die before receiving the entire balance under the Accounts established for such alternate payee, then the balance in his Accounts as of the Valuation Date immediately preceding or concurring with the date of his death, decreased by any distributions made to the alternate payee from his Accounts subsequent to such Valuation Date, shall be distributed to the beneficiary or beneficiaries of the alternate payee (as determined in accordance with the provisions of section 8.4) as soon as practicable following the death of the alternate payee, unless and to the extent that the Qualified Domestic Relations Order provides otherwise.

9.2 Manner of Payment.

(a) The amount of any benefit to which a Participant (or a beneficiary of a Participant) is entitled under Article VIII hereof shall be paid to him in the form of a lump sum.

(b) In the event of the death of the Participant before distribution to the Participant has been made or commenced and the death benefit exceeds $5,000, payment of the benefit shall be made:

(1) in the case where the designated beneficiary is the Participant’s surviving spouse, at the time the Participant would have reached age 70 ¹/2; and

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(2) in any other case, approximately five years from the date of the Participant’s death, but in no event later than December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

Notwithstanding the foregoing, any beneficiary whose benefits are subject to this paragraph (b) may make an irrevocable election to receive the death benefit at any time before the date of distribution described above.

(c) In the event of the death of the Participant after distribution to the Participant has commenced, payment of the remaining amount of the Participant’s Account shall be made in a single lump sum payment as soon as administratively practicable following the death of the Participant.

(d) A Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have all or any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. In the event that a Distributee elects to have only a portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan, the portion must not be less than $500 (as adjusted from time to time under applicable law).

(e) Notwithstanding the foregoing, benefit payments shall satisfy the incidental death benefit requirements and all other applicable provisions of Section 401(a)(9)(G) of the Code, the regulations issued thereunder (including Regulation Section 1.401(a)(9)-5(d)), and such other rules thereunder as may be prescribed by the Commissioner.

(f) In the event that distribution to the Participant commences under section 9.1(b)(2), the minimum amount that will be distributed for each distribution calendar year during the Participant’s lifetime is the lesser of:

(1) the quotient obtained by dividing the amount of the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(2) if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s surviving spouse, the quotient obtained by dividing the amount of the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

Required minimum distributions will be determined under this section 9.2(f) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

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(g) For purposes of section 9.2(f), the following definitions shall apply:

(1) “Designated beneficiary” shall refer to the individual who is designated as the beneficiary under section 8.4 and is the designated beneficiary in accordance with Section 401(a)(9) of the Code and the applicable Treasury regulations issued with respect thereto.

(2) “Distribution calendar year” shall refer to a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(3) “Participant’s Account balance” shall refer to the Account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (the “valuation calendar year”), adjusted as follows: (i) the Account balance is increased by the amount of any contributions made and allocated or Forfeitures allocated to the Account balance as of dates in the valuation calendar year after the Valuation Date; and (ii) the Account balance is decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(4) “Required beginning date” shall refer to the date specified in section 9.1(b)(2).

9.3 Form of Payment. The amount of any benefit to which a Participant is entitled under Article VIII hereof shall be paid to him, to the extent possible, in units of Employer Securities. Accordingly, any balance in the Participant’s Other Investments Account shall be converted into shares of Employer Securities at its Fair Market Value on the date of the conversion.

9.4 Periodic Adjustments. To the extent the balance of a Participant’s Accounts has not been distributed and remains in the Plan, and notwithstanding anything contained in the Plan to the contrary, the value of such remaining balance shall be subject to adjustment from time to time pursuant to the provisions of Article VII.

9.5 Distribution Elections Before January 1, 1984. To the extent permitted by the Code and other applicable law, the provisions of Article VIII and this Article IX shall not apply

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to the distribution of any portion of the balance of a Participant’s Accounts that is subject to a designation made by a Participant prior to January 1, 1984, if such designation was accepted by the Administrator, and met the requirements of applicable law on December 31, 1983.

9.6 Put Options.

(a) The provisions of this section 9.6 relate to all Employer Securities held as assets of the Trust. Except to the extent hereinafter provided in this section 9.6, except as provided in section 9.7, or except as otherwise required by applicable law, no such Employer Securities may be subject to a put, call or other option, or buy-sell or similar arrangement while held by and when distributed from the Plan.

(b) If any such Employer Securities, when distributed to or for the benefit of a Participant, are not then listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (the “1934 Act”) or are not then quoted on a system sponsored by a national securities association registered under Section 15A(b) of the 1934 Act, or, if so listed or quoted, are then subject to a trading limitation (a restriction under any federal or state securities law, any regulation thereunder or any permissible agreement affecting such Employer Securities, that makes such Employer Securities not as freely tradable as Employer Securities not subject to such restriction), then the Participant, the Participant’s beneficiary or beneficiaries, the persons to whom such shares are transferred by gift from the Participant, or any person to whom such Employer Securities pass by reason of the death of the Participant or a beneficiary of the Participant, as the case may be, shall be granted an option to put any of the units of such Employer Securities to the Company. The put option shall provide that, for a period of fifteen (15) months after such shares are distributed, the Participant, the Participant’s beneficiary or beneficiaries, the persons to whom such shares are transferred by gift from the Participant, or any person to whom such Employer Securities pass by reason of the death of the Participant or a beneficiary of the Participant, as the case may be, shall have the right to have the Company purchase such units at their Fair Market Value on the date the put option is exercised. Any such put option shall be exercised by the holder notifying the Company in writing that the put option is being exercised; the date of exercise shall be the date the Company receives such written notice (which, if received prior to the date of distribution, shall not be deemed to be received until such time as the date the stock is distributed to the person entitled to the shares). Payment of the purchase price shall be made by the Company, at the election of the Company, either in cash within thirty (30) days after the date of exercise or by an installment purchase. Any installment purchase must provide for adequate security, a reasonable interest rate and a payment schedule providing for cumulative payments at any time not less than the payments that would be made if made in substantially equal annual installments beginning within thirty (30) days and ending not more than five (5) years (which may be extended to a date no later than the earlier of ten (10) years after the date of exercise) after the date the put option is exercised.

(c) The following special rules shall apply to any put option granted with respect to any such Employer Securities:

(1) At the time that any such put option is exercised, the Plan shall have an option to assume the rights and obligations of the Company under the put option.

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(2) If federal or state law will be violated by the Company honoring the put option provided in this section 9.6, the holder of any such put option shall have the right to put such Employer Securities to a third party that has substantial net worth at the time the loan is made and whose net worth is reasonably expected to remain substantial, the identity of such third party to be selected by the Plan Administrator.

(3) If any such Employer Securities are publicly traded without restriction when distributed, but cease to be so traded within fifteen (15) months after distribution, the Company shall notify each holder of such Employer Securities, in writing, on or before the tenth (10^th) day after the date such Employer Securities cease to be so traded, that for the remainder of the fifteen (15) month period, such Employer Securities are subject to a put option. Such notice shall also inform the holder of the terms of such put option (which terms shall be consistent with the provisions of this section 9.6). If such notice is given after the tenth (10^th) day after the date such Employer Securities cease to be so traded, the duration of the put option shall be extended by the number of days between such tenth (10^th) day and the date on which notice is actually given.

(4) The period during which a put option is exercisable shall not include any time when a distributee is unable to exercise it because the party bound by the put option is prohibited from honoring it by applicable federal or state law.

(d) Except as otherwise permitted by law, the provisions of this section 9.6 are not terminable for any reason, including as a result of the cessation of the Plan as an employee stock ownership plan.

(e) Notwithstanding the foregoing, to the extent a Participant receives a distribution under the Plan that consists of a fractional share of Employer Securities, the recipient of such distribution shall be deemed to have exercised the put option with respect to such fractional share at its Fair Market Value on the date the Participant is entitled to such distribution.

9.7 Right of First Refusal. The Company or, if the Company does not exercise such right, the Plan, shall have a right of first refusal with respect to any Employer Securities constituting stock or another equity security or a debt security convertible into stock or another equity security that are distributed for the benefit of a Participant or his beneficiary or beneficiaries under this Plan. Such right of first refusal shall be subject to the following terms and conditions:

(a) At the time the right of first refusal may be exercised, the Employer Securities subject thereto must not then be listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (the “1934 Act”) or must not then be quoted on a system sponsored by a national securities association registered under Section 15A(b) of the 1934 Act.

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(b) If at any time the person owning or otherwise having the right to sell such Employer Securities subject to the right of first refusal (whether or not such person received such securities from the Trust or as a result of a gift, a pledge or otherwise) desires to sell such securities, or any portion thereof, such person shall provide notice in writing to the Company and to the Trustee (on behalf of the Plan), with such notice to include the name and address of the person to whom it is proposed that the securities be sold and of the person proposing to make the sale, the proposed purchase price therefor and the proposed terms of payment. The Company and/or the Trustee shall have fourteen (14) days from the giving of such notice within which to give notice in writing to the person proposing to make the sale of the desire to exercise the right of first refusal. If both the Company and the Trustee (on behalf of the Plan) exercise such right of first refusal, the Company shall have the first right to make the purchase.

(c) If the Company or the Trustee exercises the right of first refusal, the purchase of the shares shall take place as soon thereafter as is practicable at the offices of the purchaser. The purchase price and other terms of the purchase shall not be less favorable to the seller than the greater of the Fair Market Value of the securities in question or the purchase price and other terms offered by the proposed purchaser (other than the Company or the Plan), making a good faith offer to purchase the security.

9.8 Distribution for Minors. Notwithstanding the foregoing, no distribution shall be made of the benefit to which a Participant or beneficiary is entitled if the Plan Administrator has actual knowledge that such Participant or beneficiary is legally incompetent, by age or otherwise, to receive such benefit, until either:

(a) a legal guardian has been appointed to receive and account for such benefit to and on behalf of the Participant or beneficiary, or

(b) another person is legally entitled to receive such benefit on behalf of the Participant or beneficiary and payment to such person will discharge the Plan’s obligation to the Participant or beneficiary.

Notwithstanding the foregoing, if the law of the applicable state permits distribution to a natural guardian of the child, then the Plan Administrator is authorized to make the distribution to a natural guardian where applicable (e.g., Florida Statute Section 744.301). A payment made on behalf of a minor beneficiary pursuant to the provisions of this section 9.8 shall fully discharge the Trustee, the Employer, and the Plan from further liability on account thereof.

9.9 Location of Participant or Beneficiary Unknown. In the event that all, or any portion, of the distribution payable to a Participant or his beneficiary hereunder shall, at the

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expiration of two (2) years after it shall become payable, remain unpaid solely by reason of the inability of the Administrator to ascertain the whereabouts of such Participant or his beneficiary despite the reasonable effort of the Administrator to locate such Participant or his beneficiary, the amount so distributable shall be treated as a Forfeiture pursuant to the Plan. In the event that a Participant or beneficiary are located subsequent to the reallocation of the amount of the Forfeiture, the amount forfeited (without earnings or other adjustment) shall be immediately restored to the Accounts of the Participant or beneficiary, such restoration to be made from Forfeitures and, if necessary, by contributions of his Employer. Restoration under this section 9.9 shall constitute the first use of Forfeitures in a year, and the Forfeitures available for allocation under section 7.4(f) shall be reduced accordingly.

9.10 Qualified Domestic Relations Order. An alternate payee who is entitled to benefits pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code shall be entitled to receive payment of such benefits at the time specified in such order, whether or not the Participant has attained his earliest retirement age (within the meaning of Section 414(p)(4)(B) of the Code). Payment shall be made pursuant to such an order, to the extent provided therein, as soon as practicable after the Plan Administrator has determined the order to be a Qualified Domestic Relations Order.

ARTICLE X

Diversification Distributions

10.1 Diversification Distributions. Any Participant who has attained the age of fifty-five (55) years and has completed ten (10) years of participation in the Plan, shall have the right to direct the Trustee to distribute a portion of his Company Stock Account before his retirement, death, total and permanent disability, or severance of employment as a diversification distribution. Employer Securities distributed pursuant to this Article X shall be subject to the provisions of sections 9.6 and 9.7.

(a) Such a Participant may elect, within ninety (90) days after the close of the first Plan Year in the Diversification Election Period, to receive a distribution of shares of Employer Securities in an amount not exceeding twenty-five percent (25%) of the portion of the balance of his Company Stock Account attributable to Employer Securities, determined as of the last day of such Plan Year.

(b) Within ninety (90) days after the close of the second, third, fourth and fifth Plan Years in the Diversification Election Period, such a Participant may elect to receive a distribution of shares of Employer Securities in an amount equal to the difference between

(1) twenty-five percent (25%) of the portion of the balance of his Company Stock Account attributable to Employer Securities, determined as of the last day of such Plan Year, and

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(2) the amount with respect to which a diversification distribution was previously elected.

(c) In the final Plan Year of the Diversification Election Period, the Participant may elect to receive a distribution of shares of Employer Securities in an amount equal to the difference between

(1) fifty percent (50%) of the portion of the balance of his Company Stock Account attributable to Employer Securities, determined as of the last day of such Plan Year, and

(2) the amount with respect to which a diversification distribution was previously elected.

10.2 Election. An eligible Participant’s diversification election shall be made in writing on such forms as may be approved by the Plan Administrator, with the Participant designating the percentage or number of shares to be distributed from his Company Stock Account that is available for distribution as described in section 10.1.

10.3 Timing of Distribution. If any Participant elects to receive a diversification distribution in any year in the Diversification Election Period, the Trustee shall distribute Employer Securities that are allocated to the Company Stock Account of the Participant with a value equal to the amount to be distributed no later than ninety (90) days after the close of the diversification election period during which the Participant’s election is made.

10.4 Minimum Distribution. Notwithstanding any other provision of this Article X, no diversification distribution shall be made to any Participant unless the value of the Employer Securities allocated to the Participant’s Company Stock Account, exceeds $500 as of the Valuation Date immediately preceding the first day on which the Participant may elect a diversification distribution.

10.5 Prior Rule. Prior to January 1, 2000, this Article X of the Plan applied only to Employer Securities acquired by, or contributed to, the Plan after December 31, 1986.

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ARTICLE XI

Hardship Withdrawals

11.1 Hardship Withdrawals In General. If a Participant who is an active Employee incurs a Hardship, such Participant may apply to the Administrator for the withdrawal of a portion of his Vested Interest in his Accounts not in excess of the amount of such Hardship. The Administrator shall determine whether an immediate and heavy financial need exists and the amount necessary to meet the need or the lesser amount, if any, to be distributed to such Participant, in a uniform and nondiscriminatory manner. If the Administrator approves a Hardship withdrawal, it shall direct the Trustee to distribute such amount to such Participant from his Accounts.

11.2 Immediate and Heavy Financial Need. An immediate and heavy financial need shall be deemed to include

(a) expenses of uninsured medical care that are not elective cosmetic in nature incurred by the Participant or his spouse or children or necessary for such persons to obtain such uninsured medical care,

(b) once per Plan Year and once per purchase, payments (other than mortgage payments) up to a maximum of $10,000 directly related to the costs due at closing for the purchase of a Participant’s primary residence,

(c) payment of tuition, related educational fees and related on-campus room and board expenses for up to the next twelve (12) months of post-secondary education for the Participant or his spouse or children,

(d) once per Plan Year, payments necessary to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage of such residence, or

(e) expenses associated with the funeral of a Participant’s spouse, child, parent (or parent-in-law), grandparent (or grandparent-in-law), or any other family member who resides in the Participant’s household preceding such person’s death.

When Employees are affected by a significant natural disaster, also known as an Act of God, the Administrator may temporarily expand the provisions of this section 11.2 to allow Participants, who are active Employees and who are directly affected by the natural disaster to request Hardship withdrawals from their Vested Interests in their Accounts for the expenses to repair damages to their primary residences located in an area designated by the President of the United States as a federal disaster area (the “area”) and/or to their personal vehicles that were damaged while in the area, in each case to the extent that such damage is not covered by individual insurance policies, and for which the Participant is not otherwise compensated or reimbursed for the expenses arising from such damage. The definition of “significant natural disaster” shall be determined at the discretion of the Administrator based on factors including, but not limited to, the impact of the disaster to participating Employers’ operations and Employees and the severity of the disaster.

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11.3 Availability. The Administrator shall determine whether a distribution is necessary to satisfy an immediate and heavy financial need on the basis of all relevant facts and circumstances. A distribution will not be treated as necessary to satisfy an immediate and heavy financial need of a Participant to the extent the amount of the distribution is in excess of the amount required to relieve the financial need or to the extent such need may be satisfied from other resources that are reasonably available to the Participant. A distribution generally may be treated as necessary to satisfy a financial need if the Administrator reasonably relies upon the Participant’s representation that the need cannot be relieved

(a) through reimbursement or compensation by insurance or otherwise; or

(b) by reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need.

In determining whether a distribution is necessary to satisfy a financial need, the Participant’s resources shall be deemed to include those assets of his spouse that are reasonably available to the Participant.

11.4 Minimum Distributions. The minimum amount of any hardship distribution shall be $100 (rounded up to the nearest whole number of shares of Employer Securities being withdrawn).

11.5 Form and Timing of Distribution. Hardship withdrawals permitted pursuant to this Article XI shall be:

(a) converted to and payable in units of Employer Securities, rounded up to the nearest whole number of shares, to which such Participant’s requested Hardship withdrawal converts, and no fractional shares shall be issued. Such distribution shall be made first by converting the electing Participant’s Other Investments Account, up to the entire amount of his Hardship request, to Employer Securities at its Fair Market Value on the date of the conversion as provided in this section, and then from his Company Stock Account; and

(b) distributed as soon as practicable following the processing of a Participant’s request for distribution; provided, however, that no Hardship withdrawals will be made during the period during which the Trustee is awaiting a new valuation of Employer Securities from independent appraisers (generally, but not limited to, the months of January, February, April, July and October).

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ARTICLE XII

Trust Fund

12.1 Employee Stock Ownership Trust. The Trust Fund shall be held by Hoyt R. Barnett, as Trustee, or by a successor Trustee or Trustees, for use in accordance with the Plan under the Trust. The Trust may from time to time be amended in the manner therein provided. Similarly, the Trustee may be changed from time to time in the manner provided in the Trust.

12.2 Investment Fund. The Trustee may maintain an Investment Fund, which shall consist of the common investments, other than Employer Securities, of all Participants other than Participants or beneficiaries of deceased Participants who have become entitled to benefits pursuant to Article VIII and have elected to receive their distributable benefits in the form of installment payments (as such payment option previously existed in the Plan prior to November 1, 2005). Amounts attributable to the Investment Fund shall be invested by the Trustee in the manner set forth in the Trust.

ARTICLE XIII

Expenses of Administration of the Plan and the Trust Fund

The Company shall bear all expenses of implementing this Plan and the Trust. For its services, any corporate Trustee shall be entitled to receive reasonable compensation in accordance with its rate schedule in effect from time to time for the handling of a retirement trust. Any individual Trustee shall be entitled to such compensation as shall be arranged between the Company and the Trustee by separate instrument; provided, however, that no person who is already receiving full-time pay from any Employer or any Affiliate shall receive compensation from the Trust Fund (except for the reimbursement of expenses properly and actually incurred). The Company may, in its sole discretion, pay all expenses of the administration of the Trust Fund, including the Trustee’s compensation, the compensation of any investment manager, the expense incurred by the Administrator in discharging its duties, all income or other taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust Fund, and any interest that may be payable on money borrowed by the Trustee for the purpose of the Trust, and any Employer may pay such expenses as relate to Participants employed by such Employer. Any such payment by the Company or an Employer shall not be deemed a contribution to this Plan. Such expenses shall be paid out of the assets of the Trust Fund unless paid or provided for by the Company or another Employer. Any and all expenses (including, without limitation, brokerage fees, closing costs, liabilities arising from the ownership or management of specific properties, and income and other taxes) incurred in connection with the investments of the Investment Fund, which are paid from the assets of the Trust Fund, shall be charged solely against, and paid solely from, the Investment Fund. Notwithstanding anything contained herein to the contrary, no excise tax or other liability imposed upon the Trustee, the Plan Administrator or any other person for failure to comply with the provisions of any federal law shall be subject to payment or reimbursement from the assets of the Trust.

44.

ARTICLE XIV

Amendment and Termination

14.1 Restrictions on Amendment and Termination of the Plan. It is the present intention of the Company to maintain the Plan set forth herein indefinitely. Nevertheless, the Company specifically reserves to itself the right at any time and from time to time to amend or terminate this Plan in whole or in part; provided, however, that no such amendment:

(a) shall have the effect of vesting in any Employer, directly or indirectly, any interest, ownership or control in any of the present or subsequent funds held subject to the terms of the Trust;

(b) shall cause or permit any property held subject to the terms of the Trust to be diverted to purposes other than the exclusive benefit of the Participants and their beneficiaries or for the administrative expenses of the Plan Administrator and the Trust;

(c) shall reduce any Vested Interest of a Participant on the later of the date the amendment is adopted or the date the amendment is effective, except as permitted by law;

(d) shall reduce the Accounts of any Participant;

(e) shall amend any vesting schedule with respect to any Participant who has at least three Years of Service at the end of the election period described below, except as permitted by law, unless each such Participant shall have the right to elect to have the vesting schedule in effect prior to such amendment apply with respect to him, such election, if any, to be made during the period beginning not later than the date the amendment is adopted and ending no earlier than sixty (60) days after the latest of the date the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by his Employer or the Plan Administrator; or

(f) shall increase the duties or liabilities of the Trustee without its written consent.

14.2 Amendment of Plan. Subject to the limitations stated in section 14.1, the Company shall have the power to amend this Plan in any manner that it deems desirable, and, not in limitation but in amplification of the foregoing, it shall have the right to change or modify the method of allocation of contributions hereunder, to change any provision relating to the administration of this Plan and to change any provision relating to the distribution or payment, or both, of any of the assets of the Trust.

14.3 Termination of Plan. Any Employer, in its sole and absolute discretion, may permanently discontinue making contributions under this Plan or may terminate this Plan and the

45.

Trust (with respect to all Employers if it is the Company, or with respect to itself alone if it is an Employer other than the Company), completely or partially, at any time without any liability whatsoever for such permanent discontinuance or complete or partial termination. In any of such events, the affected Participants, notwithstanding any other provisions of this Plan, shall have fully Vested Interests in the amounts credited to their respective Accounts at the time of such complete or partial termination of this Plan and the Trust or permanent discontinuance of contributions. All such Vested Interests shall be nonforfeitable.

14.4 Method of Discontinuance. In the event an Employer decides to permanently discontinue making contributions, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustee. All of the assets in the Trust Fund belonging to the affected Participants on the date of discontinuance specified in such resolutions shall, aside from becoming fully vested as provided in section 14.3, be held, administered and distributed by the Trustee in the manner provided under this Plan. In the event of a permanent discontinuance of contributions without such formal documentation, full vesting of the interests of the affected Participants in the amounts credited to their respective Accounts will occur on the last day of the Plan Year in which a substantial contribution is made to the Trust.

14.5 Method of Termination.

(a) In the event an Employer decides to terminate this Plan and the Trust, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustee. After payment of all expenses and proportional adjustments of individual accounts to reflect such expenses and other changes in the value of the Trust Fund as of the date of termination, each affected Participant or the beneficiary or beneficiaries of any such Participant shall be entitled to receive, in a lump sum, any amount then credited to his Accounts.

(b) At the election of the Participant, the Plan Administrator may transfer the amount of any Participant’s Eligible Rollover Distribution under this section 14.5 to an Eligible Retirement Plan in accordance with the provisions of section 9.2(d) instead of distributing such amount to the Participant. Any such election by a Participant shall be in writing and filed with the Plan Administrator.

ARTICLE XV

Miscellaneous

15.1 Merger or Consolidation. This Plan and the Trust may not be merged or consolidated with, and the assets or liabilities of this Plan and the Trust may not be transferred to, any other plan or trust unless each Participant would receive a benefit immediately after the merger, consolidation or transfer, if the plan and trust then terminated, that is equal to or greater than the benefit the Participant would have received immediately before the merger, consolidation or transfer if this Plan and the Trust had then terminated.

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15.2 Alienation.

(a) Except as otherwise provided in this section 15.2, no Participant or beneficiary of a Participant shall have any right to assign, transfer, appropriate, encumber, commute, anticipate or otherwise alienate his interest in this Plan or the Trust or any payments to be made thereunder; no benefits, payments, rights, or interests of a Participant or beneficiary of a Participant of any kind or nature shall be in any way subject to legal process to levy upon, garnish, or attach the same for payment of any claim against the Participant or beneficiary of a Participant; and no Participant or beneficiary of a Participant shall have any right of any kind whatsoever with respect to the Trust, or any estate or interest therein, or with respect to any other property or right, other than the right to receive such distributions as are lawfully made out of the Trust, as and when the same respectively are due and payable under the terms of this Plan and the Trust.

(b) Notwithstanding the provisions of section 15.2(a), the Plan Administrator shall direct the Trustee to make payments pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code. The Administrator shall establish procedures consistent with Section 414(p) of the Code to determine if any order received by the Administrator or any other fiduciary of the Plan is a Qualified Domestic Relations Order.

(c) Notwithstanding the provisions of section 15.2(a), the Plan Administrator shall direct the Trustee to comply with the lawful terms of a levy of the Internal Revenue Service.

(d) Effective August 5, 1997, the provisions of section 15.2(a) shall not apply to any offset of a Participant’s benefits provided under the Plan against an amount that the Participant is ordered or required to pay to the Plan if:

  (1) the order or requirement to pay arises:

(A) under a judgment of conviction for a crime involving the Plan,

(B) under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA, or

(C) pursuant to a settlement agreement between the Secretary of Labor and the Participant, or a settlement agreement between the Pension Benefit Guaranty Corporation and the Participant, in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA by a fiduciary or any other person; and

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(2) the judgment, order, decree, or settlement agreement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant’s benefits provided under the Plan.

15.3 Governing Law. This Plan shall be administered, construed, and enforced according to the laws of the State of Florida, except to the extent such laws have been expressly preempted by federal law.

15.4 Action by Employer. Whenever the Company or another Employer under the terms of this Plan is permitted or required to do or perform any act, it shall be done and performed by or at the direction of the Board of Directors of the Company or such other Employer (or the Executive Committee as authorized by the Board) and shall be evidenced by proper resolution of such Board of Directors (or the Executive Committee as authorized by the Board) certified by the Secretary or Assistant Secretary of the Company or such other Employer.

15.5 Alternative Actions. In the event it becomes impossible for the Company, another Employer, the Plan Administrator, or the Trustee to perform any act required by this Plan, then the Company, such other Employer, the Administrator, or the Trustee, as the case may be, may perform such alternative act that most nearly carries out the intent and purpose of this Plan.

15.6 Gender. Throughout this Plan, and whenever appropriate, the masculine gender shall be deemed to include the feminine and neuter; the singular, the plural; and vice versa.

15.7 Veterans’ Reemployment Rights. Notwithstanding any provision of this Plan to the contrary, effective as of December 12, 1994, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

IN WITNESS WHEREOF, this Amendment and Restatement has been executed this 22^nd day of January, 2008.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ Linda S. Kane	By:	/s/ William E. Crenshaw
	Linda S. Kane, Assistant Secretary		William E. Crenshaw, President

48.

EX-10.4

Exhibit 10.4

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

AMENDED AND RESTATED

AS OF JANUARY 1, 2007

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

AMENDED AND RESTATED

AS OF JANUARY 1, 2007

Table of Contents

Article	Title	Page
I	Definitions	1
II	Amendment and Restatement and Name of the Plan	16
III	Purpose of the Plan and the Trusts	16
IV	Plan Administrator	17
V	Eligibility and Participation	21
VI	Contributions to the Trust	22
VII	Participants’ Accounts and Allocation of Contributions	31
VIII	Benefits Under the Plan	34
IX	Form and Payment of Benefits, Withdrawals	38
X	Designated Investments	45
XI	Loans to Participants	46
XII	Trust Funds	48
XIII	Expenses of Administration of the Plan and the Trust Funds	49
XIV	Amendment and Termination	50
XV	Miscellaneous	52

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

AMENDED AND RESTATED

AS OF JANUARY 1, 2007

This Publix Super Markets, Inc. 401(k) SMART Plan, originally adopted as of January 1, 1995, is hereby amended and restated this 22^nd day of January, 2008, but is effective for all purposes as of January 1, 2007, except as may be otherwise noted herein, by Publix Super Markets, Inc. (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended from time to time (as amended to date, the “Plan”); and

WHEREAS, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company has determined that it is advisable and in the best interests of the Participants to amend and restate the Plan to reflect statutory and regulatory modifications and to make other desired changes.

NOW, THEREFORE, the Plan is hereby amended and restated in its entirety to read as follows:

ARTICLE I

Definitions

1.1 “Account” or “Accounts” shall mean a Participant’s Savings Contributions Account, Matching Contributions Account, and/or such other accounts as may be established by the Plan Administrator, including a Rollover Contributions Account. The portion of a Participant’s Accounts invested in the Publix Stock Fund may include an Employer Securities Account and an Other Investments Account, as set forth hereinafter.

1.2 “Actual Contribution Percentage” or “ACP” shall mean, with respect to a specified group of eligible Participants (either Highly Compensated Employees or Non-Highly Compensated Employees) for a Plan Year, the average (calculated to the nearest hundredth of a percentage point) of the Actual Contribution Ratios (calculated separately for each member of the group and calculated to the nearest hundredth of a percentage point) of each eligible Participant who is a member of such group.

1.3 “Actual Contribution Ratio” shall mean the ratio of the amount of qualifying matching contributions actually paid over to the Trust on behalf of an eligible Participant for a Plan Year to the Participant’s Compensation for such Plan Year. For these purposes:

(a) The qualifying matching contributions paid on behalf of any eligible Participant shall include:

(1) any matching contributions on behalf of the Participant but excluding

(A) any matching contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Elective Deferrals, Excess Contributions or Excess Aggregate Contributions; and

(B) qualified matching contributions that are taken into account in the Actual Deferral Percentage test; and

(2) any Elective Deferrals permitted to be taken into account for these purposes under Treasury Regulation Section 1.401(m)-2(a)(6) and so taken into account.

(b) The Actual Contribution Ratio of a Highly Compensated Employee who is an eligible employee in more than one plan of the same employer (within the meaning of the Code) to which matching or employee contributions are made shall be calculated by treating all such contributions with respect to such Employee under any such arrangement as being made under this Plan.

(c) If no qualifying matching contributions are paid on behalf of any Employee who is eligible to make or receive any such contribution, such person shall be treated as a Participant with an Actual Contribution Ratio of zero.

1.4 “Actual Deferral Percentage” or “ADP” shall mean, with respect to a specified group of eligible Participants (either Highly Compensated Employees or Non-Highly Compensated Employees) for a Plan Year, the average (calculated to the nearest hundredth of a percentage point) of the Actual Deferral Ratios (calculated separately for each member of the group and calculated to the nearest hundredth of a percentage point) of each eligible Participant who is a member of such group.

1.5 “Actual Deferral Ratio” shall mean the ratio of the amount of qualifying Employer contributions actually paid over to the Trust on behalf of an eligible Participant for a Plan Year to the Participant’s Compensation for such Plan Year. For these purposes:

(a) The qualifying Employer contributions paid on behalf of any Participant shall include:

(1) any Elective Deferrals made pursuant to the Participant’s deferral election (including Excess Elective Deferrals of Highly Compensated Employees) but excluding

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(A) Excess Elective Deferrals of Non-Highly Compensated Employees that arise solely from Elective Deferrals made under the Plan or plans of the Participant’s Employer or of any Affiliate; and

(B) Elective Deferrals that are taken into account in the Actual Contribution Percentage test (provided the ADP test is satisfied both with and without exclusion of these Elective Deferrals); and

(2) any qualified matching contributions permitted to be taken into account for these purposes under Treasury Regulation Section 1.401(k)-2(a)(6) and so taken into account.

(b) The Actual Deferral Ratio of a Highly Compensated Employee who is an eligible employee in more than one cash or deferred arrangement of the same employer (within the meaning of the Code) shall be calculated by treating all qualifying Employer contributions with respect to such Employee under any such arrangement as being made under this Plan.

(c) If no qualifying Employer contributions are paid on behalf of any Participant (or on behalf of any Employee who would be a Participant but for the failure to make Elective Deferrals), such person shall be treated as a Participant with an Actual Deferral Ratio of zero.

1.6 “Administrator” shall mean the Plan Administrator.

1.7 “Affiliate” shall mean, with respect to an Employer, any corporation other than such Employer that is a member of a controlled group of corporations, within the meaning of Section 414(b) of the Code, of which such Employer is a member; all other trades or businesses (whether or not incorporated) under common control, within the meaning of Section 414(c) of the Code, with such Employer; any service organization other than such Employer that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which such Employer is a member; any other organization that is required to be aggregated with such Employer under Section 414(o) of the Code. For purposes of determining the limitations on Annual Additions, the special rules of Section 415(h) of the Code shall apply.

1.8 “Agreement and Declaration of Trust” or “Agreements and Declarations of Trust” shall mean the agreement or agreements providing for the Trust Fund or Funds, as entered into between the Company and the Primary Trustee and/or between the Company and the Publix Stock Fund Trustee, as the case may be, and as each agreement may be amended from time to time.

1.9 “Anniversary Date” shall mean the date on which an Employee first had an Hour of Service (or, except as otherwise provided in Department of Labor Regulation Section 2530.200b-4(b), first had an Hour of Service following a One Year Break in Service which occurred as a result of a separation from employment) or any succeeding anniversary thereof.

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1.10 “Annual Additions” shall mean, for each Limitation Year, the sum of:

(a) the amount of Employer contributions (including Elective Deferrals made in accordance with Section 401(k) of the Code, other than amounts distributed as Excess Elective Deferrals in accordance with Treasury Regulation Section 1.402(g)-1(e)(2) or (3)) allocated to the Participant under any defined contribution plan maintained by an Employer or an Affiliate;

(b) the amount of the Employee’s contributions (other than rollover contributions, if any) to any contributory defined contribution plan maintained by an Employer or an Affiliate;

(c) any forfeitures separately allocated to the Participant under any defined contribution plan maintained by an Employer or an Affiliate;

(d) if the Participant is a Key Employee during the current Plan Year or the preceding Plan Year, any contributions allocated to an individual account on behalf of such Participant under Section 419A(d)(2) of the Code; provided, however, that the contributions subject to this subsection shall not be subject to the limitation of section 7.9(a)(2); and

(e) effective January 1, 2008, contributions allocated pursuant to Code Section 415(l)(1) to any individual medical benefit account that is part of a pension or annuity plan established pursuant to Section 401(h) of the Code; provided, however, that the contributions subject to this subsection shall not be subject to the limitation of section 7.9(a)(2).

1.11 “Board of Directors” and “Board” shall mean the board of directors of the Company or, when required by the context, the board of directors of an Employer other than the Company.

1.12 “Business Day” shall mean a day on which both the New York Stock Exchange and the home office of the third party administrator that contracts with the Plan Administrator to provide services to the Plan are open for business.

1.13 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute. References to a specific section of the Code shall include references to any successor provisions.

1.14 “Company” shall mean Publix Super Markets, Inc. and its successors.

1.15 (a) “Compensation” shall mean, with respect to a Participant, the wages, salaries, fees for professional services, and other amounts received (without regard to whether the amount is paid in cash) to such Participant by an Employer, including, but not limited to, tips received by such Participant, for personal services actually rendered in the

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course of employment with an Employer to the extent that the amounts are includible in gross income, as well as amounts that would be included in wages but for an election under Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) of the Code, but shall not include amounts realized from the exercise of a nonstatutory stock option (an option other than a statutory stock option as defined in Treasury Regulation Section 1.421-1(b)) or when restricted stock or other property either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, amounts realized from the sale, exchange or other disposition of stock acquired under a statutory stock option (as defined in Treasury Regulation Section 1.421-1(b)), and other amounts that receive special tax benefits (such as premiums for group-term life insurance, but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts that are described in Section 125 of the Code), and also shall not include (even if such amounts are includible in gross income) reimbursements or other expense allowances, fringe benefits (whether or not in cash), moving expenses, deferred compensation and Employer-paid welfare benefits.

(b) For all purposes of the Plan, no Compensation paid by an Employer with respect to an Employee prior to the Employee’s first day of participation in the Plan shall be taken into account.

(c) No Compensation in excess of $200,000 (as adjusted from time to time under applicable law) shall be taken into account for any Employee.

1.16 “Direct Rollover” shall mean a payment of an Eligible Rollover Distribution by the Plan to an Eligible Retirement Plan specified by the Distributee.

1.17 “Directed Investment Fund” shall mean an investment fund established pursuant to section 10.1 for purposes of investing Participants’ Accounts, excluding the Publix Stock Fund.

1.18 “Distributee” shall mean

(a) a Participant who is entitled to benefits payable as a result of his retirement, disability or other severance of employment as provided in section 8.1, 8.2 or 8.3,

(b) a Participant’s surviving Eligible Spouse who is entitled to death benefits payable pursuant to section 8.4,

(c) a Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, entitled to benefits payable as provided by section 15.2(b), and

(d) effective January 1, 2008, an individual other than an Eligible Spouse who is the designated beneficiary of a deceased Participant and who is thus entitled to death benefits payable pursuant to Section 8.4.

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1.19 “Earnings” attributable to any fund (other than the Publix Stock Fund) shall mean, with respect to a Valuation Period, the aggregate of the unrealized appreciation or depreciation accruing to the fund during such period; and the income earned or the loss sustained by the fund during such period, whether from investments or from the sale or exchange of assets. Earnings attributable to any portion of the Publix Stock Fund credited to an Other Investments Account shall mean, with respect to a Valuation Period, (i) cash dividends received on shares of common stock of the Company allocated to Participants’ Employer Securities Accounts and (ii) the aggregate of the unrealized appreciation or depreciation occurring in the value of, and the income earned or the loss sustained by, the portion of the Publix Stock Fund during such period that is invested in assets other than shares of common stock of the Company. Earnings with respect to the portion of the Publix Stock Fund credited to an Employer Securities Account shall mean, with respect to a Valuation Period, the aggregate of the unrealized appreciation or depreciation occurring in the value, and the gain or loss incurred in connection with the sale or other disposition, of the portion of the Publix Stock Fund during such period that is invested in shares of common stock of the Company.

1.20 “Effective Date” of this amended and restated Publix Super Markets, Inc. 401(k) SMART Plan shall mean January 1, 2007.

1.21 “Elective Deferrals” shall mean any Employer contributions made to the Plan at the election of the Participant in lieu of cash compensation. A Participant’s Elective Deferrals is the sum of all Employer contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement (“CODA”) described in Section 401(k) of the Code, any salary reduction simplified employee pension described in Section 408(k)(6) of the Code, any SIMPLE IRA Plan described in Section 408(p) of the Code, any plan described under Section 501(c)(18) of the Code, any Employer contributions made on behalf of a Participant for the purchase of an annuity contract under Section 403(b) of the Code pursuant to a salary reduction agreement, and, if applicable, contributions made under a qualified Roth contribution program described in Section 402A of the Code. Elective Deferrals shall not include any deferrals properly distributed as excess Annual Additions.

1.22 “Eligible Retirement Plan” shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code that is maintained by a state or any agency or instrumentality of a state or political subdivision of a state that agrees to separately account for amounts transferred into such plan from this Plan, in each case provided that the account or plan accepts a Distributee’s Eligible Rollover Distribution; provided, however, that effective January 1, 2008, with respect to a nonspouse beneficiary, an Eligible Retirement Plan shall mean an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code.

1.23 “Eligible Rollover Distribution” shall mean any distribution of all or any portion of the balance to the credit of a Distributee, other than:

(a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made

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(1) for the life (or life expectancy) of the Distributee, or the joint lives (or life expectancies) of the Distributee and the Distributee’s designated beneficiary, or

(2) for a specified period of ten (10) years or more;

(b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and

(c) any distribution made on account of hardship.

A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax Employee contributions that are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

Notwithstanding the preceding provisions of this section, an Eligible Rollover Distribution shall not include one or more distributions during a Plan Year if the aggregate amount distributed during the Plan Year is less than $200 (as adjusted from time to time under applicable law).

1.24 “Eligible Spouse” shall mean a Participant’s husband or wife, provided the Participant and such husband or wife have been married throughout the one-year period ending on the earlier of (i) the date payment of the Participant’s benefit commences or (ii) the date of the Participant’s death.

1.25 “Employee” shall mean any person employed by an Employer or an Affiliate; provided, however, that the term “Employee” shall not include:

(a) a person who serves only as a director of an Employer;

(b) a member of a collective bargaining unit if retirement benefits were a subject of good faith bargaining between such unit and an Employer;

(c) a nonresident alien who does not receive earned income from sources within the United States; and

(d) any individual categorized by his Employer as an independent contractor or leased employee, regardless of whether such person is subsequently determined to satisfy the common law employee definition under any applicable law.

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1.26 “Employer” shall mean the Company, Publix Alabama, LLC, and Publix Asset Management Company, as well as any other subsidiary, related corporation, or other entity that adopts this Plan with the consent of the Company.

1.27 “Employer Securities Account” shall mean a subaccount established pursuant to section 7.2 with respect to matching contributions and Elective Deferrals invested in common stock of the Company held within the Publix Stock Fund, and adjustments thereto.

1.28 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. References to a specific section of ERISA shall include references to any successor provisions.

1.29 “ESOP” shall mean the Publix Super Markets, Inc. Employee Stock Ownership Plan.

1.30 “Excess Aggregate Contributions” shall mean, with respect to any Plan Year, the excess of:

(a) the aggregate amount of matching contributions taken into account in computing the ACP of Highly Compensated Employees for such Plan Year, over

(b) the maximum aggregate amount of such matching contributions permitted by the ACP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their Actual Contribution Ratios, beginning with the highest of such percentages).

1.31 “Excess Contributions” shall mean, with respect to any Plan Year, the excess of:

(a) the aggregate amount of qualifying Employer contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over

(b) the maximum aggregate amount of such qualifying Employer contributions permitted by the ADP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the Actual Deferral Ratios, beginning with the highest of such percentages).

1.32 “Excess Elective Deferrals” shall mean those Elective Deferrals of a Participant that either

(a) are made during the Participant’s taxable year and exceed the dollar limitation under Section 402(g) of the Code (including, if applicable, the dollar limitation on catch-up contributions defined in Section 414(v) of the Code) for such year; or

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(b) are made during a calendar year and exceed the dollar limitation under Section 402(g) of the Code (including, if applicable, the dollar limitation on catch-up contributions defined in Section 414(v) of the Code) for the Participant’s taxable year beginning in such calendar year, counting only Elective Deferrals made under this Plan and any other plan, contract or arrangement maintained by the Employer or any Affiliate (but excluding any Affiliate that is classified as such solely under Section 414(m) of the Code).

1.33 “Highly Compensated Employee” shall mean, with respect to any Plan Year:

(a) any Employee who:

(1) was a five percent (5%) owner of an Employer at any time during the Plan Year or the preceding Plan Year; or

(2) for the preceding Plan Year, had Section 415 Compensation in excess of $80,000 (as adjusted from time to time under applicable law); or

(b) any former Employee who separated from service (or was deemed to have separated from service) prior to the Plan Year and performs no service for an Employer during the Plan Year, but was an actively employed Highly Compensated Employee in the Plan Year of his separation or any Plan Year ending on or after the date he attained age fifty-five (55).

1.34 “Hire Date” shall mean the date on which an Employee first had an Hour of Service.

1.35 (a) “Hour of Service” shall mean

(1) an hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer or an Affiliate;

(2) an hour for which an Employee is paid, or entitled to payment, by an Employer or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), bereavement, lay-off, jury duty, military duty or leave of absence. Notwithstanding the preceding,

(A) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited under this section 1.35(a)(2) to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws; and

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(B) an hour shall not be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee;

(3) an hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer or an Affiliate; provided, however, that the same Hour of Service shall not be credited both under section 1.35(a)(l),

1.35(a)(2) or 1.35(a)(5), as the case may be, and under this section 1.35(a)(3). Crediting of an Hour of Service for back pay awarded or agreed to with respect to periods described in section 1.35(a)(2) shall be subject to the limitations set forth in that section;

(4) an hour for which an Employee is on an unpaid leave of absence or during a similar approved time off period where the Employee is not paid, or entitled to payment, by an Employer or an Affiliate for such time, but only in the following situations and subject to the following limitations:

(A) any time for which an Employee is on a Family Medical Leave Act of 1993 (“FMLA”) unpaid leave, which period shall not exceed twelve (12) weeks reduced by any time for which the Employee receives sick pay from an Employer or an Affiliate for the FMLA leave;

(B) any time for which an Employee is on an unpaid military leave, which period shall not exceed twelve (12) weeks;

(C) any time for which an Employee is absent from work due to a worker’s compensation injury, which period shall not exceed fifty-two (52) weeks reduced by any time for which the Employee receives sick pay from an Employer or an Affiliate for the absence; and

(D) effective July 1, 2007, any time for which an Employee is absent from work for a reason related to domestic violence as set forth in Florida Statutes Section 741.313; and

(5) an hour for which an Employee is absent from work, is not otherwise paid or entitled to payment for such absence, but is receiving long-term disability benefits under policies provided by the Employer or an Affiliate; provided, however, that no more than 501 Hours of Service shall be credited under this section 1.35(a)(5) to an Employee on account of any single continuous period during which the Employee performs no duties and is eligible for Hours of Service hereunder (whether or not such period occurs in a single Plan Year); and, provided further, that if the Employee, solely by virtue of receiving such long-term disability benefits, would otherwise be entitled to Hours of Service under section 1.35(a)(2) for such absence, the Employee shall not receive Hours of Service under section 1.35(a)(2) but shall instead receive Hours of Service under this section 1.35(a)(5) subject to the limitations contained herein.

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In determining Hours of Service under the foregoing section 1.35(a)(4) and section 1.35(a)(5), Employees determined to be exempt by an Employer or an Affiliate in accordance with the then current employment law shall be credited with Hours of Service pro-rata based on forty-five (45) hours for a full payroll period (one week); nonexempt, hourly-paid, full-time Employees shall be credited with Hours of Service pro-rata based on forty (40) hours for a full payroll period (one week); and nonexempt, hourly-paid, part-time Employees shall be credited with Hours of Service pro-rata based on a full payroll period equal to the average hours worked by the Employee for an Employer or an Affiliate during the fifty-two (52) week payroll period immediately preceding the unpaid period for which Hours of Service are being given hereunder; or in any case in which the Administrator is unable to determine Hours of Service for a non-exempt, hourly-paid, part-time Employee, such Employee shall be credited with Hours of Service pro-rata based on forty (40) hours for a full payroll period. Notwithstanding the preceding, in determining the average hours worked by a non-exempt, hourly-paid, part-time Employee for an Employer or an Affiliate during the fifty-two (52) week payroll period immediately preceding the unpaid period for which Hours of Service are being given hereunder, hours worked by such Employee shall be deemed to be forty (40) hours for any week ending prior to March 20, 2004.

The definition set forth in the foregoing sections 1.35(a)(1) through (3) is subject to the special rules contained in Department of Labor Regulations Sections 2530.200b-2(b) and (c), and any regulations amending or superseding such Sections, which special rules are hereby incorporated in the definition of “Hour of Service” by this reference.

(b) Notwithstanding the provisions of section 1.35(a), each Employee who was employed by the Company, Publix Food Stores, Inc., or Publix Market, Inc. on October 1, 1975, shall be credited with one thousand (1,000) Hours of Service for each twelve (12) continuous months of service commencing with his most recent employment commencement date prior to October 1, 1975, and ending October 1, 1975. In addition, each such Employee shall be credited with forty (40) Hours of Service for each week of employment during the period beginning on his most recent Anniversary Date prior to October 1, 1975, and ending on October 1, 1975.

(c) (1) Notwithstanding the other provisions of this “Hour of Service” definition, in the case of an Employee who is absent from work for any period by reason of her pregnancy, by reason of the birth of a child of the Employee, by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee or for purposes of caring for such child for a reasonable period beginning immediately following such birth or placement, the Employee shall be treated as having those Hours of Service described in section 1.35(c)(2).

      (2) The Hours of Service to be credited to an Employee under the provisions of section 1.35(c)(1) are the Hours of Service that otherwise would normally have been credited to such Employee but for the absence in question or,

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in any case in which the Plan is unable to determine such hours, eight (8) Hours of Service per day of such absence; provided, however, that the total number of hours treated as Hours of Service under this section 1.35(c) by reason of any such pregnancy or placement shall not exceed 501 hours.

      (3) The hours treated as Hours of Service under this section 1.35(c) shall be credited only in the consecutive 12-month period beginning with the Employee’s Anniversary Date in which the absence from work begins, if the crediting is necessary to prevent a One Year Break in Service in such 12-month period or, in any other case, in the immediately following 12-month period.

      (4) Credit shall be given for Hours of Service under this section 1.35(c) solely for purposes of determining whether a One Year Break in Service has occurred for participation or vesting purposes; credit shall not be given hereunder for any other purposes (including, without limitation, benefit accrual).

      (5) Notwithstanding any other provision of this section 1.35(c), no credit shall be given under this section 1.35(c) unless the Employee in question furnishes to the Plan Administrator such timely information as the Administrator may reasonably require to establish that the absence from work is for reasons referred to in section 1.35(c)(1) and the number of days for which there was such an absence.

1.36 “Key Employee” shall mean any Employee or former Employee (including any deceased Employee) of an Employer or an Affiliate who at any time during the Plan Year that includes the determination date was an officer of an Employer or nonparticipating Affiliate having annual compensation greater than $130,000 (as adjusted from time to time under applicable law), a five percent (5%) owner of an Employer or nonparticipating Affiliate, or a one-percent owner of an Employer or nonparticipating Affiliate having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code; and the determination date means the last day of the Plan Year immediately preceding the Plan Year for which top-heaviness is to be determined. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

1.37 “Limitation Year” shall mean the 12-month period ending on each December 31.

1.38 “Matching Contributions Account” shall mean an account established pursuant to section 7.2 with respect to contributions to this Plan on behalf of a Participant by an Employer pursuant to section 6.2.

1.39 “Non-Key Employee” shall mean, with respect to any Plan Year, an Employee or former Employee who is not a Key Employee (including any such Employee who formerly was a Key Employee).

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1.40 “Non-Highly Compensated Employee” shall mean, with respect to any Plan Year, an Employee who is not a Highly Compensated Employee.

1.41 “Normal Retirement Date” shall mean the date on which a Participant attains the age of sixty (60) years.

1.42 “One Year Break in Service” shall mean a year beginning with an Employee’s Anniversary Date in which an Employee has 500 or fewer Hours of Service, and it shall be deemed to occur on the last day of any such year.

1.43 “Other Investments Account” shall mean a subaccount established pursuant to section 7.2 with respect to assets other than common stock of the Company held within the Publix Stock Fund, and adjustments thereto.

1.44 “Participant” shall mean any eligible Employee of an Employer who has become a Participant under Article V of the Plan and shall include any former employee of an Employer who became a Participant under the Plan and who still has a balance in an Account under the Plan.

1.45 “Plan” shall mean the Publix Super Markets, Inc. 401(k) SMART Plan as herein set forth, as it may be amended from time to time.

1.46 “Plan Administrator” shall mean the Company.

1.47 “Plan Year” shall mean the 12-month period ending on each December 31.

1.48 “Primary Trust Fund” shall mean the trust fund established under the Agreement and Declaration of Trust between the Company and the Primary Trustee from which the amounts of supplementary compensation provided for by the Plan (other than amounts to be held by the Publix Stock Fund Trustee) are to be paid or are to be funded.

1.49 “Primary Trustee” shall mean the individual, individuals, or corporation designated as trustee under the Agreement and Declaration of Trust for the Primary Trust Fund.

1.50 “Publix Stock Fund” shall mean, collectively, the assets comprising the Employer Securities Accounts (held by the Publix Stock Fund Trustee) and the assets comprising the Other Investments Accounts (held by the Primary Trustee).

1.51 “Publix Stock Fund Trustee” shall mean the individual, individuals, or corporation designated as trustee under the Agreement and Declaration of Trust for the portion of the Publix Stock Fund consisting of the Employer Securities Accounts.

1.52 “Rollover Contributions Account” shall mean an account established pursuant to section 7.2 with respect to amounts transferred to this Plan by a Participant from the ESOP as provided in section 6.6.

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1.53 “Savings Contributions Account” shall mean an account established pursuant to section 7.2 with respect to Elective Deferrals made under salary reduction arrangements pursuant to section 6.1.

1.54 “Section 415 Compensation” shall include all wages within the meaning of Section 3401(a) of the Code (for purposes of tax withholding at the source) paid to a Participant from an Employer or Affiliate plus all other payments of compensation to the Participant from an Employer or Affiliate (in the course of the trade or business of the Employer or Affiliate) for which the Employer or Affiliate is required to furnish the Participant a written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code (and without regard to any provisions under Section 3401(a) of the Code that limit the remuneration included in wages based on the nature or location of the employment or the services performed), together with any amount that is contributed by an Employer at the election of the Employee and that is not includible in the gross income of the Employee under Sections 125, 132(f)(4), 401(k), 402(h), 403(b), or 457 of the Code.

1.55 “Top Heavy Plan” shall mean this Plan if the aggregate account balances (not including voluntary rollover contributions made by any Participant from an unrelated plan) of the Key Employees and their beneficiaries for such Plan Year exceed sixty percent (60%) of the aggregate account balances (not including voluntary rollover contributions made by any Participant from an unrelated plan) for all Participants and their beneficiaries. Such values shall be determined for any Plan Year as of the last day of the immediately preceding Plan Year. The account balances on any determination date shall include the aggregate distributions made with respect to Participants under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period ending on such determination date; provided, that in the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” For the purposes of this definition, the aggregate account balances for any Plan Year shall include the account balances and accrued benefits of all retirement plans qualified under Section 401(a) of the Code with which this Plan is required to be aggregated to meet the requirements of Section 401(a)(4) or 410 of the Code (including terminated plans that would have been required to be aggregated with this Plan) and all plans of an Employer or an Affiliate in which a Key Employee participates; and such term may include (at the discretion of the Plan Administrator) any other retirement plan qualified under Section 401(a) of the Code that is maintained by an Employer or an Affiliate, provided the resulting aggregation group satisfies the requirements of Sections 401(a) and 410 of the Code. All calculations shall be on the basis of actuarial assumptions that are specified by the Plan Administrator and applied on a uniform basis to all plans in the applicable aggregation group. The account balance of any Participant shall not be taken into account if:

(a) he is a Non-Key Employee for any Plan Year, but was a Key Employee for any prior Plan Year, or

(b) he has not performed any service for an Employer during the one-year period ending on the determination date.

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1.56 “Trust” or “Trusts” shall mean the trust or trusts established by one or more of the Agreements and Declarations of Trust.

1.57 “Trustee” or “Trustees” shall mean the Primary Trustee and/or the Publix Stock Fund Trustee.

1.58 “Trust Fund” or “Trust Funds” shall mean the Primary Trust Fund and/or the Publix Stock Fund.

1.59 “Valuation Date” shall mean each Business Day and such other date(s) as may be selected by the Plan Administrator for such purpose; provided, however, with respect to the portion of the Publix Stock Fund consisting of the Employer Securities Accounts, Valuation Date shall mean the last day of each fiscal quarter of the Company, or such other date as may be selected by the Plan Administrator.

1.60 “Valuation Period” shall mean the period beginning with the first day after a Valuation Date and ending with the next Valuation Date.

1.61 “Vested Interest” shall mean, as of any date, the amount equal to a fixed, non-forfeitable percentage of a Participant’s Account balance or contribution as determined pursuant to section 8.3(b).

1.62 (a) “Year of Service” shall mean each of the consecutive 12-month periods beginning with the Employee’s Anniversary Date if during such consecutive 12-month period, the Employee completes 1,000 Hours of Service for an Employer or an Affiliate thereof.

        (b) For purposes of section 6.2, a Year of Service is not completed until the end of each consecutive 12-month period without regard to when during the period that 1,000 Hours of Service are completed.

        (c) For purposes of Article VIII and section 14.1(e), an Employee’s Years of Service shall not include any Year of Service prior to a One Year Break in Service, but only prior to such time as the Participant has completed a Year of Service after such One Year Break in Service.

        (d) For all purposes of this Plan, an Employee’s Years of Service shall include the following:

(1) for persons employed in stores acquired by the Company from Kroger Company on or after November 7, 1988, and before September 1, 1992, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition;

(2) for persons employed by the Par 3 Golf Center, Lakeland, Florida acquired by the Company on September 9, 1988, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition;

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(3) for persons employed by Wolfson Pharmacy acquired by the Company on July 31, 1988, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition; and

(4) for persons employed by Care Systems Corporation acquired by the Company on December 27, 1996, service with such predecessor employer if such person became an Employee of the Company on December 28, 1996.

ARTICLE II

Amendment and Restatement and Name of the Plan

The Company’s 401(k) plan is hereby amended and restated in accordance with the terms hereof and shall continue to be known as the “PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN.”

ARTICLE III

Purpose of the Plan and the Trusts

3.1 Exclusive Benefit. This Plan is created for the sole purpose of providing benefits to the Participants and enabling them to share in the growth of their Employer. Except as otherwise permitted by law, in no event shall any part of the principal or income of the Trusts be paid to or reinvested in any Employer or be used for or diverted to any purpose whatsoever other than for the exclusive benefit of the Participants and their beneficiaries.

3.2 Mistake of Fact. Notwithstanding the provisions of section 3.1, any contribution made by an Employer to this Plan by a mistake of fact may be returned to the Employer within one year after the payment of the contribution; and any contribution made by an Employer that is conditioned upon the deductibility of the contribution under Section 404 of the Code (each contribution shall be presumed to be so conditioned unless the Employer specifies otherwise) may be returned to the Employer if the deduction is disallowed and the contribution is returned (to the extent disallowed) within one year after the disallowance of the deduction.

3.3 Participant’s Rights. The establishment of this Plan shall not be considered as giving any Employee, or any other person, any legal or equitable right against any Employer, any Affiliate, the Plan Administrator, the Primary Trustee, the Publix Stock Fund Trustee, or the principal or the income of the Trusts, except to the extent otherwise provided by law. The establishment of this Plan shall not be considered as giving any Employee, or any other person, the right to be retained in the employ of any Employer or any Affiliate.

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3.4 Qualified Plan. This Plan and the Trusts are intended to qualify under the Code as a tax-free employees’ plan and trust, and the provisions of this Plan and the Trusts should be interpreted accordingly.

ARTICLE IV

Plan Administrator

4.1 Administration of the Plan. The Plan Administrator shall control and manage the operation and administration of the Plan, except with respect to the investments to be made of the funds in the Trusts and except with respect to such other duties of the Trustees as set forth in the Agreements and Declarations of Trust.

4.2 Powers and Duties. The Administrator shall have complete control over the administration of the Plan herein embodied, with all powers necessary to enable it to carry out its duties in that respect. Not in limitation, but in amplification of the foregoing, the Administrator shall have the power and discretion to interpret or construe this Plan and to determine all questions that may arise as to the status and rights of the Participants and others hereunder. Also not in limitation, but in amplification of the foregoing, the Administrator shall have the power and discretion to adopt and implement rules for the purpose of helping Participants and other interested parties to comply with the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and any regulations issued thereunder.

4.3 Direction of Trustees. It shall be the duty of the Administrator to direct the Trustees with regard to the distribution of the benefits to the Participants and others hereunder.

4.4 Summary Plan Description. The Plan Administrator shall prepare or cause to be prepared a Summary Plan Description (if required by law) and such periodic and annual reports as are required by law.

4.5 Disclosure. From time to time, the Administrator shall furnish to each Participant a statement containing the value of his interest in the Trust Funds and such other information as may be required by law.

4.6 Conflict in Terms. The Administrator shall notify each Employee, in writing, as to the existence of the Plan and Trusts and the basic provisions thereof. In the event of any conflict between the terms of this Plan and Trusts as set forth in this Plan and in the Agreements and Declarations of Trust and as set forth in any explanatory booklet or other description, this Plan and the Agreements and Declarations of Trust shall control.

4.7 Nondiscrimination. The Administrator shall not take any action or direct the Trustees to take any action whatsoever that would result in unfairly benefiting one Participant or group of Participants at the expense of another or in improperly discriminating between Participants similarly situated or in the application of different rules to substantially similar sets of facts.

4.8 Records. The Plan Administrator shall keep a complete record of all its proceedings as the administrator of the Plan and all data necessary for the administration of the Plan. All of the foregoing records and data shall be located at an appropriate office of the Administrator (or its third party administrator as agent).

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4.9 Final Authority. Except to the extent otherwise required by law, the decision of the Plan Administrator in matters within its jurisdiction shall be final, binding and conclusive upon each Employer and each Employee, Participant, and beneficiary and every other interested or concerned person or party.

4.10 Claims.

(a) For claims unrelated to disability:

(1) Claims for benefits under the Plan may be made by a Participant, alternate payee or a deceased beneficiary of a Participant in the format determined by the Plan Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant by the Administrator within ninety (90) days after the application is filed with the Administrator, unless special circumstances, which are made known to the claimant, require an extension of time for processing, in which event action shall be taken as soon as possible, but not later than one hundred eighty (180) days after the application is filed with the Administrator; and, in the event that no action has been taken within such ninety (90) or one hundred eighty (180) day period, the claimant shall be permitted to proceed to the review stage under subsection (2). In the event that the claim is denied, the denial shall be written in a manner calculated to be understood by the claimant and shall include the specific reasons for the denial, specific references to pertinent provisions of the Plan on which the denial is based, a description of the material information, if any, necessary for the claimant to perfect the claim, an explanation of why such material information is necessary, a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA and an explanation of the claim review procedure.

(2) If a claim is denied, a claimant or his duly authorized representative shall have sixty (60) days after the receipt of such denial to petition the Plan Administrator in writing for a full and fair review of the denial, during which time the claimant or his duly authorized representative shall have the right to review, upon request and free of charge, pertinent documents, records or other information relevant to the claim and to submit issues, documents and comments in writing. The Plan Administrator shall promptly review the claim and shall make a decision not later than sixty (60) days after receipt of the request for review, unless special circumstances, such as when the Administrator determines in its sole discretion that it is appropriate to hold a hearing, require an extension of time for processing, in which event a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after the receipt of the request for review. If such an extension is required because of special circumstances, written or electronic notice of the extension shall be furnished to the claimant prior to the commencement of the extension. The decision of the

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review shall be written in a manner calculated to be understood by the claimant and shall include the specific reasons for the denial, specific references to pertinent provisions of the Plan on which the denial is based, a statement regarding the claimant’s right to review, upon request and free of charge, all documents, records or other information relevant to the claim and decision and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

(b) For claims related to total and permanent disability under section 8.2, the following procedures shall apply:

(1) Claims for disability benefits under the Plan may be made by a Participant in the format determined by the Plan Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant by the Administrator within forty-five (45) days after the application is filed with the Administrator, unless the Administrator determines that an extension of time is necessary to process the claim, in which event the Administrator will provide the claimant with written or electronic notice of any extension, including the reasons for the extension and the date by which a decision by the Plan Administrator is expected to be made. The initial forty-five (45) day period may be extended twice by thirty (30) days for matters beyond the control of the Administrator, including cases where a claim is incomplete. Any notice of extension must explain to the claimant the standards on which entitlement to a disability benefit is based, the unresolved issues that prevent a decision on the claim, and, where a claim is incomplete, the additional information needed to resolve those issues. Any extension notice must provide that the claimant has forty-five (45) days from receipt of the notice in which to provide the specified information. Where the time period for the notice of denial of a claim is extended because additional information is needed, the period during which the Administrator must render a decision shall stop running from the time the notice of extension is sent until the date of the claimant’s response to the request for additional information. In the event that the claim is wholly or partly denied, the Plan Administrator shall notify the claimant in written or electronic form, and the notice of the denial shall include the specific reasons for the denial, the specific Plan provisions on which the denial is based, a description of any additional material or information necessary for the claim to be granted, an explanation of why such material or information is necessary, a description of the Plan’s claim review procedures, the time limits under those procedures, and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA, and, if applicable, a copy of any internal rule, guideline, protocol, or similar criterion that was relied upon in making the adverse determination on the claim, or a statement that an internal rule, guideline, protocol, or similar criterion was relied upon in making the adverse determination and will be provided to the claimant free of charge upon request.

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(2) If a claim for disability benefits is wholly or partly denied, a claimant or his authorized representative shall have one hundred eighty (180) days after the receipt of such denial to file a request with the Plan Administrator for a review of the denial. Review of a denied claim for disability benefits shall be conducted by an appropriate named fiduciary who is neither the party who made the initial adverse determination, nor the subordinate of such party, and no deference will be given to the initial denial. If the initial denial was based in whole or in part on medical judgment, the named fiduciary reviewing the denied claim shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the initial denial or subordinate to that health care professional. The identity of any medical or vocational experts who provided advice to the Plan in connection with the initial denial shall be provided to the claimant without regard to whether such advice was relied upon. The review of the claim denial shall take into account all comments, documents, records, and other information submitted by the claimant, whether or not such information was submitted or considered in connection with the initial determination on the claim. The Administrator shall notify the claimant in writing or in electronic form of the determination of the denied claim on review (regardless of whether adverse) within forty-five (45) days after receipt of the request for review, unless the named fiduciary responsible for review of the claim determines that a hearing is needed or if other special circumstances require an extension. If such an extension is required, written notice of the extension, including the reasons for the extension and the date by which a decision by the named fiduciary responsible for reviewing the claim is expected to be made shall be furnished to the claimant prior to the end of the initial forty-five (45) day period. The extension shall not exceed an additional forty-five (45) days. During the review period, the claimant may submit written comments, documents, records and other information related to the claim, and upon request, will be provided, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim. In the event of an adverse determination of the denied claim on review, the claimant shall be given a written or electronic notice of that determination, which shall include the specific reasons for the denial of the claim, references to the specific Plan provisions on which the determination is based, a statement that the claimant is entitled to receive, upon request and free of charge, access to, and copies of, all documents, records and other information relevant to the claim, a description of any voluntary appeal procedures offered under the Plan, the claimant’s right to obtain information about such procedures, a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA, if applicable, a copy of any internal rule, guideline, protocol, or similar criterion that was relied upon in making the adverse determination on the claim, or a statement that an internal rule, guideline, protocol or similar criterion was relied upon in making the adverse determination and will be provided to the claimant free of charge upon request, if the adverse determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment used for

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the determination or a statement that such explanation will be provided free of charge upon request, and the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

(c) If a claimant fails to file a claim or request a review in the manner and in accordance with the time limitation specified in this section 4.10, such claim or request for review shall be waived and the claimant shall thereafter be barred from asserting such claim.

(d) The determination of the Plan Administrator, or named fiduciary, under this section 4.10 of any factual matter relating to a claimant or claim, including, without limitation, a Participant’s Compensation and Years of Service, shall be conclusive and binding on all parties to the claim. In making a determination on a claim, the Administrator or named fiduciary shall be entitled to rely upon all valuations, certificates, reports or other information furnished by any accountants or administrators for the Plan, the Trustees or any investment manager(s) and upon the opinions of legal counsel, to the extent such reliance is consistent with ERISA.

4.11 Appointment of Advisors. The Administrator may appoint such accountants, counsel (who may be counsel for an Employer), specialists and other persons that it deems necessary and desirable in connection with the administration of this Plan. Without limitation on the foregoing, the Administrator shall have the right and responsibility to enter into administrative arrangements with third parties to perform recordkeeping and other administrative services and with other service providers for the Plan; such arrangements may provide for obtaining bundled services. The Administrator, by action of its Board of Directors, shall designate one or more of its employees to perform the duties required of the Administrator hereunder.

ARTICLE V

Eligibility and Participation

5.1 Current Participants. Any Employee who was a Participant in this Plan immediately prior to the Effective Date shall remain as a Participant in the Plan.

5.2 Eligibility and Participation.

(a) Any Employee of an Employer shall be eligible to become a Participant in the Plan six (6) months after his Hire Date if he has then attained age eighteen (18). Any such eligible Employee shall enter the Plan as a Participant, if he is still an Employee of an Employer, on the first day of the month immediately following the month in which the Employee becomes eligible. If the Employee has not attained age eighteen (18) on the date that is six (6) months after his Hire Date, he shall be eligible to become a Participant in the Plan on the date he attains age eighteen (18) and he shall enter the Plan as a

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Participant, if he is still an Employee of an Employer, as soon as administratively practicable but no later than two (2) weeks after the date he attains age eighteen (18) or, if earlier, the first day of the next Plan Year.

(b) A person who ceases to be an Employee of an Employer before he enters the Plan as a Participant and who reenters the employ of an Employer more than six (6) months after his Hire Date shall enter the Plan as a Participant as soon as administratively practicable but no later than two (2) weeks after the date of his reemployment.

(c) A person who has satisfied the eligibility requirements while employed by an Affiliate and who becomes an Employee of an Employer shall enter the Plan as a Participant as soon as administratively practicable but no later than two (2) weeks after the date of his employment with such Employer.

5.3 Former Participants. A Participant who ceases to be an Employee of an Employer and who subsequently reenters the employ of an Employer shall enter the Plan as a Participant as soon as administratively practicable but no later than two (2) weeks after the date of his reemployment.

ARTICLE VI

Contributions to the Trust

6.1 Participants’ Elective Deferrals.

(a) The Employer shall contribute to the Trust, on behalf of each eligible Participant, Elective Deferrals as specified in a salary reduction agreement (if any) between the Participant and such Employer; provided, however, that such deferrals for a Participant shall not exceed the lesser of

      (1) the limitation set forth in Section 402(g) of the Code (as adjusted from time to time under applicable law), or

      (2) fifteen percent (15%) of the Participant’s compensation for such Plan Year (or such other percentage as may be determined periodically by the Board of Directors).

(b) (1) If a Participant’s Elective Deferrals, together with any elective contributions by the Participant to any other plans of his Employer or an Affiliate intended to qualify under Sections 401(k) or 403(b) of the Code, exceed the limitation set forth in section 6.1(a)(1) for any calendar year, the Administrator, upon notification from the Participant or his Employer, shall refund to such Participant the portion of such excess that is attributable to Elective Deferrals to the Plan, increased by the earnings thereon for such calendar year (such earnings shall be determined by the Plan Administrator in a manner consistent with the provisions of section 7.4 and Treasury Regulation Section 1.402(g)-1(e)(5)) and

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reduced by any Excess Contributions and earnings for the Plan Year beginning with or within the calendar year that have been previously distributed to the Participant in accordance with the provisions of section 6.1(f). Any such refund shall be made on or before April 15 immediately following the calendar year in which the Excess Elective Deferrals are made to the Plan.

(2) If a Participant’s Elective Deferrals, together with any elective contributions by the Participant to any other plans intended to qualify under Sections 401(k), 403(b), or 408(k), of the Code and to any SIMPLE IRA plan described in Section 408(p) of the Code, eligible deferred compensation plan under Section 457 of the Code or plan described in Section 501(c)(18) of the Code, exceed the limitation set forth in section 6.1(a)(1) for any calendar year, the Administrator may refund to such Participant, at the Participant’s request, the portion of such excess that is attributable to Elective Deferrals to the Plan, increased by the earnings thereon for such calendar year (determined as provided in section 6.1(b)(1)) and reduced by any Excess Contributions and earnings for the Plan Year beginning with or within the calendar year that have been previously distributed to the Participant in accordance with the provisions of section 6.1(f). Any such refund shall be made on or before April 15 immediately following the calendar year in which the Excess Elective Deferrals are made to the Plan.

(3) Excess Elective Deferrals and earnings shall be determined for purposes of section 6.1(a)(1), section 6.1(b)(1), and section 6.1(b)(2) after taking into account any previous refunds to the Participant of Excess Contributions and earnings for the Plan Year ending with or within the calendar year made in accordance with the provisions of section 6.1(f).

(c) Any salary reduction agreement shall be executed (including by voice response, Internet, or other electronic means) and received by the Plan Administrator (and otherwise in effect) prior to the first day of the first pay period to which it applies. Any such agreement may be revised by the Participant, with the approval of the Administrator, as of any pay period if the revision is received by the Plan Administrator prior to the first day of the first pay period to which the revision applies. If a Participant with such an agreement in place should leave the employment of an Employer, the election contained in such agreement shall survive the termination, but only for the purpose of determining any applicable Elective Deferrals with respect to compensation earned before termination of employment but paid after such termination. If the person should return to employment with such Employer or any other Employer at any time after such termination, the prior agreement shall not be effective and no Elective Deferrals shall be made to the Plan on behalf of such person with respect to any compensation earned after reemployment unless and until a new election is made by such person. Any Elective Deferrals made pursuant to any such election shall be made only after the election is made; shall be made only with respect to an amount that is not currently available to the Employee on the date of the election; and shall be made only after the Employee’s performance of service with respect to which the Elective Deferrals are made, in each case except as may be permitted by applicable Treasury Regulations.

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(d) The Administrator shall have the right to require any Participant to reduce his Elective Deferrals under any salary reduction agreement, or to refuse deferral of all or part of the amount set forth in such agreement, if necessary to comply with the requirements of this Plan and the Code.

(e) A Participant may suspend further Elective Deferrals to the Plan at any time, provided the request for such suspension is received by the Plan Administrator prior to the first day of the first pay period to which such suspension applies. Any Participant who has previously entered into a salary reduction agreement and who suspends further Elective Deferrals relating to periodic pay may reinstate such Elective Deferrals by providing notice (including by voice response, Internet, or other electronic means) to the Plan Administrator prior to the first day of the first pay period to which it applies; provided, however, that such pay period shall not begin less than ninety (90) days after the suspension of Elective Deferrals became effective.

(f) (1) In the event that the Elective Deferrals of Highly Compensated Employees exceed the limitations set forth in section 6.3, such excess (plus the earnings thereon for the Plan Year to which the Excess Contributions relate), determined as set forth below, shall be distributed to the Highly Compensated Employees on or before the fifteenth (15^th) day of the third month after the close of the Plan Year to which the Excess Contributions relate. Notwithstanding the preceding sentence, the Plan Administrator may delay the distribution of any Excess Contributions (plus the earnings thereon for the Plan Year to which the Excess Contributions relate) attributable to an Employer beyond the fifteenth (15^th) day of the third month of such Plan Year, if the Employer consents to such delay and the Administrator refunds all such Excess Contributions not later than twelve (12) months after the close of the Plan Year to which the Excess Contributions relate.

     (2) (A) The amount of such Excess Contributions for the Highly Compensated Employees in the aggregate for the Plan Year shall be determined by reducing the Elective Deferrals of the Highly Compensated Employee with the highest Actual Deferral Ratio to the extent required to

(i)  enable the arrangement to satisfy the limitations set forth in section 6.3, or

(ii) cause such Highly Compensated Employee’s Actual Deferral Ratio to equal the Actual Deferral Ratio of the Highly Compensated Employee with the next highest Actual Deferral Ratio.

     This process shall be repeated until the arrangement satisfies the limitations set forth in section 6.3.

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           (B) The aggregate dollar amount of the excess calculated under section 6.1(f)(2)(A) shall be distributed in accordance with the following provisions of this section 6.1(f)(2)(B):

(i) the Elective Deferrals of the Highly Compensated Employee with the largest dollar amount of Elective Deferrals shall be reduced by the amount required to cause such Highly Compensated Employee’s Elective Deferrals to equal the dollar amount of the Elective Deferrals of the Highly Compensated Employee with the next highest dollar amount of Elective Deferrals;

(ii) the amount determined in section 6.1(f)(2)(B)(i) shall be distributed to the Highly Compensated Employee with the largest dollar amount of Elective Deferrals, unless a lesser amount, when added to the aggregate dollar amount already distributed under this section 6.1(f)(2)(B)(ii), would equal the aggregate dollar amount of the excess calculated under section 6.1(f)(2)(A), in which event such lesser amount shall be distributed; and

(iii) if the aggregate dollar amount distributed under section 6.1(f)(2)(B)(ii) is then less than the aggregate dollar amount of the excess calculated under section 6.1(f)(2)(A), the steps in this section 6.1(f)(2)(B) shall be repeated.

     (3) For Plan Years beginning prior to January 1, 2008, the allocable income with respect to Excess Contributions of a Highly Compensated Employee shall include income during the period from the end of the Plan Year of the excess until distribution thereof and shall be determined by the Plan Administrator under any method permitted by Treasury Regulation Section 1.401(k)-2(b)(2)(iv) and any applicable Internal Revenue Service notices or rulings, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ accounts.

     (4) Excess Contributions and earnings determined under sections 6.1(f)(2) and (3) shall be reduced by any Excess Elective Deferrals and earnings for the calendar year ending with or within the Plan Year that have been previously refunded to the Participant in accordance with the provisions of section 6.1(b).

6.2 Matching Contributions.

(a) Each Employer, at the discretion of its Board of Directors, may contribute to the Trust a matching contribution on behalf of each eligible Participant (as determined pursuant to section 6.2(b)) for whom Elective Deferrals are made during the Plan Year. Such matching contribution shall be equal to a specified percentage of the amount of the

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Elective Deferrals (or specified percentages of separate portions of the amount of the Elective Deferrals) made to the Plan by the Participant, and may be limited to a specified percentage (or percentages) of the Participant’s compensation for which Elective Deferrals were made and/or a specified maximum dollar amount (or amounts). The percentage (or percentages) of the matching contribution, and any maximum percentage or percentages) and/or dollar amount (or amounts), shall be determined by the Board of such Employer. No matching contribution shall be required for the portion of a Participant’s Elective Deferrals subject to the refund requirements of section 6.1(b) or 6.1(f).

(b) A Participant shall be eligible to share in the matching contribution described in section 6.2(a) for a Plan Year if:

      (1) he has been credited with a Year of Service as of the date preceding his Anniversary Date occurring during the Plan Year and if he is employed by his Employer on the last day of such Plan Year, or

      (2) if his employment is terminated during the Plan Year (regardless of whether such termination is the result of retirement, disability, death, or severance of employment) and he has a Vested Interest in the balance of his Matching Contributions Account as of his date of termination.

(c) Any matching contribution made by an Employer on account of Elective Deferrals that have been refunded pursuant to section 6.1(b) or section 6.1(f) shall be forfeited, and used to reduce matching contributions for the Plan Year in which the forfeiture occurs. In the event that forfeitures arising pursuant to this section 6.2(c) exceed the amount that may be used to reduce matching contributions for the Plan Year, any additional forfeitures shall be allocated as additional matching contributions to the Matching Contributions Accounts of Participants other than those whose matching contributions have been reduced hereunder.

(d) (1) In the event that the matching contributions for Highly Compensated Employees exceed the limitations set forth in section 6.3, then except as set forth in section 6.2(d)(3), such Excess Aggregate Contributions (plus the earnings thereon for the Plan Year to which the Excess Aggregate Contributions relate), determined as set forth below, shall be distributed to the Highly Compensated Employees on or before the fifteenth (15^th) day of the third month after the close of the Plan Year to which the Excess Aggregate Contributions relate. Notwithstanding the preceding sentence, the Plan Administrator may delay the distribution of any Excess Aggregate Contributions (plus the earnings thereon for the Plan Year to which the Excess Aggregate Contributions relate) attributable to an Employer beyond the fifteenth (15^th) day of the third month of such Plan Year, if the Employer consents to such delay and the Administrator refunds all such excess amounts not later than twelve (12) months after the close of the Plan Year to which the Excess Aggregate Contributions relate.

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(2) The amount of such Excess Aggregate Contributions for the Highly Compensated Employees in the aggregate for the Plan Year shall be determined by reducing the matching contribution of the Highly Compensated Employee with the highest Actual Contribution Ratio to the extent required to

(A) enable the arrangement to satisfy the limitations set forth in section 6.3, or

(B) cause such Highly Compensated Employee’s Actual Contribution Ratio to equal the Actual Contribution Ratio of the Highly Compensated Employee with the next highest Actual Contribution Ratio.

This process shall be repeated until the arrangement satisfies the limitations set forth in section 6.3.

(3) The aggregate dollar amount of the excess calculated under section 6.2(d)(2) shall be distributed or forfeited in accordance with the following provisions of this section 6.2(d)(3):

(A) the matching contributions of the Highly Compensated Employee with the largest dollar amount of matching contributions shall be reduced by the amount required to cause such Highly Compensated Employee’s matching contributions to equal the dollar amount of the matching contributions of the Highly Compensated Employee with the next highest dollar amount of matching contributions;

(B) the amount determined in section 6.2(d)(3)(A) shall be distributed to the Highly Compensated Employee with the largest dollar amount of matching contributions, unless a lesser amount, when added to the aggregate dollar amount already distributed under this section 6.2(d)(3)(B), would equal the aggregate dollar amount of the excess calculated under section 6.2(d)(2), in which event such lesser amount shall be distributed;

(C) if the aggregate dollar amount distributed under section 6.2(d)(3)(B) is then less than the aggregate dollar amount of the excess calculated under section 6.2(d)(2), the steps in this section 6.2(d)(3) shall be repeated; and

(D) notwithstanding the foregoing, if the amount to be distributed to a Highly Compensated Employee under the foregoing provisions of this section 6.2(d)(3) is not vested, then such amount shall not be distributed to the Highly Compensated Employee but shall be forfeited and used as provided in section 6.5.

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(e) In determining the amount of such excess, Actual Contribution Ratios shall be rounded to the nearest one-hundredth of one percent of the Employee’s Compensation.

(f) In no case shall the amount of such excess with respect to any Highly Compensated Employee exceed the amount of matching contributions on behalf of such Highly Compensated Employee for such Plan Year.

(g) For Plan Years beginning prior to January 1, 2008, the allocable income with respect to Excess Aggregate Contributions of a Highly Compensated Employee shall include income during the period from the end of the Plan Year of the excess until distribution thereof and shall be determined by the Plan Administrator under any method permitted by Treasury Regulation Section 1.401(m)-2(b)(2)(iv) and any applicable Internal Revenue Service notices or rulings, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ accounts.

6.3 Limitations on Savings and Matching Contributions. The amounts contributed as Elective Deferrals and matching contributions shall be limited as follows:

(a) Actual Deferral Percentage:

(1) The Actual Deferral Percentage for the group of Highly Compensated Employees for a Plan Year shall not exceed the Actual Deferral Percentage for the group of all other eligible Employees for such Plan Year multiplied by 1.25, or

(2) the excess of the Actual Deferral Percentage for the group of Highly Compensated Employees for a Plan Year over the Actual Deferral Percentage for the group of all other eligible Employees for such Plan Year shall not exceed two (2) percentage points (or such lesser amount as may be required by section 6.3(c)); and the Actual Deferral Percentage for the group of Highly Compensated Employees for such Plan Year shall not exceed the Actual Deferral Percentage for the group of all other eligible Employees for such Plan Year multiplied by 2.0 (or such lesser amount as may be required by section 6.3(c)).

(b) Actual Contribution Percentage:

(1) The Actual Contribution Percentage for the group of Highly Compensated Employees for a Plan Year shall not exceed the Actual Contribution Percentage for the group of all other eligible Employees for such Plan Year multiplied by 1.25, or

(2) the excess of the Actual Contribution Percentage for the group of Highly Compensated Employees for a Plan Year over the Actual Contribution Percentage for the group of all other eligible Employees for such Plan Year shall

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not exceed two (2) percentage points (or such lesser amount as may be required by section 6.3(c)); and the Actual Contribution Percentage for the group of Highly Compensated Employees for such Plan Year shall not exceed the Actual Contribution Percentage for the group of all other eligible Employees for such Plan Year multiplied by 2.0 (or such lesser amount as may be required by section 6.3(c)).

(c) For purposes of this section 6.3, if two or more plans of an Employer to which elective salary reduction contributions, voluntary contributions, or matching contributions are made are elected by the Employer to be treated as one Plan for purposes of Section 410(b)(6) of the Code, such plans shall be treated as a single plan for purposes of determining the Actual Deferral Percentage and the Actual Contribution Percentage. For purposes of determining the Actual Deferral Percentages and the Actual Contribution Percentages for the group of Highly Compensated Employees and the group of all other eligible Employees, all Employees of the respective group who are directly or indirectly eligible to receive allocations of Elective Deferrals and/or matching contributions under the Plan for any portion of the Plan Year, and all Employees of the respective group who elect not to enter into salary reduction agreements pursuant to section 6.1 or whose eligibility to enter into salary reduction agreements has been suspended or otherwise limited because of an election not to participate, a withdrawal, a loan, or a restriction on Annual Additions as set forth in section 7.9, shall be included. For purposes of determining the Actual Deferral Ratio and the Actual Contribution Ratio for a Highly Compensated Employee, all cash or deferred arrangements in which the Employee is eligible to receive allocations of elective contributions and/or matching contributions shall be taken into account, except as otherwise provided by Treasury Regulation Sections 1.401(k)-2(a)(3)(ii)(B) and 1.401(m)-2(a)(3)(ii)(B).

6.4 Minimum Top Heavy Contribution. For each Plan Year in which this Plan is a Top Heavy Plan, an eligible Participant who is a Non-Key Employee, who is employed by an Employer on the last day of such Plan Year, and who is not a participant in the ESOP shall be entitled to receive a minimum contribution from his Employer for such Plan Year equal to three percent (3%) of his Section 415 Compensation (or, if less, the highest aggregate percentage of such Section 415 Compensation allocated to a Key Employee’s Savings Contributions Account and Matching Contributions Account hereunder, as well as his Employer contribution accounts under the ESOP and any other defined contribution plan maintained by such Employer or an Affiliate), regardless of whether such Plan Year constitutes a Year of Service for such Participant. For purposes of satisfying the three percent (3%) minimum contribution required under this section 6.4 or the ESOP, as applicable, Employer matching contributions shall be taken into account for purposes of calculating the minimum required contribution. Employer matching contributions that are used to satisfy the minimum contribution requirement shall be treated as matching contributions for purposes of the Actual Contribution Percentage test under section 6.3 and other requirements of Section 401(m) of the Code.

6.5 Forfeitures. Except as otherwise specifically provided in section 9.7 or otherwise in this Plan, any amount forfeited pursuant to the provisions of this Plan shall be used as soon as possible to reduce the matching contributions of an Employer under section 6.2. In the event that

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forfeitures subject to this section 6.5 exceed the amount that may be used to reduce matching contributions for the Plan Year, any additional forfeitures shall be used to increase matching contributions as provided in section 7.5(b).

6.6 Participant Contributions Generally Not Permitted; Special Rollover Contributions. The Plan Administrator shall not accept any voluntary after-tax Participant contributions or any rollover contributions (within the meaning of Section 402 of the Code). Notwithstanding the foregoing, to the extent permitted by the ESOP, funds may be transferred to this Plan from the ESOP on behalf of a Participant in connection with a diversification election under the terms of the ESOP.

6.7 Form and Timing of Contributions. Payments on account of the Elective Deferrals due from an Employer for any Plan Year shall be made in cash to the Primary Trustee. Payments on account of the matching contributions due from an Employer for any Plan Year (as well as any Employer contributions required pursuant to section 6.4) shall be made in cash to the Primary Trustee or in shares of common stock of the Company to the Publix Stock Fund Trustee. Such payments may be made by a contributing Employer at any time, but payment of the matching contributions for any Plan Year (as well as any Employer contributions required pursuant to section 6.4) shall be completed on or before the time prescribed by law, including extensions thereof, for filing such Employer’s federal income tax return for its taxable year with which or within which such Plan Year ends. Payment of any Elective Deferral shall be made as of the earliest date on which such Elective Deferral can reasonably be segregated from the Employer’s general assets; provided, however, that such payment shall be made no later than the fifteenth (15^th) business day of the month following the month in which the Elective Deferral is withheld from a Participant’s pay.

6.8 No Duty to Inquire. The Trustees shall have no right or duty to inquire into the amount of any contribution made by an Employer or the method used in determining the amount of any such contribution, or to collect the same, but the Trustees shall be accountable only for funds actually received by the Trustees.

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ARTICLE VII

Participants’ Accounts and Allocation of Contributions

7.1 Trust Fund. The assets of the Trusts shall constitute a fund or funds in which the Participants shall have undivided interests in accordance with the provisions described below.

7.2 Establishment of Accounts. The Plan Administrator shall establish and maintain with respect to each Participant two Accounts, designated as a Savings Contributions Account and a Matching Contributions Account. The Plan Administrator may also establish and maintain with respect to the portion of each Participant’s Accounts invested in the Publix Stock Fund, an Employer Securities Account and an Other Investments Account to reflect further the Participant’s interest in the Publix Stock Fund. The Plan Administrator may establish such additional Accounts as are necessary to reflect a Participant’s interest in the Trust Funds, including without limitation a Rollover Contribution Account in connection with any transfer from the ESOP as provided in section 6.6.

7.3 Interest of Participant. The interest of a Participant in the Trust Funds shall be the balance remaining from time to time in his Accounts after making the adjustments required in sections 7.4, 7.5, 7.6, and 7.7.

7.4 Allocation of Earnings. As of each applicable Valuation Date, each of a Participant’s Accounts shall be credited or charged, as the case may be, with a share of the Earnings of the Trust Funds for the Valuation Period ending with such current Valuation Date in accordance with the interest of each Participant, if any, in each Directed Investment Fund and the Publix Stock Fund. If the fund in question has a daily unit value, then Earnings shall be determined on that basis. Otherwise, Earnings shall be determined by the Plan Administrator on a weighted average basis, so that each Participant with a balance in such fund shall receive a pro- rata share of the Earnings of such fund, taking into account the period of time that each dollar invested in such fund has been so invested.

7.5 Allocation of Contributions. Subject to the provisions of section 7.9, each Participant’s Accounts shall be credited with contributions made as follows:

(a) The Savings Contributions Account of a Participant shall be credited with any Elective Deferrals made by his Employer on his behalf pursuant to section 6.1.

(b) The Matching Contributions Account of a Participant shall be credited with any matching contributions made by his Employer on his behalf pursuant to section 6.2. In addition, the Matching Contributions Account of a Participant shall be credited with any additional matching contributions made, pursuant to section 6.2(c) or section 6.5, with forfeitures in excess of amounts necessary to fund any matching contributions made pursuant to section 6.2. Any additional matching contributions shall be credited to each eligible Participant for whom Elective Deferrals are made during the Plan Year, and shall equal a uniform percentage of the amount of the Elective Deferrals made to the Plan by the Participant for the Plan Year; provided, however, that no additional matching contribution shall be made for a Participant with respect to any Plan Year for the portion

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of his Elective Deferrals that are in excess of six percent (6%) of the Participant’s Compensation for such Plan Year; and provided, further, that no additional matching contribution shall be required for the portion of a Participant’s Elective Deferrals subject to the refund requirements of sections 6.1(b) and 6.1(f). A Participant will not be entitled to share in the matching contributions or additional matching contributions unless he meets the requirements of section 6.2(b).

(c) For each Plan Year in which this Plan is a Top Heavy Plan, a Participant who is not a participant in the ESOP and who meets the additional eligibility requirements set forth in section 6.4 for such Plan Year shall be entitled to his share of the contribution provided pursuant to section 6.4. Any such contribution for a Plan Year shall be credited to the Matching Contributions Account of the Participant.

(d) The Rollover Contributions Account of a Participant shall be credited with any amounts transferred from the ESOP on behalf of the Participant.

7.6 Distributions. Each Participant’s Accounts shall be charged with the amount of any distribution made to, or withdrawal made by, the Participant or his beneficiary from his Accounts.

7.7 Other Adjustments.

(a) The Participants’ Employer Securities Accounts and Other Investments Accounts shall be further credited and charged with the proceeds of any short-term interim investments that may be made during periods prior to purchase dates for the acquisition of common stock of the Company by the Publix Stock Fund Trustee.

(b) The Participants’ Employer Securities Accounts and Other Investments Accounts shall be further adjusted to reflect purchases of the common stock of the Company with assets other than the common stock of the Company, and purchases of assets other than the common stock of the Company in connection with the sale of the common stock of the Company.

7.8 Accrual Method. For purposes of all computations required by this Article VII, the Trust Funds and the assets therein shall be valued at their fair market value as of each applicable Valuation Date. The Plan Administrator may adopt such additional accounting procedures as are necessary to accurately reflect each Participant’s interest in the Trust Funds. All such procedures shall be applied in a consistent nondiscriminatory manner.

7.9 Limitation on Allocation of Contributions.

(a) Notwithstanding anything contained in this Plan to the contrary, the aggregate Annual Additions to a Participant’s Accounts under this Plan and under any other defined contribution plans maintained by an Employer or an Affiliate for any Limitation Year shall not exceed the lesser of (i) $40,000 (as adjusted from time to time under applicable law) or (ii) 100% of the Participant’s Section 415 Compensation for such Limitation Year.

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(b) In the event that the Annual Additions, under the normal administration of the Plan, would otherwise exceed the limits set forth above for any Participant, or in the event that any Participant participates in more than one defined contribution plan maintained by any Employer or any Affiliate and the aggregate Annual Additions to all of such plans, under the normal administration of such plans, would otherwise exceed the limits provided by law, then the Plan Administrator shall take such actions, applied in a uniform and nondiscriminatory manner, as will keep the Annual Additions for such Participant from exceeding the applicable limits provided by law. Excess Annual Additions shall be disposed of as provided in section 7.9(c). Adjustments shall be made to this Plan, if necessary to comply with such limits, before any adjustments shall be required to any other Plan.

(c) For Limitation Years beginning before January 1, 2008, if as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s Section 415 Compensation, a reasonable error in determining the amount of Elective Deferrals that may be made, or other circumstances permitted under Section 415 of the Code, the Annual Additions attributable to Employer contributions for a particular Participant (including Elective Deferrals and matching contributions) would cause the limitations set forth in this section 7.9 to be exceeded, the excess amount shall be deemed first to consist of the Participant’s Elective Deferrals in excess of any amount subject to a matching contribution for the Plan Year, which excess shall be returned to the Participant. The remaining excess shall be deemed to consist of Elective Deferrals and corresponding matching contributions, in which case the excess Elective Deferrals shall be returned to such Participant and the corresponding matching contributions shall be held and allocated in the manner described below. Any excess amount attributable to matching contributions shall be held unallocated in a suspense account for the Limitation Year, used to reduce matching contributions on behalf of such Participant for the next Limitation Year, and allocated to such Participant in lieu of such reduced contribution as of the end of the next Limitation Year under the terms of section 7.5. Any such allocations shall be treated as Annual Additions to the Matching Contributions Account of the Participant in the Limitation Year that they are allocated in lieu of such reduced contributions. In the event that the Participant terminates his participation in this Plan before all of the amounts in a suspense account are allocated to his Matching Contributions Account, then such excess amounts shall be retained in such suspense account, to be reallocated to other Participants as of the end of the next Limitation Year and any succeeding Limitation Years until all amounts in the suspense account are exhausted. For Limitation Years beginning on or after January 1, 2008, Annual Additions that would cause the limitation set forth in this section 7.9 to be exceeded shall be corrected as permitted under the Employee Plans Compliance Resolution System maintained by the Internal Revenue Service.

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ARTICLE VIII

Benefits Under the Plan

8.1 Retirement Benefit.

(a) A Participant shall be entitled to retire from the employ of his Employer, regardless of whether the Participant has incurred a One Year Break in Service on such date, upon such Participant’s Normal Retirement Date. Except as otherwise provided in section 9.1(b)(2), until a Participant actually retires from the employ of his Employer, no retirement benefits shall be payable to him, and he shall continue to be treated in all respects as a Participant.

(b) Upon the retirement of a Participant as provided in section 8.1(a), such Participant shall be entitled to a retirement benefit in an amount equal to one hundred percent (100%) of the aggregate balances in his Accounts as of the date of distribution.

8.2 Disability Benefit.

(a) In the event that a Participant’s employment with his Employer is terminated by reason of his total and permanent disability, such Participant shall be entitled to a disability benefit in an amount equal to one hundred percent (100%) of the aggregate balances in his Accounts as of the date of distribution. Notwithstanding the foregoing provisions of this paragraph (a), in the event that a Participant’s employment with his Employer is terminated by reason of his total and permanent disability, he shall not become fully (100%) vested in his Accounts by virtue of such disability if, on the date of such termination:

(1) the Participant had incurred a One Year Break in Service during the computation period ending on the most recent Anniversary Date prior to such termination, or

(2) the Participant had reentered the employ of an Employer but had not yet become eligible to resume participation in the Plan under section 5.3 at the time of his termination.

(b) Total and permanent disability shall mean the total incapacity of a Participant to perform the usual duties of his employment with his Employer and will be deemed to have occurred only when certified by a Doctor of Medicine who is licensed to practice medicine in the State in which the Participant was employed by his Employer and who is acceptable to the Plan Administrator, and only if such proof is received by the Administrator within one hundred eighty (180) days after the date of the termination of such Participant’s employment.

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8.3 Severance of Employment Benefit.

(a) In the event a Participant’s employment with his Employer is terminated for reasons other than retirement, total and permanent disability or death, such Participant shall be entitled to a severance of employment benefit in an amount equal to his Vested Interests in the aggregate balances in his Accounts as of the date of distribution.

(b) (1) The Vested Interest of a Participant in his Matching Contributions Account shall be a percentage of the balance of such Matching Contributions Account as of the applicable date, based upon such Participant’s Years of Service as of the date of the termination of his employment, as follows:

TOTAL NUMBER OF YEARS OF SERVICE	VESTED INTEREST
Less than 3 Years of Service	0%
3 years or more	100%

     (2) Notwithstanding the provisions of section 8.3(b)(1), for any Plan Year in which this Plan is a Top Heavy Plan, a Participant’s Vested Interest in his Matching Contributions Account shall be a percentage of the balance of such Matching Contributions Account as of the applicable date, based upon such Participant’s Years of Service as of the date of the termination of his employment, as follows:

TOTAL NUMBER OF YEARS OF SERVICE	VESTED INTEREST
Less than 2 Years of Service	0%
2 years, but less than 3 years	20%
3 years, but less than 4 years	40%
4 years, but less than 5 years	60%
5 years, but less than 6 years	80%
6 years or more	100%

     (3) If at any time this Plan ceases to be a Top Heavy Plan after being a Top Heavy Plan for one or more Plan Years, the change from being a Top Heavy Plan shall be treated as if it were an amendment to the Plan’s vesting schedule for purposes of sections 14.1(c) and (e).

     (4) Notwithstanding the foregoing, a Participant’s Vested Interest in his Matching Contributions Account shall be one hundred percent (100%) upon the Participant attaining his Normal Retirement Date. A Participant’s Vested Interest in his Savings Contributions Account shall be one hundred percent (100%) regardless of the number of his Years of Service.

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      (5) Notwithstanding the foregoing, a Participant who was an Employee of the Company on December 31, 2005, and who became an employee of Publix Employees Federal Credit Union as of January 1, 2006, shall have a Vested Interest in his Matching Contributions Account of one hundred percent (100%) as of January 1, 2006.

(c) If the termination of employment results in five (5) consecutive One Year Breaks in Service, or if a Participant incurs five (5) consecutive One Year Breaks in Service while continuing his employment with an Employer or an Affiliate, then upon the occurrence of such five (5) consecutive One Year Breaks in Service, the nonvested interest of the Participant in his Matching Contributions Account shall be deemed to be forfeited and such forfeited amount shall be reallocated, pursuant to the provisions of sections 6.5 and 7.5(b), at the end of the Plan Year during which the fifth (5^th) such consecutive One Year Break in Service occurs. If the Participant is later reemployed by an Employer or an Affiliate, or if the Participant continues his employment with an Employer or an Affiliate, as the case may be, the unforfeited balance, if any, in his Matching Contributions Account that has not been distributed to such Participant shall be set aside in a separate account, and such Participant’s Years of Service after any five (5) consecutive One Year Breaks in Service shall not be taken into account for the purpose of determining the Vested Interest of such Participant in the balance of his Matching Contributions Account that accrued before such five (5) consecutive One Year Breaks in Service.

(d) (1) Notwithstanding any other provision of this section 8.3, if at any time a Participant is less than one hundred percent (100%) vested in his Matching Contributions Account and, as a result of his severance of employment, he receives his entire vested severance of employment benefit pursuant to the provisions of Article IX, then upon the occurrence of such distribution, the nonvested interest of the Participant in his Matching Contributions Account shall be deemed to be forfeited and such forfeited amount shall be reallocated, pursuant to the provisions of sections 6.5 and 7.5(b), at the end of the Plan Year immediately following or concurring with the date such distribution occurs.

      (2) If a Participant whose interest is forfeited under this section 8.3(d) is reemployed by an Employer or an Affiliate prior to the occurrence of five (5) consecutive One Year Breaks in Service commencing after his distribution, then such Participant shall have the right to repay to the Trust, before the date that is the earlier of (i) five (5) years after the Participant’s resumption of employment or (ii) the close of a period of five (5) consecutive One Year Breaks in Service, the full amount of the severance of employment benefit previously distributed to him, if any. If the Participant elects to repay such amount to the Trust within the time periods prescribed herein, the nonvested interest of the Participant previously forfeited pursuant to the provisions of this section 8.3(d) shall be restored to the Matching Contributions Account of the Participant, such restoration to be made from forfeitures of nonvested interests and, if necessary, by contributions of his Employer, so that the aggregate of the amounts repaid by the Participant and restored by the Employer shall not be less than the Account balances of the Participant at the time of forfeiture unadjusted by any subsequent gains or losses.

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(e) Notwithstanding any other provision of this section 8.3, if a Participant is reemployed by an Employer or an Affiliate and, as a result, no five (5) consecutive One Year Breaks in Service occur, the Participant shall not be entitled to any severance of employment benefit as a result of such termination of employment; provided, however, that nothing contained herein shall require or permit the Participant to return or otherwise have restored to his Matching Contributions Account any funds distributed to him prior to his reemployment and the determination that no five (5) consecutive One Year Breaks in Service would occur.

8.4 Death Benefit.

(a) In the event that a Participant’s employment with his Employer is terminated by reason of his death, his beneficiary shall be entitled to a death benefit in an amount equal to one hundred percent (100%) of the aggregate balance in his Accounts as of the date of distribution. In the event that a Participant dies after the termination of his employment, his beneficiary shall be entitled to a death benefit equal to the amount provided under section 8.1, 8.2 or 8.3, as the case may be, provided that any such death benefit shall be in lieu of the payment of any further benefit under this Article. Notwithstanding the foregoing provisions of this paragraph, in the event that a Participant’s employment with his Employer is terminated by reason of his death he shall not become fully (100%) vested in his Accounts as a result of such death if, on the date of such termination:

(1) the Participant had incurred a One Year Break in Service during the computation period ending on the most recent Anniversary Date prior to such termination, or

(2) the Participant had reentered the employ of an Employer but had not yet become eligible to resume participation in the Plan under section 5.3 at the time of his termination.

(b) Subject to the provisions of section 8.4(c), at any time and from time to time, each Participant shall have the unrestricted right to designate a beneficiary to receive his death benefit and to revoke any such designation. Each designation or revocation shall be evidenced by written instrument signed by the Participant and filed with the Plan Administrator. If the Participant designates two or more beneficiaries, but fails to specify the portion that each beneficiary is to receive, they shall share equally. In the event that a Participant has designated two or more beneficiaries, and one or more (but less than all) of such beneficiaries predecease the Participant, then, absent a specific designation by the Participant to the contrary, the surviving designated beneficiary or beneficiaries shall split the deceased beneficiary’s or beneficiaries’ share on a pro-rata basis (based upon the percentages designated by the Participant). In the event that a Participant has not designated a beneficiary or beneficiaries, or if for any reason such designation shall be legally ineffective, or if such beneficiary or all such beneficiaries

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shall predecease the Participant, then the Participant’s surviving Eligible Spouse, and if none, then the estate of such Participant shall be deemed to be the beneficiary designated to receive such death benefit, or if no personal representative is appointed for the estate of such Participant and no court order authorizes a distribution pursuant to applicable state law, then his next of kin under the statute of descent and distribution of the state in which the Participant was domiciled at the time of his death shall be deemed to be the beneficiary or beneficiaries to receive such death benefit.

(c) Notwithstanding the foregoing, if the Participant is married for not less than one year as of the date of his death, the Participant’s surviving Eligible Spouse shall be deemed to be his designated beneficiary and shall receive the full amount of the death benefit attributable to the Participant unless the Eligible Spouse consents or has consented to the Participant’s designation of another beneficiary. Any such consent to the designation of another beneficiary must acknowledge the effect of the consent, must be witnessed by a Plan representative or by a notary public and shall be effective only with respect to that Eligible Spouse. An Eligible Spouse’s consent shall be a restricted consent (which may not be changed as to the beneficiary unless the Eligible Spouse consents to such change in the manner described herein). Notwithstanding the preceding provisions of this section 8.4(c), a Participant shall not be required to obtain spousal consent to his designation of another beneficiary if the Participant is legally separated or the Participant has been abandoned, and the Participant provides the Plan Administrator with a court order to such effect.

ARTICLE IX

Form and Payment of Benefits, Withdrawals

9.1 Time for Distribution of Benefits.

(a) Except as otherwise provided under this Article IX:

(1) the amount of the benefit to which a Participant is entitled under sections 8.1, 8.2, or 8.3 shall be paid to him beginning as soon as practicable following the Participant’s retirement, total and permanent disability, or severance of employment, as the case may be; and

(2) the amount of the benefit to which a Participant is entitled under section 8.4 shall be paid to the Participant’s beneficiary or beneficiaries, beginning as soon as practicable following the Participant’s death; provided, however, that with respect to a death benefit of more than $5,000 for a beneficiary, such benefit shall be paid in a lump sum:

(A) in the case that the designated beneficiary is the Participant’s surviving spouse, at the time the Participant would have reached age 70 ¹/2; and

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(B) in any other case, approximately five (5) years from the date of the Participant’s death, but in no event later than December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

Notwithstanding the foregoing, any beneficiary whose benefits are subject to subsection 9.1(a)(2)(A) or (B) may make an irrevocable election to receive the benefit payable to him at any time before the date of distribution described above.

(b) Unless the Participant otherwise elects, any distribution paid to a Participant pursuant to section 9.1(a) shall commence not later than the earlier of:

(1) the 60th day after the last day of the Plan Year in which the Participant’s employment is terminated or, if later, in which occurs the Participant’s Normal Retirement Date subject, in either case, to the provisions of section 9.1(c); or

(2) April 1 of the year immediately following the calendar year in which the Participant reaches age 70 ¹/2 or retires, whichever is later; provided, however, that a Participant who is a five percent (5%) owner (as defined in Section 416 of the Code) shall commence receiving payment of his retirement benefit no later than April 1 after the end of the calendar year in which he attains age 70 ¹/2 even if he has not actually retired from the employ of his Employer at the time.

(c) Notwithstanding the foregoing, no distribution shall be made of the benefit to which a Participant is entitled under section 8.1, 8.2, or 8.3 prior to the Participant’s 62^nd birthday unless the value of his benefit does not exceed $1,000 or unless the Participant consents to the distribution. The Plan Administrator shall provide each Participant entitled to a distribution of more than $1,000 with a written notice of his rights, which shall include an explanation of the alternative dates for distribution of benefits and the optional forms of benefit available to the Participant. The Participant may elect to exercise such rights, no less than thirty (30) days and no more than one hundred eighty (180) days before the first date upon which distribution of the Participant’s Vested Interest in the Accounts may be made; provided, however, that such distribution may commence less than thirty (30) days after the provision of the notice if the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and if the Participant, after receiving the notice, affirmatively elects a distribution. In the event that a Participant does not consent to a distribution of a benefit in excess of $1,000 to which he is entitled under section 8.1, 8.2, or 8.3, the amount of his benefit shall commence to be paid to the Participant not later than sixty (60) days after the last day of the Plan Year in which the Participant reaches his 62^nd birthday.

(d) Notwithstanding the foregoing, (i) benefit payments shall satisfy the incidental death benefit requirements and all other applicable provisions of Section 401(a)(9)(G) of the Code, the regulations issued thereunder (including Regulation Section

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1.401(a)(9)-5(d)), and such other rules thereunder as may be prescribed by the Commissioner, and (ii) distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(e) Notwithstanding the other provisions of this Plan, in the event that an alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code, should die before receiving the entire balance under the Accounts established for such alternate payee, then the balance in his Accounts as of the date of distribution shall be distributed to the beneficiary or beneficiaries of the alternate payee (as determined in accordance with the provisions of section 8.4) as soon as practicable following the death of the alternate payee, unless and to the extent that the Qualified Domestic Relations Order provides otherwise.

9.2 Manner and Form of Payment.

(a) The amount of any benefit to which a Participant is entitled under Article VIII hereof shall be paid to him in cash in the form of a lump sum; provided, however, that at the request of the Participant or, in case such Participant has died, at the request of his beneficiary or beneficiaries, the portion of any distributable benefit attributable to the Participant’s Employer Securities Accounts shall be distributable, to the extent possible, in shares of common stock of the Company, except that no fractional share shall be issued and the value of any fractional share to which a Participant would otherwise be entitled shall be paid in cash. For distributions of benefits of $1,000 or less ($5,000 or less in the case of a beneficiary of a deceased Participant), the Administrator shall have no obligation to contact the Participant or his beneficiary or beneficiaries with respect to any such election regarding in-kind distributions of the Participant’s Employer Securities Accounts. For all purposes of this Article IX, it is understood that a “lump sum” may include two or more payments in order to permit the Plan Administrator to obtain the cash needed to make a distribution in cash with respect to whole or fractional shares held in a Participant’s Employer Securities Accounts by selling the shares on the next permitted sales date as determined from time to time by the Plan Administrator in accordance with the provisions of section 10.4.

(b) If a Participant or his beneficiary elects to receive some or all of the Participant’s distributable benefit attributable to the Participant’s Employer Securities Accounts in shares of common stock of the Company, then all shares acquired as a result thereof, including without limitation all such shares acquired by transfer under this section 9.2 or otherwise from any person so receiving such shares, shall be subject to the following restrictions (with each stockholder with respect to such shares being referred to as an “Owner”), and any election to receive common stock of the Company under this Plan shall be conditioned on the recipient agreeing to be bound by the provisions of this section 9.2:

(1) except as provided by section 9.2(d), no sale, transfer, or other disposition of such shares for consideration shall be made by an Owner to any

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person other than to the Company pursuant to section 9.2(c), and all other such attempted or actual sales, transfers or dispositions shall be void and without effect;

(2) an Owner may transfer such shares by gift (as long as the gift is consistent with the Owner’s acquisition of the shares solely for investment and not with any intent to resell or distribute the shares), testamentary disposition, or intestate succession to any person, which person shall thereupon become an Owner, with the transferred shares being subject to all the restrictions imposed on the transfer or other disposition of shares by this section 9.2 and any election documents; however, an Owner may not transfer shares to the Owner and another person (other than the Owner’s spouse) as joint owners;

(3) all certificates representing such shares shall contain a restrictive legend indicating that their transfer is restricted by the terms of this Plan and (if correct at the time of issuance or transfer) that the shares are not registered under federal or state securities laws.

(c) Subject to the right of the Board of Directors in its sole discretion to discontinue or modify its repurchase program or any part of it with respect to any person or all persons for any reason or for no reason at any time or from time to time, the Company agrees to repurchase any and all shares held by an Owner, upon demand, that were acquired pursuant to this Plan. Subject to change or modification at any time and from time to time by the Board of Directors, if the Owner’s demand occurs during an “Offering Period” (as such term is defined in the Company’s Employee Stock Purchase Plan (the “ESPP”), the repurchase price shall be the purchase price for the shares under the ESPP for such Offering Period; and if the Owner’s demand occurs at a time that is not during an Offering Period, the repurchase price shall be the purchase price for the shares in effect during the immediately preceding Offering Period.

(d) The Company will notify the Owner, no later than thirty (30) days after the Company receives a demand of the Owner under section 9.2(c) for the repurchase by the Company, if the Board of Directors has discontinued or modified the repurchase program and as a result thereof the Company declines to repurchase the shares in accordance with the provisions of

section 9.2(c). Upon receipt of such notice, the Owner shall be free to resell the shares to a third person as long as such resale takes place within ninety (90) days after receipt of such notice from the Company; provided, however, that the transferee of the Owner shall thereupon become an Owner for purposes of the Plan and the acquired shares shall continue to be subject to all the restrictions imposed on the transfer or other disposition of shares by this section 9.2 and any election documents; and provided further, that before any resale under this section 9.2(d) shall be effected, such transferee may be required by the Company to execute an agreement consenting to the continuation of such restrictions. If the resale does not take place prior to the end of such ninety (90) day period, all the provisions of this section 9.2 shall reattach to the shares of the Owner and the Owner may no longer resell the shares without again complying with the provisions of this section 9.2.

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(e) In the event that distribution to the Participant commences under section 9.1(b)(2), the minimum amount that will be distributed for each distribution calendar year during the Participant’s lifetime is the lesser of:

(1) the quotient obtained by dividing the amount of the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(2) if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s surviving spouse, the quotient obtained by dividing the amount of the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

Required minimum distributions will be determined under this section 9.2(e) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(f) For purposes of section 9.2(e), the following definitions shall apply:

(1) “Designated beneficiary” shall refer to the individual who is designated as the beneficiary under section 8.4 and is the designated beneficiary in accordance with Section 401(a)(9) of the Code and the applicable Treasury regulations issued with respect thereto.

(2) “Distribution calendar year” shall refer to a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(3) “Participant’s Account balance” shall refer to the Account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (the “valuation calendar year”), adjusted as follows: (i) the Account balance is increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the Valuation Date; and (ii) the Account balance is decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts

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rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(4) “Required beginning date” shall refer to the date specified in section 9.1(b)(2).

9.3 Periodic Adjustments. To the extent the balance of a Participant’s Accounts has not been distributed and remains in the Plan, and notwithstanding anything contained in the Plan to the contrary, the value of such remaining balance shall be subject to adjustment from time to time pursuant to the provisions of Article VII.

9.4 Withdrawals After Age 59 ¹/2.

(a) Upon reaching age 59 ¹/ 2, a Participant who is actively employed by an Employer may apply to the Administrator for the withdrawal of all or a portion of his Savings Contributions Account and his vested Matching Contributions Account. All amounts withdrawn shall be paid to the Participant in cash; provided, however, that at the request of the Participant, the portion of any requested withdrawal attributable to and to be paid from the Participant’s Employer Securities Accounts shall be distributable, to the extent possible, in shares of common stock of the Company, except that no fractional share shall be issued and the value of any fractional share to which a Participant would otherwise be entitled shall be paid in cash.

(b) The Administrator shall direct the Trustee to distribute to a Participant who has applied for such a withdrawal the amount requested, which amount shall be withdrawn first from the Participant’s Accounts excluding the portion held in Employer Securities Accounts and then from the Participant’s Employer Securities Accounts.

(c) Notwithstanding the preceding provisions of this section 9.4, any Participant who is an officer, director or ten percent (10%) shareholder of the Company, and any other Participant who is required to file reports under Section 16(b) of the Securities Exchange Act of 1934, shall be prohibited from withdrawing any portion of his Accounts held in Employer Securities Accounts.

(d) The Administrator shall establish additional uniform and nondiscriminatory rules and procedures regarding the distribution of benefits pursuant to this section.

9.5 Direct Rollover Distributions. Notwithstanding any provision of the Plan to the contrary, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have all or any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. In the event that a Distributee elects to have only a portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan, the portion must not be less than $500 (as adjusted from time to time under applicable law).

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9.6 Distribution for Minors. Notwithstanding the foregoing, no distribution shall be made of the benefit to which a Participant or beneficiary is entitled if the Plan Administrator has actual knowledge that such Participant or beneficiary is legally incompetent, by age or otherwise, to receive such benefit, until either:

(a) a legal guardian has been appointed to receive and account for such benefit to and on behalf of the Participant or beneficiary, or

(b) another person is legally entitled to receive such benefit on behalf of the Participant or beneficiary and payment to such person will discharge the Plan’s obligation to the Participant or beneficiary.

Notwithstanding the foregoing, if the law of the applicable state permits distribution to a natural guardian of the child, then the Plan Administrator is authorized to make the distribution to a natural guardian where applicable (e.g., Florida Statute Section 744.301). A payment made on behalf of a minor beneficiary pursuant to the provisions of this section 9.6 shall fully discharge the Trustees, the Employer, and the Plan from further liability on account thereof.

9.7 Location of Participant or Beneficiary Unknown. In the event that all, or any portion, of the distribution payable to a Participant or his beneficiary hereunder shall, at the expiration of two (2) years after it shall become payable, remain unpaid solely by reason of the inability of the Administrator to ascertain the whereabouts of such Participant or his beneficiary despite the reasonable effort of the Administrator to locate such Participant or his beneficiary, the amount so distributable shall be treated as a forfeiture pursuant to the Plan. In the event a Participant or his beneficiary is located subsequent to the reallocation of the forfeiture, the amount forfeited (without earnings or other adjustment) shall be immediately restored to the Accounts of the Participant or beneficiary, such restoration to be made from forfeitures and, if necessary, by contributions of his Employer. Restoration under this section 9.7 shall constitute the first use of forfeitures in a year, and the forfeitures available for allocation under section 6.5 shall be reduced accordingly.

9.8 Qualified Domestic Relations Order. An alternate payee who is entitled to benefits pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code shall be entitled to receive payment of such benefits at the time specified in such order, whether or not the Participant has attained his earliest retirement age (within the meaning of Section 414(p)(4)(B) of the Code). Payment shall be made pursuant to such an order, to the extent provided therein, as soon as practicable after the Plan Administrator has determined the order to be a Qualified Domestic Relations Order.

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ARTICLE X

Designated Investments

10.1 Selection of Investment Funds. The Plan Administrator shall select three or more mutual or collective funds to be available to Participants for the investment of their Accounts. The available funds shall initially include at least one fund meeting the description below for Fund A, at least one fund meeting the description below for Fund B, and at least one fund meeting the description below for Fund C or Fund D. The Plan Administrator shall have the power to add or modify categories from time to time; provided however, that any modified categories of funds shall have at least as much diversity as the categories of funds set forth below:

(a) Fund A – a money market or stable asset fund, which fund shall consist primarily of investment contracts issued by insurance companies, banks, and other financial institutions, commercial paper, US Government or federal agency obligations, short-term corporate obligations, bank certificates of deposit and/or other types of short maturity investments;

(b) Fund B – a bond fund, which fund shall consist primarily of United States treasury and agency bonds, notes and bills, corporate debt securities, mortgage and other asset-based securities, money market instruments, and/or types of comparable investments;

(c) Fund C – a balanced income and growth fund, which fund shall consist primarily of governmental and corporate bonds, common and preferred stocks, and other investments; and

(d) Fund D – an equity fund, which fund shall consist primarily of common stock and other equity investments.

In addition, the Plan Administrator shall offer to Participants a Publix Stock Fund, which fund shall consist solely of common stock of the Company, except to the extent that cash contributions from Participants and/or the Company, loan payments from Participants, or the sales proceeds from the liquidation of other Participant-directed investments are held in the Other Investments Account of a Participant awaiting to be processed and invested in common stock of the Company on the next date the Plan is scheduled to purchase common stock of the Company from the Company and other Accounts.

10.2 Designation Procedure. From time to time, a Participant may separately elect (including by voice response, Internet, or other electronic means) to have future Elective Deferrals and existing Account balances invested in the available investment funds in the percentages designated by the Participant. The elections shall be made in accordance with such uniform and nondiscriminatory rules as may be adopted from time to time by the Plan Administrator. Any such election shall be effective as soon as administratively practicable after the receipt by the Trustee of directions from the Administrator or the Participant.

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10.3 Failure to Designate. If a Participant does not specifically designate the investments for his Accounts, the Accounts shall be invested in such fund as may be selected by the Plan Administrator.

10.4 Procedures and Restrictions. Except as otherwise provided herein, the Plan Administrator shall establish uniform procedures regarding Participant investment directions, which procedures shall be communicated to all Participants. The Plan Administrator, at its sole discretion, may prohibit, or otherwise restrict, the optional investment of Account balances in the Publix Stock Fund by any officer, director or ten percent (10%) shareholder of the Company, or any other Participant who is required to file reports under Section 16(b) of the Securities Exchange Act of 1934, in order to prevent a violation of federal law or an undue administrative burden upon the Plan Administrator. Without limitation on the foregoing, the Plan Administrator shall have the authority to impose reasonable fees or restrictions on trading frequency with respect to any of the investment funds if it deems such fees or restrictions to be in the best interest of Participants who are long-term investors in such investment funds or if the sponsors of such investment funds require such restrictions.

10.5 Other Accounts. Notwithstanding the other provisions of this Article X, a Participant’s Matching Contributions Account shall initially (after contribution or upon restoration of forfeitures) be invested solely in the Publix Stock Fund. Thereafter, a Participant may designate the percentage of his Matching Contribution Account to be allocated to any fund under the same terms as Elective Deferrals under section 10.2. A Participant may designate in accordance with section 10.2 the investment of assets that are then temporarily being held in his Other Investments Account at any time prior to the date of the purchase of common stock of the Company with such funds, in which event such funds will no longer be part of the Publix Stock Fund.

10.6 Other Fiduciary Obligations. In addition to the other fiduciary responsibilities assigned to the Plan Administrator pursuant to this Article X, and not in limitation thereof, the Administrator shall be responsible for determining the investment objectives and philosophy of the Plan, the selection and appointment of investment managers (who shall be qualified investment managers within the meaning of ERISA), and carrying out (or appointing agents, including third party administrators, to carry out) the investment directions given by Participants under this Article X.

ARTICLE XI

Loans to Participants

11.1 Availability of Loans.

(a) The Plan Administrator, in accordance with its uniform nondiscriminatory policy, may direct the Trustee, upon application of a Participant who is actively employed by an Employer, to make a loan to such Participant out of his Accounts, excluding any portion of the Accounts held in his Employer Securities Account within the Publix Stock Fund. Any such loan to a Participant shall be considered a designated investment under Article X and without limitation shall be subject to the provisions of Article X.

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(b) Until otherwise directed by the Administrator, the Vice President of Benefits Administration shall be authorized to coordinate the loan program set forth herein.

(c) The amount advanced, when added to the outstanding balance of all other loans to the Participant from any qualified retirement plan adopted by the Participant’s Employer or an Affiliate, may not exceed the lesser of:

(1) $50,000, reduced by the excess, if any, of:

(A) the Participant’s highest aggregate outstanding balance of all loans from the Plan (or any other qualified retirement plan adopted by the Participant’s Employer or an Affiliate) during the one (1) year period ending on the day before the date on which the loan is made, over

(B) the aggregate outstanding balance of all loans from any qualified retirement plan adopted by the Participant’s Employer or an Affiliate on the date on which the loan is made; or

(2) fifty percent (50%) of the vested balance of the Participant’s Savings Contribution and Matching Contributions Accounts; or

(3) one hundred percent (100%) of the balance of the Participant’s Savings Contributions and Matching Contributions Accounts, excluding the portion, if any, held in his Employer Securities Account within the Publix Stock Fund.

(d) The minimum amount that may be borrowed by the Participant shall be $1,000, or the entire balance of the Participant’s Accounts available for loans if such entire balance was in excess of $1,000 at the time of the Participant’s request for the loan but is less than $1,000 at the time the loan is disbursed.

(e) The Participant shall not be permitted to obtain more than one loan in any Plan Year.

(f) The Participant shall not be permitted to maintain more than one loan at any time, and there shall be a thirty (30) day waiting period between the termination and payoff of a loan and the initiation of another loan.

(g) Any legal and administrative costs incurred by the Plan Administrator or the Primary Trustee as a result of a loan, or application for a loan, shall be paid by the Participant who received or applied for such loan.

11.2 Time and Manner of Repayment. Any loan made under this Article shall be repayable to the Trust at such times and in such manner as may be provided by the Administrator, subject to the following limitations:

(a) Each loan shall be secured by fifty percent (50%) of the Vested Interest of the Participant in his Accounts. The Administrator shall not accept any other form of security. Each Participant shall agree to have each required loan payment deducted from his pay and remitted to the Trustee.

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(b) Each loan shall bear interest at a reasonable rate and shall provide for substantially level amortization of principal and interest no less frequently than quarterly. The interest rate charged shall be comparable to the rate charged by commercial lending institutions in the region in which the Employer is located for comparable loans as determined by the Primary Trustee at the time the loan is approved.

(c) Each loan may be pre-paid at any time after the completion of a ninety (90) day period.

(d) Each loan shall be repaid within a five (5) year period of time.

11.3 Default. In the event of default, the Trustees, at the direction of the Administrator, may proceed to collect said loan with any legal remedy available, including reducing the amount of any distribution permitted under Article VIII by the amount of any such loan that may be due and owing as of the date of distribution or any other action that may be permitted by law. “Events of Default” shall include any failure to make a payment of principal or interest attributable to the loan when due; failure to perform or to comply with any obligations imposed by any agreement executed by the Participant securing his loan obligation; and any other conditions or requirements set forth within a promissory note or security agreement that may be required in order to ensure that the terms of the loan are consistent with commercially reasonable practices. This section 11.3 shall be interpreted in a manner consistent with Treasury Regulations Section 1.72(p)-1, including, but not limited to, the maintenance of a cure period as permitted under Q&A 10.

ARTICLE XII

Trust Funds

12.1 Agreements and Declarations of Trust. The Primary Trust Fund shall be held by State Street Bank and Trust Company, as Primary Trustee, or by a successor trustee or trustees, for use in accordance with the Plan under its Agreement and Declaration of Trust. The Employer Securities Accounts portion of the Publix Stock Fund shall be held by Tina P. Johnson, as Publix Stock Fund Trustee, or by a successor trustee or trustees, for use in accordance with the Plan under its Agreement and Declaration of Trust. The Agreements and Declarations of Trust may from time to time be amended in the manner therein provided. Similarly, the Trustees may be changed from time to time in the manner provided in the Agreements and Declarations of Trust.

12.2 Separate Funds. The Primary Trustee shall maintain the Primary Trust Fund, which shall include all assets other than those held in the Employer Securities Accounts portion of the Publix Stock Fund. The Publix Stock Fund Trustee shall maintain the trust fund consisting of the Employer Securities Accounts portion of the Publix Stock Fund.

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ARTICLE XIII

Expenses of Administration of the Plan and the Trust Funds

The Company shall bear all expenses of implementing this Plan and the Trusts. For its services, any corporate trustee shall be entitled to receive reasonable compensation in accordance with its rate schedule in effect from time to time for the handling of a retirement trust. Any individual Trustee shall be entitled to such compensation as shall be arranged between the Company and the Trustee by separate instrument; provided, however, that no person who is already receiving full-time pay from any Employer or any Affiliate shall receive compensation from the Trust Funds (except for the reimbursement of expenses properly and actually incurred). The Company may, in its sole discretion, pay all expenses of the administration of the Trust Funds, including the Trustee’s compensation, the compensation of any investment manager, the expense incurred by the Administrator in discharging its duties, all income or other taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust Funds, and any interest that may be payable on money borrowed by the Trustee for the purpose of the Trust, and any Employer may pay such expenses as relate to Participants employed by such Employer. Any such payment by the Company or an Employer shall not be deemed a contribution to this Plan. Such expenses shall be paid out of the assets of the Trust Funds unless paid or provided for by the Company or another Employer. Any and all expenses (including, without limitation, brokerage fees, closing costs, liabilities arising from the ownership or management of specific properties, and income and other taxes) incurred in connection with the investments of the Directed Investment Funds or the Publix Stock Fund, which are paid from the assets of the Trust Funds, shall be charged solely against, and paid solely from, the Fund to which such investment is attributable. Notwithstanding anything contained herein to the contrary, no excise tax or other liability imposed upon any Trustee, the Plan Administrator or any other person for failure to comply with the provisions of any federal law shall be subject to payment or reimbursement from the assets of either Trust. Notwithstanding the foregoing, the Plan Administrator shall have the authority to charge a reasonable fee to a specific Participant or beneficiary for any legal and administrative costs incurred by the Plan Administrator or the Primary Trustee related to such specific Participant or beneficiary, but only in the following situations:

(a) such Participant is otherwise entitled to a retirement benefit under sections 8.1(b), 8.2 or 8.3 and he elects to leave his Accounts in the Plan for distribution at a later date;

(b) a death beneficiary who is otherwise entitled to a death benefit under section 8.4 and he elects to leave his Accounts in the Plan for distribution at a later date; and

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(c) an alternate payee who is entitled to benefits pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code regardless of the distribution time period specified in such order.

ARTICLE XIV

Amendment and Termination

14.1 Restrictions on Amendment and Termination of the Plan. It is the present intention of the Company to maintain the Plan set forth herein indefinitely. Nevertheless, the Company specifically reserves to itself the right at any time and from time to time to amend or terminate this Plan in whole or in part; provided, however, that no such amendment:

(a) shall have the effect of vesting in any Employer, directly or indirectly, any interest, ownership or control in any of the present or subsequent funds held subject to the terms of the Trusts;

(b) shall cause or permit any property held subject to the terms of the Trusts to be diverted to purposes other than the exclusive benefit of the Participants and their beneficiaries or for the administrative expenses of the Plan Administrator and the Trusts;

(c) shall reduce any Vested Interest of a Participant on the later of the date the amendment is adopted or the date the amendment is effective, except as permitted by law;

(d) shall reduce the Accounts of any Participant;

(e) shall amend any vesting schedule with respect to any Participant who has at least three (3) Years of Service at the end of the election period described below, except as permitted by law, unless each such Participant shall have the right to elect to have the vesting schedule in effect prior to such amendment apply with respect to him, such election, if any, to be made during the period beginning not later than the date the amendment is adopted and ending no earlier than sixty (60) days after the latest of the date the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by his Employer or the Plan Administrator; or

(f) shall increase the duties or liabilities of any Trustee without its written consent.

14.2 Amendment of Plan. Subject to the limitations stated in section 14.1, the Company shall have the power to amend this Plan in any manner that it deems desirable, and, not in limitation but in amplification of the foregoing, it shall have the right to change or modify the method of allocation of contributions hereunder, to change any provision relating to the administration of this Plan, and to change any provision relating to the distribution or payment, or both, of any of the assets of the Trusts.

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14.3 Termination of Plan. Any Employer, in its sole and absolute discretion, may permanently discontinue making contributions under this Plan or may terminate this Plan and the Trusts (with respect to all Employers if it is the Company, or with respect to itself alone if it is an Employer other than the Company), completely or partially, at any time without any liability whatsoever for such permanent discontinuance or complete or partial termination. In any of such events, the affected Participants, notwithstanding any other provisions of this Plan, shall have fully Vested Interests in the amounts credited to their respective Accounts at the time of such complete or partial termination of this Plan and the Trusts or permanent discontinuance of contributions. All such Vested Interests shall be nonforfeitable.

14.4 Method of Discontinuance. In the event an Employer decides to permanently discontinue making contributions, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustees. All of the assets in the Trust Funds belonging to the affected Participants on the date of discontinuance specified in such resolutions shall, aside from becoming fully vested as provided in section 14.3, be held, administered and distributed by the Trustees in the manner provided under this Plan. In the event of a permanent discontinuance of contributions without such formal documentation, full vesting of the interests of the affected Participants in the amounts credited to their respective Accounts will occur on the last day of the Plan Year in which a substantial contribution is made to the Trust.

14.5 Method of Termination.

(a) In the event an Employer decides to terminate this Plan and the Trusts, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustees. After payment of all expenses and proportional adjustments of individual accounts to reflect such expenses and other changes in the value of the Trust Funds as of the date of termination, each affected Participant (or the beneficiary or beneficiaries of any such Participant) shall be entitled to receive, provided that the requirements set forth in section 14.5(b) are met, any amount then credited to his Accounts in a lump sum.

(b) In the event this Plan is terminated, distributions may not be made as a result thereof unless the Plan has been completely terminated and the Company or any Affiliate does not establish or maintain an alternative defined contribution plan (within the meaning of Section 401(k)(10) of the Code and Treasury Regulations Section 1.401(k)-1(d)(4)(i)), unless the law otherwise permits the distribution.

(c) At the election of the Participant, the Plan Administrator may transfer the amount of any Participant’s distribution under this section 14.5 to an Eligible Retirement Plan in accordance with the procedures of section 9.5 instead of distributing such amount to the Participant. Any such election by a Participant shall be in writing and filed with the Plan Administrator.

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ARTICLE XV

Miscellaneous

15.1 Merger or Consolidation. This Plan and the Trusts may not be merged or consolidated with, and the assets or liabilities of this Plan and the Trusts may not be transferred to, any other plan or trust unless each Participant would receive a benefit immediately after the merger, consolidation, or transfer, if the plan and trusts then terminated, that is equal to or greater than the benefit the Participant would have received immediately before the merger, consolidation, or transfer if this Plan and the Trusts had then terminated.

15.2 Alienation.

(a) Except as otherwise provided in this section 15.2 or in Article XI, no Participant or beneficiary of a Participant shall have any right to assign, transfer, appropriate, encumber, commute, anticipate, or otherwise alienate his interest in this Plan or the Trusts or any payments to be made thereunder; no benefits, payments, rights, or interests of a Participant or beneficiary of a Participant of any kind or nature shall be in any way subject to legal process to levy upon, garnish, or attach the same for payment of any claim against the Participant or beneficiary of a Participant; and no Participant or beneficiary of a Participant shall have any right of any kind whatsoever with respect to the Trusts, or any estate or interest therein, or with respect to any other property or right, other than the right to receive such distributions as are lawfully made out of the Trusts, as and when the same respectively are due and payable under the terms of this Plan and the Trusts.

(b) Notwithstanding the provisions of section 15.2(a), the Plan Administrator shall direct the Trustees to make payments pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code. The Administrator shall establish procedures consistent with Section 414(p) of the Code to determine if any order received by the Administrator or any other fiduciary of the Plan is a Qualified Domestic Relations Order.

(c) Notwithstanding the provisions of section 15.2(a), the Plan Administrator shall direct the Trustees to comply with the lawful terms of a levy of the Internal Revenue Service.

(d) Effective August 5, 1997, the provisions of section 15.2(a) shall not apply to any offset of a Participant’s benefits provided under the Plan against an amount that the Participant is ordered or required to pay to the Plan if:

(1) the order or requirement to pay arises:

(A) under a judgment of conviction for a crime involving the Plan,

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(B) under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA, or

(C) pursuant to a settlement agreement between the Secretary of Labor and the Participant, or a settlement agreement between the Pension Benefit Guaranty Corporation and the Participant, in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA by a fiduciary or any other person; and

(2) the judgment, order, decree, or settlement agreement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant’s benefits provided under the Plan.

15.3 Governing Law. This Plan shall be administered, construed, and enforced according to the laws of the State of Florida, except to the extent such laws have been expressly preempted by federal law.

15.4 Action by Employer. Whenever the Company or another Employer under the terms of this Plan is permitted or required to do or perform any act, it shall be done and performed by or at the direction of the Board of Directors of the Company or such other Employer (or the Executive Committee as authorized by the Board) and shall be evidenced by proper resolution of such Board of Directors (or the Executive Committee as authorized by the Board) certified by the Secretary or Assistant Secretary of the Company or such other Employer.

15.5 Alternative Actions. In the event it becomes impossible for the Company, another Employer, the Plan Administrator, or the Trustees to perform any act required by this Plan, then the Company, such other Employer, the Administrator, or the Trustees, as the case may be, may perform such alternative act that most nearly carries out the intent and purpose of this Plan.

15.6 Gender. Throughout this Plan, and whenever appropriate, the masculine gender shall be deemed to include the feminine and neuter; the singular, the plural; and vice versa.

15.7 Veterans’ Reemployment Rights. Notwithstanding any provision of this Plan to the contrary, effective as of December 12, 1994, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

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IN WITNESS WHEREOF, this Amendment and Restatement has been executed this 22^nd day of January, 2008.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ Linda S. Kane	By:	/s/ William E. Crenshaw
	Linda S. Kane, Assistant Secretary		William E. Crenshaw, President

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EX-21

Exhibit 21

PUBLIX SUPER MARKETS, INC.

Subsidiaries of the Registrant

Publix Alabama, LLC (filed in Alabama)

Publix Asset Management Company (filed in Florida)

PublixDirect, LLC (filed in Florida)

Publix Tennessee, LLC (filed in Florida)

Crispers, LLC (filed in Florida)

Lone Palm Golf Club, LLC (filed in Florida)

Morning Song, LLC (filed in Florida)

PTO, LLC (filed in Florida)

Real Sub, LLC (filed in Florida)

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Publix Super Markets, Inc.:

We consent to the incorporation by reference in the registration statements (No. 033-55867, No. 333-62705, No. 333-63544 and No. 333-147049) on Form S-8 of Publix Super Markets, Inc. of our reports dated February 25, 2008, with respect to the consolidated balance sheets of Publix Super Markets, Inc. as of December 29, 2007 and December 30, 2006, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the fiscal years in the three-year period ended December 29, 2007, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 29, 2007, which reports appear in the December 29, 2007 Annual Report on Form 10-K of Publix Super Markets, Inc.

Our report refers to the adoption of Financial Accounting Standard Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109, as of December 31, 2006. The Company adopted Statement of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 30, 2006.

KPMG LLP

February 25, 2008

Tampa, Florida

Certified Public Accountants

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

Certification

I, Charles H. Jenkins, Jr., certify that:

1. I have reviewed this Annual Report on Form 10-K of Publix Super Markets, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 29, 2008

/s/ Charles H. Jenkins, Jr.

Charles H. Jenkins, Jr.

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

Certification

I, David P. Phillips, certify that:

1. I have reviewed this Annual Report on Form 10-K of Publix Super Markets, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 29, 2008

/s/ David P. Phillips

David P. Phillips

Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Annual Report of Publix Super Markets, Inc. (the “Company”) on Form 10-K for the period ending December 29, 2007 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

I, Charles H. Jenkins, Jr., Chief Executive Officer of the Company, certify, to the best of my knowledge, that on the date hereof:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Charles H. Jenkins, Jr.

Charles H. Jenkins, Jr.

Chief Executive Officer

February 29, 2008

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Annual Report of Publix Super Markets, Inc. (the “Company”) on Form 10-K for the period ending December 29, 2007 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

I, David P. Phillips, Chief Financial Officer and Treasurer of the Company, certify, to the best of my knowledge, that on the date hereof:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David P. Phillips

David P. Phillips

Chief Financial Officer and Treasurer

February 29, 2008