Exhibit 10-B
    


    

    WEIS
MARKETS, INC.

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    As
Amended and Restated Effective January 1, 2005


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
1. PURPOSES

     

    1.01
Purposes.

     

    The
purposes of the Weis Markets, Inc. Supplemental Executive Retirement Plan
(“Plan”) are to permit select members of management and highly compensated
employees to defer current compensation which cannot be redirected into the
Company’s 401(k) Plan, and to further supplement retirement benefits payable
under the qualified retirement plans of the Company.  This Plan is
designed to provide retirement benefits and salary deferral opportunities
because of the limitations imposed by the Internal Revenue Code and the
Regulations implemented by the Internal Revenue Service.

     

    The Plan
is intended to be an unfunded deferred compensation arrangement for a select
group of management or highly compensated employees for purposes of Title I of
the Employee Retirement Income Security Act and is intended to comply with
Section 409A of the Internal Revenue Code.

     

    1.02
Effective Date.  

     

    The Plan
was originally established effective January 1, 1994.  This document
sets forth the terms of the Plan as amended and restated effective as of January
1, 2005 to comply with the requirements of Section 409A of the
Code.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    ARTICLE
2. DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

     

    2.01
Definitions.

     

    As used
herein, the following words and phrases shall have the meanings specified below
unless a different meaning is clearly required by the context:

     

    Account
means the deferred compensation account maintained for each Participant in
accordance with Article 6 and which includes the following
subaccounts:

     

    
      
        	
                (a)

              	
                Compensation
      Deferral Account means the portion of the Participant's Account
      attributable to Compensation Deferrals, and the earnings
      thereon.

              


      

    

     

    
      
        	
                (b)

              	
                Employer
      Discretionary Account means the portion of the Participant's
      Account attributable to Employer Discretionary Credits, and the earnings
      thereon.

              


      

    

     

    
      
        	
                (c)

              	
                Employer
      Matching Account means the portion of the Participant's Account
      attributable to Employer Matching Credits, and the earnings
      thereon.

              


      

    

     

    
      
        	
                (d)

              	
                Employer
      Profit-Sharing Account means the portion of the Participant's
      Account attributable to Employer Profit-Sharing Credits, and the earnings
      thereon.

              


      

    

     

    
      
        	
                (e)

              	
                ESOP
      Account means the portion of the Participant’s Account attributable
      to ESOP Credits, and the earnings
thereon.

              


      

    

     

    Beneficiary
means the person or persons or the estate of a Participant entitled to receive
benefits under this Plan in the event of the Participant’s death.

     

    Board of
Directors means the Weis Markets, Inc. Board of Directors.

     

    Committee
means the Weis Markets, Inc. Retirement Committee.

     

    Company
means Weis Markets, Inc. its successors, and any organization into which or with
which the Company may merge or consolidate or to which all or substantially all
of its assets may be transferred.

     

    Compensation
means remuneration from the Company reportable on IRS Form W-2, together with
any salary reduction contributions under this Plan, the 401(k) Plan or any
cafeteria plan under Section 125 of the Internal Revenue Code.

     

    Compensation
Deferrals means the portion of a Participant’s Compensation that has been
deferred pursuant to the Plan.

     

    Executive
means any member of management of the Company.

     

    ESOP means
the Weis Markets, Inc. Stock Bonus Plan, as in effect through December 31,
2006.

     

    401(k)
Plan means
the Weis Markets, Inc. Retirement Savings Plan, as it may be amended from time
to time, and any successor plan.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Participant
means an Executive who is participating in the Plan.

     

    Participating
Employer means Weis Markets, Inc., and any of its participating
subsidiaries or affiliated companies authorized by the Board of Directors or the
Committee to participate in this Plan.

     

    Plan means
the Weis Markets, Inc. Supplemental Executive Retirement Plan described in this
instrument, as it may be amended from time to time.

     

    Profit Sharing
Plan means the Weis Markets, Inc. Profit Sharing Plan, as it may be
amended from time to time, and any successor plan.

     

    Retirement
Age A Participant will have reached Retirement Age if he or she
terminates service after attaining either

     

    
      
        	
                (a)

              	
                “Normal
      Retirement Age” under the Profit Sharing Plan – age 65;
  or

              


      

    

     

    
      
        	
                (b)

              	
                Effective
      on and after January 1, 2008, “Early Retirement Age” under the Profit
      Sharing Plan – age 60 and completing at least 5 years of
      service.

              


      

    

     

    Termination of
Service or similar expression means the termination of the Participant’s
employment from the Weis Markets Controlled Group within the meaning of Code
Section 409A and the regulations thereunder.

     

    Total
Disability or Totally
Disabled.  A Participant will be considered to be Total
Disabled if he or she meets one of the following requirements:

     

    
      
        	
                (a)

              	
                The
      Participant is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment that
      can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12)
  months.

              


      

    

     

    
      
        	
                (b)

              	
                The
      Participant is, by reason of any medically determinable physical or mental
      impairment that can be expected to result in death or can be expected to
      last for a continuous period of not less than twelve (12) months,
      receiving income replacement benefits for a period of not less than three
      (3) months under an accident and health plan covering employees of a
      Participating Employer.

              


      

    

     

    
      
        	
                (c)

              	
                The
      Participant is determined to be totally disabled by the Social Security
      Administration.

              


      

    

     

    Weis Markets
Controlled Group means the Participating Employers and any corporation
which is a member of a controlled group of corporations (as defined in Code
Section 414(b)) which includes a Participating Employer and any trade or
business (whether or not incorporated) which is under common control (as defined
in Code Section 414(c)) with a Participating Employer.

     

    2.02
Gender and Number.  

     

    Wherever
the context so requires, masculine pronouns include the feminine and singular
words shall include the plural.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    ARTICLE
3. ELIGIBILITY AND PARTICIPATION

     

    3.01 Eligibility. 

     

    Only
Executives selected by the Committee shall be eligible to participate in this
Plan.

     

    3.02
Participation.  

     

    An
Executive, after having been selected for participation by the Committee, shall
continue to participate until his employment with a Participating Employer
terminates, or such earlier date as of which the Committee suspends his
participation.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    ARTICLE
4. DEFERRAL OF COMPENSATION

     

    4.01
Election to Defer Compensation. 

     

    A
Participant may elect to defer receipt of Compensation as follows:

     

    
      
        	
                (a)

              	
                General
      Rule.  Except as otherwise provided in this Section, an
      election to defer receipt of Compensation for services to be performed
      during a calendar year must be made no later than the December 31
      preceding the calendar year during which the Participant will perform
      services.

              


      

    

     

    
      
        	
                (b)

              	
                First Year of
      Eligibility.  In the case of the first year in which an
      Executive becomes eligible to participate in the Plan, an initial deferral
      election must be made not later than thirty (30) days after the date the
      employee becomes eligible to participate in the Plan.  Such
      election shall apply only with respect to compensation paid for services
      to be performed subsequent to the
election.

              


      

    

     

    This
paragraph will not apply to an Executive who is a participant in any other
account balance deferred compensation plans maintained by any member of the Weis
Markets Controlled Group which is required to be aggregated with this Plan under
Code Section 409A.

     

    4.02
Amount of Compensation Deferral.

     

    A
Participant may elect to defer receipt of up to 50% of his Compensation for a
calendar year.

     

    4.03
Election of Form of Payment of Retirement Distribution.

     

    
      
        	
                (a)

              	
                A
      Participant may elect to have the amounts credited to his or her Account
      for a particular Plan Year, and any earnings thereon, distributed
      following his Termination of Service at or after Retirement Age in one of
      the following methods:  a lump sum, installments over a period
      of five (5) years, or installments over a period of ten (10)
      years.  Notwithstanding the foregoing, such election shall be
      subject to the special Code Section 409A transition rules set forth in
      Section 13.14 below.

              


      

    

     

    
      
        	
                (b)

              	
                Such
      election shall be made each year at the same time the Participant makes
      the deferral election in accordance with Section 4.01 for that Plan
      Year.

              


      

    

     

    
      
        	
                (c)

              	
                If
      the Participant does not make a distribution election with respect to a
      particular Plan Year, then he or she will be deemed to have elected to
      receive amounts credited to his or her Account for that year in a single
      lump sum payment.

              


      

    

     

    4.04
Cancellation of Deferral Election.

     

    
      
        	
                (a)

              	
                The
      Committee may permit a Participant to cancel a deferral election during a
      calendar year if it determines either of the following circumstances has
      occurred:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              The
      Participant has an “unforeseeable emergency” as defined in Section 7.01
      below or a hardship distribution (pursuant to Treasury Regulation
      §1.401(k)-1(d)(3)) from a 401(k) plan sponsored by a Participating
      Employer.  If approved by the Committee, such cancellation shall
      take effect as of the first payroll period next following approval by the
      Committee.

            


    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              The
      Participant incurs a disability.  If approved by the Committee,
      such cancellation shall take effect no later than the end of the calendar
      year or the 15th day of the third month following the date Participant
      incurs a disability.  Solely for purposes of this clause (ii), a
      disability refers to any medically determinable physical or mental
      impairment resulting in the Participant’s inability to perform the duties
      of his or her position or any substantially similar position, where such
      impairment can be expected to result in death or can be expected to last
      for a continuous period of not less than six
  months.

            


    

     

    
      
        	
                (b)

              	
                If
      a Participant cancels a deferral election during a calendar year, he or
      she will not be permitted to make a new deferral election with respect to
      Compensation relating to services performed during the same calendar
      year.

              


      

    

     

    4.05
General Rules Applicable to Elections.  

     

    Elections
under this Article 4 shall be made in the form, manner, and in accordance with
the notice requirements, prescribed by the Committee.  Except as
otherwise provided in this Plan, the elections made by a Participant with
respect to Compensation Deferrals for a calendar year shall become irrevocable
as of the last date on which such election can be made for the calendar year
pursuant to this Article 4.

     

    4.06
Compensation Deferral Account.

     

    
      
        	
                (a)

              	
                The
      amount of Compensation deferred by a Participant shall be credited to the
      Participant’s Compensation Deferral Account as soon as possible following
      the date such Compensation  would, but for the Participant’s
      deferral election, be payable to the
  Participant.

              


      

    

     

    
      
        	
                (b)

              	
                The
      Compensation Deferrals, and the earnings thereon, credited to the
      Participant’s Compensation Deferral Account shall be immediately 100%
      vested and nonforfeitable at all
times.

              


      

    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    ARTICLE
5. EMPLOYER CREDITS

     

    5.01
Profit-Sharing Credits.  

     

    
      
        	
                (a)

              	
                As
      of each date the Company makes a contribution under the Profit Sharing
      Plan, the Company shall credit each eligible Participant with the amount,
      if any, that would have been allocated to the Participant’s Profit Sharing
      Plan account if

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              he
      had not been excluded from participation in the Profit Sharing
      Plan,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Company had increased its Profit Sharing Plan contribution by the amount
      of the Participant’s allocation,
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Internal Revenue Code provisions limiting his Profit Sharing Plan
      allocation did not apply.

            


    

     

    
      
        	
                (b)

              	
                A
      Participant shall not be eligible to have Employer Profit-Sharing Credits
      credited to his or her Account for a Plan Year
  unless

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      Participant has completed at least one year of service (as defined in the
      Profit Sharing Plan); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Participant is continuously employed by a Participating Employer as an
      active employee during the entire Plan Year (or if shorter, during the
      portion of the Plan Year commencing as of the date he or she was first
      designated as eligible to participate in the
  Plan).

            


    

     

    5.02
ESOP Credits for Plan Years Ending Prior to January 1, 2007.

     

    
      
        	
                (a)

              	
                As
      of each date the Company makes a contribution to the ESOP for plan years
      ending on or before December 31, 2006, the Company shall credit each
      eligible Participant with the amount, if any, that would have been
      allocated to the Participant’s ESOP account
if

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              he
      had not been excluded from participation in the
  ESOP,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Company had increased its ESOP contribution by the amount of the
      Participant’s allocation, and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Internal Revenue Code provisions limiting his ESOP allocation did not
      apply.

            


    

     

    
      
        	
                (b)

              	
                A
      Participant shall not be eligible to have ESOP Credits credited to his or
      her Account for a Plan Year
unless

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      Participant has been completed at least one year of service (as defined in
      the ESOP); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Participant is continuously employed by a Participating Employer as an
      active employee during the entire Plan Year (or if shorter, during the
      portion of the Plan Year commencing as of the date he or she was first
      designated as eligible to participate in the
  Plan).

            


    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    5.03
Employer Matching Credits.  

     

    
      
        	
                (a)

              	
                As
      of each December 31 of each plan year for which the Company makes an
      employer matching contribution under the 401(k) Plan, the Company shall
      credit each eligible Participant with the amount, if any, that would have
      been allocated to the Participant's Employer Matching Contribution account
      under the 401(k) Plan if

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              he
      had not been excluded from eligibility to receive an Employer Matching
      Contribution under the 401(k) Plan because he was a highly compensated
      employee who held the title vice president or above with respect to the
      Company as of any day in the plan year on or before the allocation
      date;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              he
      contributed the amount that he actually contributed to the 401(k) Plan
      during the plan year;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              he
      received compensation during the plan year equal to compensation as that
      term is defined in the 401(k) Plan;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Company made the employer matching contribution under the 401(k) Plan
      employer matching contribution formula on an annual basis as of December
      31.

            


    

     

    
      
        	
                (b)

              	
                A
      Participant shall not be eligible to have Employer Matching Credits
      credited to his or her Account for a Plan Year
  unless

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      Participant has completed at least one year of service (as defined in the
      401(k) Plan); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Participant is continuously employed by a Participating Employer as an
      active employee (A) during the entire Plan Year (or if shorter, during the
      portion of the Plan Year commencing as of the date he or she was first
      designated as eligible to participate in the Plan) or (B) during the Plan
      Year until his or her death, Total Disability, or Retirement
      Age.

            


    

     

    5.04
Employer Discretionary Credits.  

     

    The Board
of Directors, in its sole discretion, may at any time approve the crediting of
additional amounts to the Account(s) of one or more Participants.

     

    5.05
Vesting of Employer Credits.  

     

    
      
        	
                (a)

              	
                Vesting of Employer
      Profit-Sharing Account, Employer Matching Account, and ESOP
      Account.  Except as provided in paragraph (c) and subject
      to Article 9, the amounts credited to a Participant’s Employer
      Profit-Sharing Account, Employer Matching Account and ESOP Account shall
      become vested to the extent his or her Profit Sharing Plan account is
      vested (or would have been vested if he had not been excluded from the
      Profit Sharing Plan).

              


      

    

     

    
      
        	
                (b)

              	
                Vesting in Employer
      Discretionary Account.  Except as provided in paragraph
      (c) and subject to Article 9, the amounts credited to a Participant’s
      Employer Discretionary Account shall become vested in accordance with such
      vesting schedule and requirements as may be adopted by the
      Committee.

              


      

    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      
        	
                (c)

              	
                Vesting Upon Change of
      Control.  All participants shall be vested fully in their
      Account values in the event of a Change of Control of the
      Company.

              


      

    

     

    For
purposes of this Section, “Change of Control” means

     

    
      	
               
      

            	
              (i)

            	
              acquisition
      of the beneficial ownership of at least 51% of the voting securities of
      Weis Markets, Inc. by any individual or other person or group of persons
      who have agreed to act together for the purpose of acquiring, holding,
      voting or disposing of such securities;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      merger or consolidation of Weis Markets, Inc., or transfer of all or
      substantially all of its assets to a buyer, in which stockholders of Weis
      Markets, Inc. before such merger, consolidation or transfer do not own
      more than 51% of the outstanding voting power of the surviving entity
      following such transaction.

            


    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ARTICLE
6. PARTICIPANT ACCOUNTS

     

    6.01
Participants’ Accounts. 

     

    The
Company shall establish and maintain a separate memorandum account in the name
of each Participant.  Such account shall be credited or charged with
(a) the Participant’s Compensation Deferrals, if any; (b) Employer
Profit-Sharing Credits, if any; (c) Employer Matching Credits, if any; (d)
Employer Discretionary Credits, if any; (e) income, gains, losses, and expenses
of investments deemed held in such account; and (f) distributions from such
account.

     

    6.02
Investment of Accounts.

     

    
      	
              (a)

            	
              The
      amount credited to a Participant’s Account shall be deemed to be invested
      and reinvested in life insurance, annuities, mutual funds, stocks, bonds,
      securities, and any other assets or investment vehicles, as may be
      selected by the Committee in its sole
  discretion.

            


    

     

    
      	
              (b)

            	
              A
      Participant, by electing to participate in this Plan, agrees on behalf of
      himself or herself and his or her designated beneficiaries, to assume all
      risk in connection with any increase or decrease in value of the
      investments that are deemed to be held in his or her
      account.  Each Participant further agrees that the Committee and
      the Participating Employers shall not in any way be held liable for any
      investment decisions or for the failure to make any investments by the
      Committee.

            


    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    ARTICLE
7. DISTRIBUTION

     

    7.01
Distribution From Compensation Deferral Account in Event of Unforeseeable
Emergency.

     

    Effective
on and after January 1, 2007, the Committee, in its sole discretion, may permit
a payment to be made to a Participant at any time from his or her Compensation
Deferral Account prior to Termination of Service in the event of an
“unforeseeable emergency”.  Distributions because of an unforeseeable
emergency shall not exceed the amount reasonably necessary to satisfy the
emergency need (which may include amounts necessary to pay any Federal, state,
or local income taxes or penalties reasonably anticipated to result from the
distribution).

     

    
      
        	
                (a)

              	
                For
      purposes of this Section, an “unforeseeable emergency” is a severe
      financial hardship to the Participant resulting from an illness or
      accident of the Participant, the Participant’s spouse, or the
      Participant’s dependent (as defined in Code Section 152(a)); loss of the
      Participant’s property due to casualty (including the need to rebuild a
      home following damage to a home not otherwise covered by insurance); or
      other similar extraordinary and unforeseeable circumstances arising as a
      result of events beyond the control of the
  Participant.

              


      

    

     

    
      
        	
                (b)

              	
                The
      circumstances that will constitute an unforeseeable emergency will depend
      upon the facts of each case, but, in any case, payment may not be made to
      the extent that such hardship is or may be
  relieved:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              through
      reimbursement or compensation by insurance or
  otherwise;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              by
      liquidation of the Participant’s assets, to the extent the liquidation of
      such assets would not itself cause severe financial hardship;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              by
      cancellation of Compensation Deferrals under the
  Plan.

            


    

     

    7.02
Distribution Following Termination of Service.  

     

    
      
        	
                (a)

              	
                Termination of Service Prior to
      Retirement Age.  In the event that a Participant
      Terminates Service prior to attaining his or her Retirement Age for any
      reason other than death or becoming Totally Disabled, the vested balance
      credited to his or her Account will be distributed to the Participant in a
      single lump sum during the calendar year following the calendar year in
      which the Participant’s Termination of Service
  occurs.

              


      

    

     

    Notwithstanding
the foregoing, in no event shall payment to a Participant who is a “specified
employee” within the meaning of Code Section 409A on the date of his or her
Termination from Service commence earlier than the end of the six (6) month
period following the date of such termination.

     

    
      
        	
                (b)

              	
                Termination of Service At or
      After Retirement Age.  In the event that a Participant
      Terminates Service at or after attaining his or her Retirement Age for any
      reason other than death or becoming Totally Disabled, the vested balance
      credited to his or her Account will be distributed to the Participant in
      the form or forms of payment elected by the Participant pursuant to
      Section 4.03, subject to the following
rules:

              


      

    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              Distribution
      in a single lump sum payment will be made during the calendar year
      following the calendar year in which the Participant’s Termination of
      Service occurs.

            


    

     

    Notwithstanding
the foregoing, in no event shall payment to a Participant who is a “specified
employee” within the meaning of Code Section 409A on the date of his or her
Termination from Service commence earlier than the end of the six (6) month
period following the date of such termination.

     

    
      	
               
      

            	
              (ii)

            	
              The
      first annual installment shall be based on the value of the Account as of
      the December 31st
      next following the event occasioning such distribution.  Each
      subsequent annual installment shall be paid as soon as practicable after
      the annual anniversary of such initial valuation date, based on the value
      of the affected Account as determined at the applicable subsequent
      valuation date.  Each annual installment shall be determined by
      dividing the value of the affected Account, determined in accordance with
      the foregoing, by the number of annual installments due and not yet
      distributed.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Each
      annual installment payment shall be treated as a separate payment for
      purposes of Code Section 409A.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Notwithstanding
      the foregoing, if the balance credited to the Participant’s Account as of
      the valuation date is less than $50,000, then distribution will be made in
      a single lump sum payment.

            


    

     

    7.03
Total Disability or Death

     

    Notwithstanding
anything in this Plan to the contrary –

     

    
      
        	
                (a)

              	
                Prior to Commencement of
      Payment.  In the event a Participant becomes Totally
      Disabled or dies at any time prior to the commencement of payment under
      this Article 7, then the balance credited to the Account will be
      distributed in a single lump payment to the Participant or his or her
      designated beneficiary (as the case may be) as soon as administratively
      practicable following the date on which the Participant is determined to
      be Totally Disabled or submission of proof of death satisfactory to the
      Committee, as applicable.

              


      

    

     

    
      
        	
                (b)

              	
                After Payment
      Commences.  In the event a Participant becomes Totally
      Disabled or dies at any time after the commencement of payment under this
      Article 7, then the balance credited to the Account will be distributed in
      a single lump payment to the Participant or his or her designated
      beneficiary (as the case may be) as soon as administratively practicable
      following the date on which the Participant is determined to be Totally
      Disabled or submission of proof of death satisfactory to the Committee, as
      applicable.

              


      

    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    ARTICLE
8. BENEFICIARY

     

    8.01
Beneficiary Designation.  

     

    Each
Participant shall designate a Beneficiary to receive benefits under the Plan in
the event of his death by completing a Beneficiary designation form furnished by
the Committee.  A Participant may change his Beneficiary designation
by submitting to the Committee another Beneficiary designation
form.  However, no change of Beneficiary shall be effective until
acknowledged in writing by the Company.

     

    8.02
Proper Beneficiary.  

     

    If no
designated Beneficiary survives the Participant, the value of the Participant’s
Account shall be paid to the Participant’s surviving spouse, or if none, to the
Participant’s issue per stirpes, or if none, to the Participant’s
estate.  If the Company has any doubt as to the proper Beneficiary to
receive payments hereunder, the Company shall have the right to withhold such
payments until the matter is finally adjudicated.  However, any
payment made by the Company, in good faith and in accordance with this Plan,
shall fully discharge the Company from all further obligations with respect to
that payment.

     

    8.03
Minor or Incompetent Beneficiary.  

     

    In making
any payments to or for the benefit of any minor or incompetent Beneficiary, the
Committee, in its sole and absolute discretion, may cause distribution to be
made to a legal or natural guardian or relative of a minor or
incompetent.  Or, it may make a payment to any adult with whom the
minor or incompetent temporarily or permanently resides.  The receipt
by a guardian, relative or other person shall be a complete discharge to the
Company with respect to the payment.  Neither the Committee nor the
Company shall have any responsibility to see to the proper application of any
payment so made.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    ARTICLE
9. FORFEITURE OF BENEFITS  

     

    9.01
Forfeiture or Discontinuation of Benefits.

     

    Notwithstanding
anything in this Plan to the contrary, if the Committee, in its sole discretion,
determines that

     

    
      	
              (c)

            	
              the
      Participant’s employment with a Participating Employer has been terminated
      for Cause, or

            


    

     

    
      	
              (d)

            	
              the
      Participant is engaged in any business or practice or become employed in
      any position, which the Committee, in its sole discretion, deems to be in
      competition with the services provided by the
  Company,

            


    

     

    then the
Committee may cause the Participant’s entire interest in benefits attributable
to his or her Employer Matching Account, Employer Profit-Sharing Account, ESOP
Account and Employer Discretionary Account to be forfeited and discontinued, or
may cause the Participant’s payments of benefits under the Plan to be limited or
suspended for such other period the Committee finds advisable under the
circumstances, and may take any other action and seek any other relief the
Committee, in its sole discretion, deems appropriate.

     

    9.02
Definition of Cause.

     

    “Cause”
means the Participant’s fraud, dishonesty, or willful violation of any law or
significant policy of the Participating Employer that is committed in connection
with the Participant’s employment by or association with a Participating
Employer.  Whether a Participant has been terminated for Cause shall
be determined by the Committee.

     

    Regardless
of whether a Participant’s employment initially was considered to be terminated
for any reason other than Cause, the Participant’s employment will be considered
to have been terminated for Cause for purposes of this Plan if the Committee
subsequently determines that the Participant engaged in an act constituting
Cause.

     

    9.03
Determination by Committee.

     

    The
decision of the Committee shall be final.  The omission or failure of
the Committee to exercise this right at any time shall not be deemed a waiver of
its right to exercise such right in the future.  The exercise of
discretion will not create a precedent in any future cases.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ARTICLE
10. ADMINISTRATION OF THE PLAN

     

    10.01
Committee.  

     

    The Plan
shall be administered by the Committee.  The Committee shall have full
authority and power to administer and construe the Plan, subject to applicable
requirements of law.  Without limiting the generality of the
foregoing, the Committee shall have the following powers and
duties:

     

    
      
        	
                (a)

              	
                To
      make and enforce such rules and regulations as it deems necessary or
      proper for the administration of the
Plan;

              


      

    

     

    
      
        	
                (b)

              	
                To
      interpret the Plan and to decide all questions, including questions of
      fact, concerning the Plan;

              


      

    

     

    
      
        	
                (c)

              	
                To
      determine the eligibility of any person to participate in the Plan, and to
      determine the amount and the recipient of any payments to be made under
      the Plan;

              


      

    

     

    
      
        	
                (d)

              	
                To
      designate and value any investments deemed held in the
      Accounts;

              


      

    

     

    
      
        	
                (e)

              	
                To
      appoint such agents, counsel, accountants, consultants and other persons
      as may be required to assist in administering the Plan;
  and

              


      

    

     

    
      
        	
                (f)

              	
                To
      make all other determinations and to take all other steps necessary or
      advisable for the administration of the
Plan.

              


      

    

     

    All
decisions made by the Committee pursuant to the provisions of the Plan shall be
made in its sole discretion and shall be final, conclusive, and binding upon all
parties.

     

    10.02
Delegation of Duties. 

     

    The
Committee may delegate such of its duties and may engage such experts and other
persons as it deems appropriate in connection with administering the
Plan.  The Committee shall be entitled to rely conclusively upon, and
shall be fully protected in any action taken by the Committee, in good faith in
reliance upon any opinions or reports furnished to it by any such experts or
other persons.

     

    10.03
Expenses.  

     

    All
expenses incurred prior to the termination of the Plan that shall arise in
connection with the administration of the Plan, including, without limitation,
administrative expenses and compensation and other expenses and charges of any
actuary, counsel, accountant, specialist, or other person who shall be employed
by the Committee in connection with the administration of the Plan shall be paid
by the Participating Employers, or at the discretion of the Committee, shall be
charged against such assets as are deemed to be investments under the Plan
pursuant to Article 6.

     

    10.04
Indemnification of Committee Members.

     

    The
Participating Employers agree to indemnify and to defend to the fullest extent
permitted by law any person serving as a member of the Committee, and each
employee of a Participating Employer or any of their affiliated companies
appointed by the Committee to carry out duties under this Plan, against all
liabilities, damages, costs and expenses (including attorneys’ fees and amounts
paid in settlement of any claims approved by the Company) occasioned by any act
or omission to act in connection with the Plan, if such act or omission is in
good faith.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    10.05
Liability.

     

    To the
extent permitted by law, neither the Committee nor any other person shall incur
any liability for any acts or for any failure to act except for liability
arising out of such person’s own willful misconduct or willful breach of the
Plan.

     

    10.06
Expenses of the Committee and Plan Costs.

     

    The
expenses of administering the Plan, including the printing of literature and
forms related thereto, the disbursement of benefits thereunder, and the
compensation of administrative organizations, agents, consultants, actuaries, or
counsel shall be paid by the Participating Employers.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    ARTICLE
11. CLAIMS PROCEDURE

     

    11.01
Written Claim.  

     

    The value
of a Participant’s Account shall be paid in accordance with the provisions of
this Plan and any applicable Deferral Agreement.  The Participant or
Beneficiary shall make a written request for benefits under this
Plan.  This written claim shall be mailed or delivered to the
Committee.

     

    11.02
Denied Claim.  

     

    If the
claim is denied in full or in part, the Committee shall provide a written notice
within ninety (90) days setting forth the specific reasons for denial, the Plan
provisions on which it is based, any additional material or information that is
necessary, and explanation of the steps to be taken if a review of the denial is
desired.

     

    11.03
Review Procedure.  

     

    If the
claim is denied and a review is desired, the Participant (or Beneficiary) shall
notify the Committee in writing within sixty (60) days after receipt of the
written notice of denial (a claim shall be deemed denied if the Committee does
not take any action within the aforesaid ninety (90) day period).  In
requesting a review, the Participant (or Beneficiary) may review the Plan
document and other pertinent documents, may submit any written issues and
comments, may request an extension of time for such written submission of issues
and comments, and may request that a hearing be held, but the decision to hold a
hearing shall be within the sole discretion of the Committee.

     

    11.04
Committee Review.  

     

    The
decision on the review of the denied claim shall be rendered by the Committee
within sixty (60) days after the receipt of the request for review (if a hearing
is not held) or within sixty (60) days after the hearing if one is
held.  The decision shall be written and shall state the specific
reasons for the decision, including reference to specific provisions of this
Plan, on which the decision is based.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    ARTICLE
12. NATURE OF COMPANY’S OBLIGATION

     

    12.01
Company’s Obligation.  

     

    The
Company’s obligations under this Plan shall be unfunded.

     

    12.02
Creditor Status.  

     

    Any
assets which the Company may acquire or set aside to help cover its financial
liabilities are and must remain general assets of the Company subject to the
claims of its creditors.  Neither the Company nor this Plan gives the
Participant any beneficial ownership interest in any asset of the
Company.  All rights of ownership in any such assets are and remain in
the Company and Participants and their Beneficiaries shall have only the rights
of general creditors of the Company.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    ARTICLE
13. MISCELLANEOUS

     

    13.01
Acceleration of Payments Permitted Under Code Section 409A.

     

    Notwithstanding
anything in this Plan to the contrary, the Committee may, its discretion,
accelerate the payment of all or a portion of a Participant’s vested Account
balance prior to the time specified in this Plan to the extent such acceleration
is permitted by Section 1.409A-3(j)(4) of the Treasury
regulations.  Such permitted accelerations shall include payments to
comply with domestic relations orders, payments to comply with conflicts of
interest laws, payment of employment taxes, payment upon income inclusion under
Code Section 409A, and/or such other circumstances as are permitted by the
regulations.

     

    13.02
Right to Withhold Taxes.

     

    The
Participating Employers shall have the right to withhold such amounts from any
payment under this Plan as it determines necessary to fulfill any federal,
state, or local wage or compensation withholding requirements.

     

    13.03
No Right to Continued Employment.

     

    Neither
the Plan, nor any action taken under the Plan, shall confer upon any Participant
any right to continuance of employment by the Company or any of its affiliated
companies nor shall it interfere in any way with the right of the Company or any
of its affiliated companies to terminate any Participant’s employment at any
time.

     

    13.04
Unclaimed Benefit.

     

    Each
Participant shall keep the Committee informed in writing of his or her current
address and the current address of his or her beneficiary.  The
Committee shall not be obligated to search for the whereabouts of any
person.  If the location of a Participant is not made known to the
Committee within three (3) years after the date on which payment of the
Participant’s Account may first be made, payment may be made as though the
Participant had died at the end of the three (3) year period.  If,
within one additional year after such three (3) year period has elapsed, or,
within three years after the actual death of a Participant, the Committee is
unable to locate any designated beneficiary of the Participant, then the
Participating Employers shall have no further obligation to pay any benefit
hereunder to such Participant or beneficiary or any other person and such
benefit shall be irrevocably forfeited.

     

    13.05
Suspension Of Payments.

     

    If any
controversy, doubt or disagreement should arise as to the person to whom any
distribution or payment should be made, the Committee, in its discretion, may,
without any liability whatsoever, retain the funds involved or the sum in
question pending settlement or resolution to the Committee’s satisfaction of the
matter, or pending a final adjudication by a court of competent
jurisdiction.

     

    13.06
Severability. 

     

    The
provisions of the Plan are severable.  If any provision of the Plan is
deemed legally or factually invalid or unenforceable to any extent or in any
application, then the remainder of the provision and the Plan, except to such
extent or in such application, shall not be affected, and each and every
provision of the Plan shall be valid and enforceable to the fullest extent and
in the broadest application permitted by law.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    13.07
No Other Agreements or Understandings.

     

    This Plan
represents the sole agreement between the Participating Employers and
Participants concerning its subject matter, and it supersedes all prior
agreements, arrangements, understandings, warranties, representations, and
statements between or among the parties concerning its subject
matter.

     

    13.08
Written Notice.  

     

    Any
notice which shall or be or may be given under the Plan or a Deferral Agreement
shall be in writing and shall be mailed by United States mail, postage
prepaid.  If notice is to be given to the Committee, such notice shall
be addressed to 1000 South Second Street, Sunbury,
Pennsylvania  17801, and marked for the attention of the Committee, or
if notice to a Participant, addressed to the address shown on the Participant’s
Deferral Agreement.

     

    13.09
Change of Address.  

     

    Any
Participant or the Committee may, from time to time, change the address to which
notices shall be mailed by the other by giving written notice of a new
address.

     

    13.10
Amendment and Termination.  

     

    The
Company retains the sole and unilateral right to terminate, amend, modify, or
supplement this Plan, in whole or in part at any time.  This right
includes the right to make retroactive amendments.  However, no
exercise of this right shall reduce the Account of any Participant or his
Beneficiary.

     

    13.11
Nontransferability.  

     

    Except
insofar as prohibited by applicable law, no sale, transfer, alienation,
assignment, pledge, collateralization or attachment of any benefits under this
Plan shall be valid or recognized  by the Company.  Neither
the Participant, his spouse, or designated Beneficiary shall have any power to
hypothecate, mortgage, commute, modify or otherwise encumber in advance of any
of the benefits payable hereunder, nor shall any of said benefits be subject to
seizure for the payment of any debts, judgments, alimony or maintenance, owed by
the Participant or his Beneficiary, or be transferable by operation of law in
the event of bankruptcy, insolvency or otherwise.  Notwithstanding the
foregoing, the Company shall pay benefits in accordance with a qualified
domestic relations order as defined in the Employee Retirement Income Security
Act of 1974, and benefits payable under the Plan may be applied by the Company
to discharge obligations of the Participant, his Beneficiary or estate to the
Company.

     

    13.12
Applicable Law.  

     

    This Plan
shall be governed by the laws of the United States, and to the extent permitted
thereby by the laws of the Commonwealth of Pennsylvania.

     

    13.13
Titles.  

     

    Titles of
the Articles of this Plan are included for ease of reference only and are not to
be used for the purpose of construing any portion or provision of this Plan
document.

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    13.14
Code Section 409A Transition Rules.

     

    Notwithstanding
anything in the Plan to the contrary, the following, to the extent permitted by
the Committee and Code Section 409A, on or prior to December 31, 2008, a
Participant may make a new election with respect to the form of payment of the
Account in accordance with the following rules:

     

    
      
        	
                (a)

              	
                An
      election to change the form of payment of payment made on or after January
      1, 2005 and on or before December 31, 2005 may apply only to amounts that
      would not otherwise be payable in 2005 and may not cause an amount to be
      paid in 2005 that would not otherwise be payable in
  2005;

              


      

    

     

    
      
        	
                (b)

              	
                An
      election to change the form of payment of payment made on or after January
      1, 2006 and on or before December 31, 2006 may apply only to amounts that
      would not otherwise be payable in 2006 and may not cause an amount to be
      paid in 2006 that would not otherwise be payable in
  2006;

              


      

    

     

    
      
        	
                (c)

              	
                An
      election to change the form of payment of payment made on or after January
      1, 2007 and on or before December 31, 2007 may apply only to amounts that
      would not otherwise be payable in 2007 and may not cause an amount to be
      paid in 2007 that would not otherwise be payable in 2007;
    and

              


      

    

     

    
      
        	
                (d)

              	
                An
      election to change the form of payment of payment made on or after January
      1, 2008 and on or before December 31, 2008 may apply only to amounts that
      would not otherwise be payable in 2008 and may not cause an amount to be
      paid in 2008 that would not otherwise be payable in
  2008.

              


      

    

     

    Weis
Markets, Inc.

    Supplemental
Executive Retirement Plan

    As
amended and restated effective 1/1/2005


    
      
         


      

      
        21

        
          

        

      

      
         


      

    



    

    



    


    	AMENDMENT TO SERP FOR
                  K. SCHERTLE
	 	 	 	 	 
	 5.04 EMPLOYER
                  DISCRETIONARY CREDITS – replace the
                  existing section with the
                  following
	 	 	 	 	 
	(a)	The Weis Markets, Inc.
                  Retirement Committee (also known as the
                  Committee), in its sole discretion, may at any
                  time approve the crediting of additional amounts
                  to the Account(s) of one or more
                  Participants.
	    
	(b)	Effective December 31,
                  2011, the Committee has approved the crediting of
                  $100,000 as of December 31, 2011 and as of
                  December 31 of each of the following four years
                  to a sub-account under the Employer Discretionary
                  Account of Kurt A. Schertle, provided that he is
                  actively employed with the Company (or on an
                  approved leave of absence) as of each such
                  December 31.
	  	 	 	 	 
	 	The amount credited for a
                  particular calendar year shall become vested in
                  accordance with the following
                  schedule:
	 	 	 	 	 
	 	 	 	Completed Years
                  of	Vesting
                  Percentage
	 	 	 	Service Including Year
                  for	 
	 	 	 	which Contribution
                  is	 
	     	 	 	                             Credited                              	______________________________________________
	 	 	 	1	20%
	 	 	 	2	40%
	 	 	 	3	60%
	 	 	 	4	80%
	 	 	 	5	100%
	 	 	 	 	 
	 	For this purpose, the
                  Participant will be credited with a year of
                  service for vesting purposes if
	 	 	 	 	 
	 	(i)	He is credited with at
                  least 1,000 hours of service with the
                  Company (as determined in accordance with the
                  service rules under the Retirement Savings Plan)
                  during a calendar year;
	 	 	 	 	 
	 	(ii)	He is actively employed
                  with the Company (or on an approved leave of
                  absence) as of the last day of that calendar
                  year; and
	 	 	 	 	 
	 	(iii)	Service prior to the
                  calendar year for which the contribution is
                  credited will not be taken into
                  account.
	 	 	 	 	 
	 	The vesting provisions of
                  Section 5.05(c) shall apply to this sub-account.
                  The provisions of Article 9 shall apply to this
                  sub-account, but only to the extent the
                  Participant's employment with the Company is
                  terminated for Cause. The provisions of Article 9
                  with respect to engaging in competitive services
                  shall not apply to this sub-account.
	 	 	 	 	 
	 	The FICA taxes
                  attributable to such contributions will be
                  determined and taken into account in accordance
                  with Section 3121(v)(2) of the Code and the
                  regulations thereunder. Such taxes will be
                  withheld in accordance with the Company's regular
                  payroll procedures.