EX-4.7






Exhibit 4.7




FLOWERS FOODS, INC.




2005 EDCP




(an amendment and restatement of the Flowers Foods, Inc. Executive

Deferred Compensation Plan, effective as of January 1, 2005)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 1 PURPOSE	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 2 DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 3 TERM	 	 	5	 
	3.1.
	 	Starting Date	 	 	5	 
	3.2.
	 	Ending Date	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 4 DEFERRAL ELECTION RULES AND PROCEDURES	 	 	5	 
	4.1.
	 	Cash Compensation Only	 	 	5	 
	4.2.
	 	Classification and Percentage Limitations	 	 	5	 
	4.3.
	 	Irrevocable Election and Filing Deadlines	 	 	6	 
	 
	 	 	 	 	 	 
	SECTION 5 MATCHING AND BASIC ALLOCATIONS FOR CERTAIN ELIGIBLE EXECUTIVES	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 6 ACCOUNTS	 	 	8	 
	6.1.
	 	In General	 	 	8	 
	6.2.
	 	Accounts Fully Vested	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 7 INVESTMENT EARNINGS CREDIT	 	 	9	 
	7.1.
	 	In General	 	 	9	 
	7.2.
	 	Special 2008 One-Time Election	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 8 DISTRIBUTIONS	 	 	9	 
	8.1.
	 	Distribution Events	 	 	9	 
	8.2.
	 	Methods	 	 	10	 
	8.3.
	 	Interest Credits	 	 	11	 
	8.4.
	 	Automatic Lump-Sum	 	 	11	 
	8.5.
	 	Special Circumstances	 	 	11	 
	8.6.
	 	Source of Distributions	 	 	11	 
	8.7.
	 	Special Rule for 2008	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 9 MISCELLANEOUS	 	 	12	 
	9.1.
	 	Beneficiary	 	 	12	 
	9.2.
	 	No Assignment; Binding Effect	 	 	12	 
	9.3.
	 	ERISA and the Code	 	 	12	 
	9.4.
	 	Plan Administration	 	 	12	 
	9.5.
	 	Claims Procedures	 	 	13	 
	9.6.
	 	Construction	 	 	15	 
	9.7.
	 	Term of Office	 	 	15	 
	9.8.
	 	Employment Contract	 	 	15	 
	9.9.
	 	Amendment	 	 	15	 
	9.10.
	 	Termination	 	 	16	 
	9.11.
	 	Electronic Communications	 	 	16	 
	 
	 	 	 	 	 	 
	SCHEDULE A	 	 	17	 
	 
	 	 	 	 	 	 
	SCHEDULE B	 	 	18	 






 









 






FLOWERS FOODS, INC.

2005 EDCP




(an amendment and restatement of the Flowers Foods, Inc. Executive

Deferred Compensation Plan, effective as of January 1, 2005)




SECTION 1




PURPOSE




     The Board of Directors of Flowers Foods, Inc. adopted the Flowers Foods, Inc. Executive
Deferred Compensation Plan (“Plan”), originally effective as of August 12, 2001. The Plan is
herein amended and restated in its entirety, effective as of January 1, 2005, and the name of the
Plan is changed to the 2005 EDCP.



     The original Plan, adopted effective as of August 12, 2001, and the First Amendment, apply to
the deferral of Compensation earned for the performance of services during the Plan Years ending
prior to January 1, 2005, and which had become vested prior to said date. Subject to the last
sentence of this paragraph, the provisions of this 2005 EDCP shall apply to the deferral of
Compensation earned for the performance of services during Plan Years beginning on or after January
1, 2005, or previously earned but not vested by said date. This 2005 EDCP is intended to meet all
of the requirements of section 409A of the Internal Revenue Code of 1986, as amended (“Code”) so
that Directors and Eligible Executives will be eligible to defer the receipt of, and the liability
for the federal income tax with respect to, certain items of Compensation from one year to a later
year, in accordance with the provisions of applicable law and the provisions of the 2005 EDCP.
With respect to the deferral of Compensation that was earned for the performance of services during
the Plan Years 2005, 2006, 2007, and 2008, or that was earned prior to January 1, 2005 but became
vested during the period January 1, 2005 through December 31, 2008, inclusive, the terms of the
Plan shall be administered in accordance with a reasonable, good faith interpretation of Section
409A, and such interpretation shall govern the rights of a Director or Eligible Executive with
respect to that period of time.



     The purpose of this 2005 EDCP is to (a) allow each Director of Flowers and each Eligible
Executive of Flowers and its wholly-owned subsidiaries to defer the payment of a percentage of his
cash compensation, otherwise payable for services rendered, each Plan Year until he no longer
serves as Director or his employment as an Eligible Executive terminates and (b) permit Flowers to
make certain supplemental allocations to the Accounts of certain Eligible Executives.



SECTION 2




DEFINITIONS




     Each term set forth in this Section 2 shall have the meaning set forth opposite such term for
purposes of this 2005 EDCP.



     2.1. Account — means the bookkeeping account maintained as part of the Flowers books
and records in accordance with Section 4 to show as of any date the interest of each Director and
Eligible Executive in this 2005 EDCP. Separate sub-accounts shall be maintained to reflect the
amounts of Compensation deferred (and the deemed investment increment or decrement) with respect to
each Plan Year.



     2.2. Beneficiary — means the person or persons designated as such in accordance with
Section 9.1.



     2.3. Board of Directors — means the Board of Directors of Flowers Foods, Inc.



     2.4. Change in Control — means the occurrence of any one or more of the following
events, subject to the provisions of subsection (e) hereof:



 









 






	 	(a)	 	Flowers merges into itself, or is merged or consolidated with another entity,
and as a result of such merger or consolidation, one person or more than one person
acting as a group acquires ownership of stock of Flowers that, together with stock held
by such person or group, constitutes more than 50% of the voting power of the
then-outstanding voting securities of Flowers immediately after such transaction;
provided, however, that if any one person or more than one person acting as a group, is
considered to own more than 50% of the total voting power of the stock of Flowers, the
acquisition of additional stock by the same person or persons shall not be considered
to be a Change in Control for purposes of this Plan;
	 
	 	(b)	 	all or substantially all the assets accounted for on the consolidated balance
sheet of Flowers are sold or transferred to one or more entities or persons and as a
result of such sale or transfer one person or more than one person acting as a group
(determined in accordance with the standards of Section 409A of the Code) acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from Flowers that have a total gross fair
market value equal to or more than 40% of the total gross fair market value of all of
the assets of Flowers immediately prior to such acquisition or acquisitions. For this
purpose, gross fair market value means the value of assets of Flowers, determined
without regard to any liabilities associated with those assets. Notwithstanding the
foregoing, there is no “Change in Control” under this subsection (b) if assets of
Flowers are transferred to:






	 	(1)	 	A shareholder of Flowers (immediately before the asset
transfer) in exchange for or with respect to its stock;
	 
	 	(2)	 	An entity, 50% or more of the total value or voting power of
which is owned, directly or indirectly, by Flowers;
	 
	 	(3)	 	A person, or more than one person acting as a group, that owns,
directly or indirectly, 50% or more of the total value or voting power of all
of the outstanding stock of Flowers; or
	 
	 	(4)	 	An entity, at least 50% of the total value or voting power of
which is owned, directly or indirectly, by a person described in paragraph (3)
above.





     For purposes of the foregoing paragraphs (1) through (4), a person’s status is determined
immediately after the transfer of assets.




	 	(c)	 	a person, within the meaning of Sections 3(a)(9) or 13(d)(3) (as in effect on
the effective date of this 2005 EDCP) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), becomes the beneficial owner (as defined in Rule 13d-3 of
the Securities and Exchange Commission pursuant to the Exchange Act) of 35% or more of
the voting power of the then-outstanding voting securities of Flowers; provided,
however, that the foregoing does not apply to any such acquisition that is made by (i)
any subsidiary; (ii) any employee benefit plan of Flowers or any subsidiary; or (iii)
any person or group of which employees of Flowers or of any subsidiary control a
greater than 25% interest; or (iv) any person or group of which Flowers is an
affiliate; provided, however, that in the event that it is conclusively determined by
Internal Revenue Service guidance or a court decision that the term “person,” for
purposes of Treasury Regulations section 1.409A-3(i)(5)(vi) has a meaning that is
narrower than the definition of the term for purposes of Section 3(a)(9) or 13(d)(3) of
the Exchange Act, then the term person shall have the meaning assigned to the term for
purposes of the Treasury Regulations issued pursuant to Section 409A of the Code;
	 
	 	(d)	 	a majority of the members of the Board of Directors are replaced within a
12-month period by Directors who are not Continuing Directors, where a “Continuing
Director” is any member of the Board of Directors whose appointment or election to the
Board of Directors was endorsed by a majority of the Continuing Directors who were
members of the Board of Directors before the date of the appointment or election in
question.




2









 












	 	(e)	 	Notwithstanding the foregoing provisions of this Section 2.4:






	 	(1)	 	A “Change in Control” shall not be deemed to have occurred for
purposes of subsection (c) of this Section 2.4 solely because (i) Flowers, (ii)
a subsidiary or (iii) any Flowers-sponsored employee stock ownership plan or
any other employee benefit plan of Flowers or any subsidiary either files or
becomes obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) under the Exchange Act disclosing
beneficial ownership by it of shares of the then-outstanding voting securities
of Flowers, whether in excess of 35% or otherwise, or because Flowers reports
that a change in control of Flowers has occurred or will occur in the future by
reason of such beneficial ownership.





     2.5. Code — means the Internal Revenue Code of 1986, as amended.



     2.6. Compensation — means cash compensation paid to a Director or Eligible Executive
by Flowers or a wholly-owned subsidiary, plus any amounts deferred pursuant to Section 4.1.



     2.7. Compensation Committee — means the Compensation Committee of the Board of
Directors.



     2.8. Compensation Limit — means the annual Compensation amount which, when multiplied
by six percent (6%), equals the maximum dollar amount of contributions which may be made to the
Flowers Foods, Inc. 401(k) Retirement Savings Plan (“401(k) Plan”) by Highly Compensated Employees
(as defined in the 401(k) Plan) which will be matched by Company contributions, as determined by
said Plan’s Administrative Committee for the Plan Year in question. As of December 31, 2008, the
Compensation Limit is $166,667; provided, however, that the amount may increase in the future.



     2.9. Director — means a member of the Board of Directors who is treated as such under
Section 3.



     2.10. Disability — means that condition in which a Participant is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or is by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of Flowers.



     2.11. EDCP Credit Rate — means the effective yield reported by Merrill Lynch & Co.
for the U.S. corporate, BBB-rated, fifteen plus-year bond index (currently referenced as the C8A4
Index or, should said yield cease to be reported, such substitute rate as may be determined by the
Compensation Committee and communicated to the participants) plus 150 basis points, determined as
of the twenty-first day prior to the first business day in said calendar quarter, or if said
twenty-first day is not a business day, the immediately preceding business day.



     2.12. Eligible Executive — means an executive employee of Flowers or a wholly-owned
subsidiary who has been designated by the Compensation Committee as being eligible to participate
in this 2005 EDCP.



     2.13. Flowers — means Flowers Foods, Inc. and any successor to such corporation that
adopts this 2005 EDCP in writing.



     2.14. 401(k) Eligible Compensation — means the amount of the Eligible Executive’s
“Compensation” as defined in Section 1.15 of the Flowers Foods, Inc. 401(k) Retirement Savings
Plan.



     2.15. IRS Qualified Plan Limit — means the maximum amount of compensation that may be
taken into account under a tax-qualified retirement plan pursuant to Code section 401(a)(17), as
that amount is adjusted by the Secretary of the Treasury for increases in the cost of living. For
2009, the IRS Qualified Plan Limit is $245,000.



3









 





     2.16. Participant — means a Director or Eligible Executive who has chosen to
participate in this Plan and who has an Account under the Plan.



     2.17. Plan — means the Flowers Foods, Inc. Executive Deferred Compensation Plan,
which was originally effective as of August 12, 2001. The 2005 EDCP constitutes an amendment and
restatement of the Flowers Foods, Inc. Executive Deferred Compensation Plan, effective as of
January 1, 2005.



     2.18. Plan Administrator — means the Senior Vice President of Human Resources of
Flowers Foods, Inc.



     2.19. Plan Year — means that twelve-month period of time, on the basis of which the
2005 EDCP is administered, and that is used for maintaining the books and records of the 2005 EDCP,
which shall be the calendar year.



     2.20. Separation from Service — means the condition that exists when an Eligible
Executive who is a participant in this Plan and Flowers reasonably anticipate that no further
services will be performed after a certain date or that the level of bona fide services that the
Eligible Executive will perform after such date (whether as an employee or an independent
contractor) would permanently decrease to no more than 20% of the average level of bona fide
services performed (whether as an employee or an independent contractor) over the immediately
preceding 36-month period (or the full period of services to Flowers if the Eligible Executive has
been providing services to Flowers for less than 36 months). For purposes of this Section 2.20,
for periods during which an Eligible Executive is on a paid bona fide leave of absence and has not
otherwise experienced a Separation from Service, the Eligible Executive is treated as providing
bona fide services at the level equal to the level of services that the Eligible Executive would
have been required to perform to receive the compensation paid with respect to such leave of
absence. Periods during which an Eligible Executive is on an unpaid bona fide leave of absence and
has not otherwise experienced a Separation from Service are disregarded for purposes of this
Section 2.20 (including for purposes of determining the applicable 36-month (or shorter) period).
In the case of a Director, such individual shall be considered to experience a Separation from
Service at the expiration of the individual’s term of service on the Board of Directors, provided
that the individual has not at that point been elected to an additional term of service as a member
of the Board of Directors. For purposes of this Section 2.20, Flowers shall be considered to
include all members of the controlled group of business entities of which Flowers is a member,
determined in accordance with Code Sections 414(b) and (c); provided, however, that in applying
Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80
percent”; and in applying Code Section 414(c), the phrase “at least 50 percent” shall be used
instead of the phrase “at least 80 percent.” The term “Separation from Service” shall in all cases
be defined in accordance with Code Section 409A and applicable Treasury Regulations.



     2.21. 2005 EDCP — means this Flowers Foods, Inc. 2005 EDCP, effective as of January
1, 2005, and as thereafter amended from time to time.



     2.22. Unforeseeable Emergency — means a severe financial hardship to the Director or
Eligible Executive resulting from an illness or accident of the Director or Eligible Executive, the
Director’s or Eligible Executive’s spouse, or a dependent (as defined in Code Section 152(a)) of
the Director or Eligible Executive, loss of the Director’s or Eligible Executive’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Director or Eligible Executive. A withdrawal on account of an
Unforeseeable Emergency may be paid to the Director or Eligible Executive only if the amounts
distributed with respect to the emergency do not exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such hardship is or may be relieved
through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s
or Eligible Executive’s assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship). This section shall be interpreted in a manner consistent with Code
Section 409A and applicable provisions of the Treasury Regulations.



4









 





SECTION 3




TERM




     3.1. Starting Date. A Director shall be treated as such under this 2005 EDCP as of
the later of January 1, 2009 or the date his election to the Board of Directors first becomes
effective. An Eligible Executive shall be treated as such under this 2005 EDCP as of the later of
January 1, 2009 or the date he is so designated by the Compensation Committee.



     3.2. Ending Date. A Director shall cease to be treated as such under this 2005 EDCP
on December 31 of the Plan Year in which he (for any reason whatsoever) no longer serves as a
member of the Board of Directors, and any deferral election made under Section 4 by that Director
shall become ineffective after such December 31 as to any Compensation otherwise actually payable
after such date. An Eligible Executive shall cease to be treated as such under this 2005 EDCP as
of the earlier of (1) January 1 of the Plan Year following the Plan Year in which he experiences a
Separation from Service with Flowers and all of the members of its controlled group for any reason
whatsoever other than a mere transfer between or among such entities or (2) January 1 of the Plan
Year following the Plan Year in which the Compensation Committee revokes his designation as an
Eligible Executive, and any deferral election made under Section 4 by him automatically shall
become ineffective on such January 1 as to any Compensation otherwise actually payable after such
date.



SECTION 4




DEFERRAL ELECTION RULES AND PROCEDURES




     4.1. Cash Compensation Only. Subject to Section 4.2, each Director and Eligible
Executive may elect to defer the payment of a percentage of his cash Compensation otherwise payable
for services rendered as such for each Plan Year beginning on and after January 1, 2009, except as
provided in subsection (b) of Section 4.3. No election shall be effective as to Compensation paid
in a form other than in cash, and an election shall (except as provided in Section 3.2) be
effective for cash Compensation otherwise payable for services rendered for the period covered by
such election under Section 4.3 even if such Compensation otherwise actually is payable after the
end of such period.



     4.2. Classification and Percentage Limitations.




	 	(a)	 	General Rules.






	 	(1)	 	An election to defer the payment of a percentage of a
Director’s or Eligible Executive’s cash Compensation otherwise payable for
services rendered as such for a Plan Year shall not be effective to the extent
that such election exceeds the limits set forth in this Section 4.2. Different
percentages of different forms of Compensation may be deferred, as indicated on
the Director’s or Eligible Executive’s election form.
	 
	 	(2)	 	Compensation shall be deemed “otherwise actually payable” under
this 2005 EDCP on the date such Compensation otherwise would have been paid
under the standard compensation and payroll practices of Flowers and its
subsidiaries, and a deferral shall be credited as of that date under Section 6.






	 	(b)	 	Base Salary. If an election applies to base salary, such election
shall apply to no more than 75% of an Eligible Executive’s base salary otherwise
actually payable for the period covered by such election under Section 4.3.
	 
	 	(c)	 	Director’s Fees. If an election applies to a Director’s fees, such
election shall apply separately to his or her monthly fees and his or her meeting fees.




5









 












	 	(d)	 	Bonuses. If an election applies to bonuses, such election shall apply
to up to 100% of any cash bonus (the annual incentive plan and/or any other cash
bonuses, as designated on the election form) otherwise actually payable for the period
covered by such election under Section 4.3. If an Eligible Executive is designated as
such by the Compensation Committee effective as of a date other than January 1, then an
election with respect to bonuses shall not be effective until the first day of the
first full Plan Year for which the individual is an Eligible Executive; provided,
however, that effective as of January 1, 2008, an Eligible Executive who is designated
as such by the Compensation Committee effective as of a date other than January 1, may
file an election form with the Compensation Committee to defer a bonus for the first
year of the person’s status as an Eligible Executive if such election is filed on or
before the 30th day after the date on which the individual is first treated
as an Eligible Executive; provided, further, the election shall apply to no more than
an amount equal to (i) the total amount of the bonus for the applicable performance
period multiplied by (ii) a fraction the numerator of which is the number of days
remaining in the performance period after the election and the denominator of which is
the total number of days in the applicable performance period.
	 
	 	(e)	 	Retainer Fees. If an election applies to a Director’s retainer fees,
such election shall apply to up to 100% of those Director’s retainer fees that the
Director has not elected to convert into equity-based compensation which are otherwise
actually payable for the period covered by such election under Section 4.3.
	 
	 	(f)	 	Other Compensation. If an election applies to Compensation not
otherwise described in this Section 4.2, such election shall apply to up to 100% of any
cash otherwise actually payable by Flowers or its subsidiaries for the period covered
by such election under Section 4.3.





     4.3. Irrevocable Election and Filing Deadlines.




	 	(a)	 	General Rule. An election to defer the payment of a percentage of a
Director’s or Eligible Executive’s cash Compensation otherwise actually payable for
services rendered shall be made on the form provided for this purpose by the
Compensation Committee. Such election shall be effective for the Plan Year (or, in the
event an election is a continuing election, the Plan Years) which begins after the date
the Director or Eligible Executive files the election form with Flowers for his cash
Compensation otherwise payable for services rendered as a Director or Eligible
Executive on and after the date such election becomes effective.
	 
	 	(b)	 	Special Rule. If a Director or Eligible Executive first is designated
as such on a date other than the first day of a Plan Year, he can elect to defer the
payment of a percentage of his cash Compensation otherwise payable for services
rendered as such for the calendar quarter or quarters remaining in such Plan Year if he
makes such election on the form provided for this purpose by the Compensation Committee
and files such election form with the Compensation Committee on or before the 30th day
after the date on which he is first treated as a Director or Eligible Executive under
Section 3; provided, however, with respect to Compensation for services performed on
and after January 1, 2009, in the case of Compensation that is based upon a specified
performance period (e.g., an annual bonus) where a deferral election is made in the
first year of eligibility but after the beginning of the performance period, the
election shall apply to no more than an amount equal to (i) the total amount of the
Compensation for the performance period multiplied by (ii) a fraction the numerator of
which is the number of days remaining in the performance period after the election and
the denominator of which is the total number of days in the performance period.
	 
	 	(c)	 	Irrevocable Election. After an election becomes effective for a Plan
Year under subsection (a) of this Section 4.3 or for the remainder of a Plan Year under
subsection (b) of this Section 4.3, the election shall be irrevocable; provided,
however, that in the event an election is a continuing election, a Director or Eligible
Executive may revoke that election effective for those Plan Years that begin after the
date on which the Director or Executive delivers written notice of such revocation to
the Compensation Committee in a form acceptable to the Compensation Committee.




6









 












	 	(d)	 	Percentage Election. An election shall describe a deferral as a
percentage of cash compensation in a whole percentage.





SECTION 5




MATCHING AND BASIC ALLOCATIONS FOR CERTAIN ELIGIBLE EXECUTIVES




     For the 2005 Plan Year, Flowers shall make a supplemental allocation to the Account of each
Eligible Executive




	 	(i)	 	who is employed by a Company listed on Schedule A attached hereto and whose
most recent date of hire is subsequent to December 31, 1998, or
	 
	 	(ii)	 	who is employed by a Company listed on Schedule B attached hereto, regardless
of his date of hire,




equal to the sum of





	 	(b)	 	50% of the amount deferred by him pursuant to Section 4.1 during such Plan
Year, to the extent that the amount so deferred does not exceed 6% of his Compensation
for such Plan Year, reduced (but not below zero) by an amount equal to 3% of
the lower of (i) his actual Compensation (not including any amounts deferred pursuant
to Section 4.1) or (ii) the Compensation Limit for such Plan Year, and
	 
	 	(c)	 	If the Eligible Executive’s Compensation is greater than the IRS Qualified Plan
Limit, 2% of the excess, if any, of the Eligible Executive’s Compensation for such Plan
Year above the IRS Qualified Plan Limit which is applicable to the Plan Year; provided,
however, that if the Eligible Executive’s Compensation is less than or equal to the IRS
Qualified Plan Limit, the amount determined under this subsection (b) shall be 2% of
the amount of Compensation deferred by the Eligible Executive under this Plan.




to be allocated to the Eligible Executive’s Account as to (a) above, as of the date on which the
Deferred Compensation would otherwise have been paid to him, and as to (b) above, as of the date
the excess Compensation which is the basis of said contribution is actually paid to him.




     For Plan Years beginning on and after January 1, 2006 but prior to January 1, 2009, Flowers
shall make a supplemental allocation to the Account of each Eligible Executive equal to the sum of:




	 	(d)	 	50% of the amount deferred by him pursuant to Section 4.1 during such Plan
Year, to the extent that the amount so deferred does not exceed 6% of his Compensation
for such Plan Year, reduced (but not below zero) by an amount equal to 3% of
the lower of (i) his actual Compensation (not including any amounts deferred pursuant
to Section 4.1) or (ii) the Compensation Limit for such Plan Year, and
	 
	 	(e)	 	If the Eligible Executive’s Compensation is greater than the IRS Qualified Plan
Limit, 3% of the excess, if any, of the Eligible Executive’s Compensation for such Plan
Year above the IRS Qualified Plan Limit which is applicable to the Plan Year; provided,
however, that if the Eligible Executive’s Compensation is less than or equal to the IRS
Qualified Plan Limit, the amount determined under this subsection (d) shall be 3% of
the amount of Compensation deferred by the Eligible Executive under this Plan.




to be allocated to the Eligible Executive’s Account as to (c) above, as of the date on which the
Deferred Compensation would otherwise have been paid to him, and as to (d) above, as of the date
the excess Compensation which is the basis of said contribution is actually paid to him.




7









 








     For 2009 and later Plan Years, Flowers shall make a supplemental allocation to the Account of
each Eligible Executive equal to the sum of the EDCP Match Amount and the EDCP Basic
True-Up Amount, as defined below.



EDCP Match Amount





	 	(f)	 	If the deferral percentage chosen by the Participant is greater than or equal
to 6%, or if the deferral percentage chosen by the Participant results in the deferral
of an amount that is equal to 6% or more of the difference (the “EDCP Match Base”)
between (i) the Participant’s Compensation less bonuses, and (ii) the lesser of (A) the
Participant’s 401(k) Eligible Compensation and (B) the Compensation Limit, then the
EDCP Match Amount equals 50% multiplied by 6%, multiplied by the EDCP Match Base.
	 
	 	(g)	 	If the deferral percentage chosen by the Participant under this Plan is less
than 6% and if the deferral percentage chosen results in the deferral of an amount that
is less than 6% of the EDCP Match Base, then the EDCP Match Amount equals 50%,
multiplied by the actual deferral percentage chosen by the Participant under this Plan,
multiplied by the EDCP Match Base.





EDCP Basic True-Up Amount





	 	(h)	 	If the Eligible Executive’s Compensation (as defined in Section 2.6) is greater
than the IRS Qualified Plan Limit for the Plan Year, then the EDCP Basic
True-Up Amount equals the amount of Compensation in excess of the IRS Qualified
Plan Limit multiplied by 3%.
	 
	 	(i)	 	If the Eligible Executive’s Compensation is less than or equal to the IRS
Qualified Plan Limit for the Plan Year, then the EDCP Basic True-Up Amount equals the
amount of compensation deferred by the Eligible Executive under this Plan, multiplied
by 3%.





SECTION 6




ACCOUNTS




     6.1. In General. Flowers shall maintain an Account for each Director and Eligible
Executive who makes an effective election under Section 4 or for whom an EDCP Basic True-Up Amount
is credited under this Plan which shall show as of a given date, on a separate sub-account for each
Plan Year for which contributions are made to the Account, (a) as a credit, the total dollar
amount, if any, deferred under Section 4 through such date and the interest credits made under
Section 7 through such date, (b) as a credit, the total dollar amount, if any, of any supplemental
allocations made by Flowers under Section 5 through such date and the interest or cash dividend
credits, as appropriate, made under Section 7 through such date, (c) as a debit, the total dollar
amount, if any, distributed under Section 8 through such date, (d) the excess of such credits over
such debits, or the “account balance,” at the end of each such date and (e) such other data as the
Compensation Committee deems relevant. If a person participates in this 2005 EDCP as a Director
and as an Eligible Executive, separate Accounts shall be maintained for the deferrals that he
elects as a Director and for the deferrals that he elects as an Eligible Executive. Each Account
shall be cancelled when the Account balance reaches zero. If an Account is maintained during a
Plan Year for a Director or Eligible Executive, after the end of such year, Flowers shall furnish a
statement to such Director or Eligible Executive that shows the balance in his Account at the end
of such year and (at the Compensation Committee’s discretion) such other Account data as the
Compensation Committee deems appropriate.



     6.2. Accounts Fully Vested. The Account of each Participant shall be fully vested and
nonforfeitable at all times.



8









 





SECTION 7




INVESTMENT EARNINGS CREDIT




     7.1. In General. Interest credits shall be made by Flowers at the EDCP Credit Rate to
each Account (excluding the portion of the Account that is deemed to be invested in the Flowers
Stock Tracking Account under Section 7.2) as of the end of the last day in each calendar quarter
based on the daily Account balance in each such Account over each such quarter. The date in any
such calendar quarter on which an Account balance becomes zero shall be treated for this purpose as
the last day of such quarter.



     7.2. Special 2008 One-Time Election. Notwithstanding any other provision herein, a
Participant who has an Account under the Plan as of December 1, 2008 may irrevocably elect, in such
manner and by means of such election forms as the Compensation Committee or its delegate shall
prescribe, to have all or a portion of the Account balance as of December 31, 2008 treated as if
invested in a hypothetical investment account (“Flowers Stock Tracking Account”) under the Plan
that will “track” the value of the common stock of Flowers Foods, Inc. The number of hypothetical
shares of the Flowers Stock Tracking Account allocated to the Account of any Participant shall be
equal to the number of whole shares which results from dividing (i) amount designated by the
Participant by (ii) the closing price of the common stock of Flowers Foods, Inc. on January 2,
2009. Such number of hypothetical shares shall be adjusted from time to time to reflect stock
splits and stock dividends with respect to the Flowers Foods, Inc. common stock, in accordance with
methods prescribed by the Compensation Committee and consistent with Treasury Regulations under
Code Section 424.



     The Account of a Participant who makes an election under this Section 7.2 shall be credited
with hypothetical cash dividends based upon the number of hypothetical shares of the common stock
of Flowers Foods, Inc. at such time as actual cash dividends are paid to the holders of the common
stock of Flowers. The hypothetical cash dividends shall be credited to the portion of the
Participant’s Account other than the portion deemed to be invested in the Flowers Stock
Tracking Account, and thereafter the amounts of the hypothetical cash dividends will be increased
by interest credits in accordance with Section 7.1. Any election under this Section 7.2 must be
made no later than December 19, 2008. Deferrals of compensation for 2009 and later years will not
be deemed to be invested in the Flowers Stock Tracking Account. Upon a distribution under this
Plan, a Participant will receive in kind (in accordance with the method of distribution previously
elected by the Participant in accordance with the provisions of this Plan) a number of shares of
Flowers Foods, Inc. common stock equal to the number of shares of the Flowers Foods Tracking
Account allocated to the Participant’s Account at the time of distribution.



SECTION 8




DISTRIBUTIONS




     8.1. Distribution Events.




	 	(a)	 	Subject to Section 8.5, the distribution of a Director’s or Eligible
Executive’s Account shall occur or commence (according to the form thereof) (i) on
February 15 of a year specified by the Director or Eligible Executive in an election
made in accordance with this Plan, which year may be prior to or within or following
the individual’s Separation from Service, or (ii) upon the Participant’s Separation
from Service. Separate elections may be made with respect to each Plan Year’s
subaccount. In the absence of such an election for a given subaccount, distribution
will occur on the 30th day after the date the Director or Eligible Executive
(for any reason whatsoever) experiences a Separation from Service with Flowers and its
subsidiaries (other than a mere transfer between or among such entities).
	 
	 	(b)	 	If a Participant sustains a Disability or dies prior to experiencing a
Separation from Service, or prior to the year specified by the Director or Eligible
Executive in his election (as the case may be), distribution of the Account shall
commence upon the date of death or Disability; provided, however, that the Director or
Eligible Executive shall not be permitted directly or indirectly to designate the
calendar year of the payment.




9









 












	 	(c)	 	Each distribution to a Director or Eligible Executive under this Section 8
shall become a debit against his appropriate subaccount under Section 6 on the date the
distribution is made by Flowers.
	 
	 	(d)	 	Notwithstanding any other provision herein, in the case of a Participant who is
a “specified employee” (within the meaning of Code Section 409A and the Treasury
Regulations issued pursuant to that section), payment upon Separation from Service or
Disability shall be deferred until the first day of the seventh month after the month
in which occurs the date of the Participant’s Separation from Service with Flowers and
its subsidiaries.





     8.2. Methods. Subject to Sections 8.4 and 8.5, the distribution of an Account that is
made to a Director or Eligible Executive upon Separation from Service shall be made in equal
quarterly installments over 60 calendar quarters; provided, however, that a Director or Eligible
Executive may request in writing (at the time of his initial deferral election) that the
Compensation Committee direct that his distribution be made:




	 	(a)	 	in a lump-sum;
	 
	 	(b)	 	in equal quarterly installments over a specific number of calendar quarters
that is less than 60 calendar quarters during which period interest or dividend
credits, as appropriate, will be made under Section 7 and distributed under Section 8.3
pending such lump sum distribution; or
	 
	 	(c)	 	in a lump-sum at the expiration of a specific number of calendar quarters that
is 60 or less, following Separation from Service during which period interest credits
shall be made under Section 7 and distributed under Section 8.3 pending such lump-sum
distribution.





     Subject to Section 8.5, the distribution of an Account which is made to a Director or Eligible
Executive on February 15 of a year specified by the Director or Eligible Executive shall be made in
a lump sum only.



     Effective as of January 1, 2005, with respect to the deferral of Compensation attributable to
services performed in 2005 and later calendar years, any election with regard to the timing or form
of the distribution may be amended provided that all of the following requirements are met:




	 	(a)	 	the amendment of the election shall not take effect until at least 12 months
after the date on which such amendment is made;
	 
	 	(b)	 	in the case of an amendment of an election related to a payment not made on
account of the Director’s or Eligible Executive’s death or disability or an
Unforeseeable Emergency, the first payment with respect to which the amendment is made
shall in all cases be deferred for a period of not less than 5 years from the date on
which such payment otherwise would have been made;
	 
	 	(c)	 	in the case of an amendment of an election related to a payment that is to be
made at a specified time or pursuant to a fixed schedule, such an amendment of the
election must be made at least 12 months prior to the date of the first scheduled
payment.





     An election with respect to the timing or form of the distribution of amounts of deferred
Compensation with respect to the performance of services prior to January 1, 2005 shall be governed
by the provisions of the Plan in effect on December 31, 2004 and applicable law in effect prior to
the enactment of Code Section 409A.



     The calculation of equal quarterly installments for a distribution shall be made by dividing
an Account balance on the date as of which distribution is scheduled to commence under Section 8.1
by the number of calendar quarters over which the distribution shall be made. Interest shall
continue to be credited, and shall be distributed at the time of each quarterly distribution, as
provided in Section 7 and Section 8.3. With respect to the Flowers Stock Tracking Account, the
number of shares deemed to be invested in said account shall be divided by the number of said
calendar quarters, and the resulting number of shares shall be distributed in kind each quarter, in
whole shares, and any fractional shares resulting from said calculation shall be held and
aggregated and distributed as part of the final distribution; hypothetical cash dividends, based on
the actual dividends paid on the Flowers Foods, Inc.



10









 





Common Stock shall continue to be credited with respect to the number of hypothetical shares
of the Flowers Stock Tracking Account remaining in the Participant’s Account (after giving effect
to the distributions).



     Notwithstanding any other provision hereof to the contrary, following a Change in Control of
Flowers, the undistributed balance of each Director’s and Eligible Executive’s Account shall be
immediately distributed in a lump-sum.



     Distributions of Flowers Foods, Inc. common stock under Section 7.2 shall be subject to any
restrictions on distributions that may be imposed pursuant to regulations or other guidance of the
Securities and Exchange Commission.



     8.3. Interest Credits. Interest credits and cash dividend credits (with respect to
the Flowers Stock Tracking Account) made under Section 7 to an Account after the date the
distribution of that Account is scheduled to commence under Section 8.1 shall be distributed in the
form of cash to the Director or Eligible Executive as soon as practicable after the date the credit
is made under Section 7.



     8.4. Automatic Lump-Sum. If an Eligible Executive’s entire Account balance under this
Plan, including both the portion of the Account attributable to service as an Eligible Executive
and the portion attributable to service as a Director (when aggregated with the balances of the
individual under all other nonqualified deferred compensation plans that are required to be
aggregated with this Plan under the Treasury Regulations issued pursuant to Code Section 409A) is
equal to or less than the amount of the applicable dollar limitation under Code section
402(g)(1)(B) for the calendar year in which falls the date on which distribution is scheduled to
commence under Section 8.1, such Account balance shall be distributed automatically in a lump-sum.
For the year 2008, such dollar limitation is $15,500. If a person has one Account as a Director
and one Account as an Eligible Executive, such Accounts shall be aggregated to determine whether
this Section 8.4 is applicable to either such Account, even if such Accounts do not become
distributable under Section 8.1 as of the same date.



     8.5. Special Circumstances. The Compensation Committee shall upon the application of
a Director or Eligible Executive, make a distribution to the Director or Eligible Executive in the
event that the Director or Eligible Executive experiences an Unforeseeable Emergency. In such case
the amount or amounts distributed shall not exceed the amounts necessary to satisfy such
Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of
the distribution, after taking into account the extent to which such Unforeseeable Emergency is or
may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation
of the Director’s or Eligible Executive’s assets (to the extent the liquidation of such assets
would not itself cause severe financial hardship). The Compensation Committee also shall make a
lump sum distribution of the entire Account to a Director’s or Eligible Executive’s Beneficiary in
the event of the Director’s or Eligible Executive’s death.



     8.6. Source of Distributions. All distributions under this 2005 EDCP shall be made by
Flowers from its general assets, and the status of each Director’s and Eligible Executive’s claim
to his Account balance shall be the same as the status of a claim against Flowers by any of its
general and unsecured creditors. The shares of Flowers Foods, Inc. Common Stock distributed from
the 2005 EDCP may be treasury shares or shares acquired by Flowers on the open market. No person
shall look to, or have any claim whatsoever against, any officer, director, employee or agent of
Flowers in his individual capacity for the distribution of his Account balance or for the payment
of any other amounts in connection with his Account.



     8.7. Special Rule for 2008. With respect to the Plan Year 2008 only, the Compensation
Committee or its delegate is authorized to prescribe rules and procedures under which eligible
Participants may amend elections as to the time and form of distribution in accordance with
Internal Revenue Service Notice 2005-1; Section XI of the Preamble to the Proposed Regulations
under Section 409A, 70 Fed. Reg. 57930; Internal Revenue Service Notice 2006-79; and Internal
Revenue Service Notice 2007-86. Notwithstanding the foregoing, no amendment of an election
pursuant to this Section 8.7 shall affect the time or form of payment of an amount that otherwise
would be payable in 2008 (under the Participant’s prior election or under the provisions of this
Plan), nor shall such an amendment of an election accelerate into 2008 the payment of an amount
that otherwise would be paid in a year later than 2008.



11









 





SECTION 9




MISCELLANEOUS




     9.1. Beneficiary. Each Director and Eligible Executive (for whom an Account is
maintained) shall designate a Beneficiary or Beneficiaries to receive the balance, if any, of his
Account under this 2005 EDCP in the event of his death. Such designation shall be made on a form
acceptable to the Compensation Committee and shall become effective when delivered to the
Compensation Committee. If no such designated Beneficiary survives an Eligible Executive or if no
designation is made, the Eligible Executive’s estate shall be deemed his designated Beneficiary
under this 2005 EDCP.



     9.2. No Assignment; Binding Effect. No Director, Eligible Executive or Beneficiary
shall have the right to alienate, assign, commute or otherwise encumber an Account for any purpose
whatsoever, and any attempt to do so shall be disregarded completely as null and void. The
provisions of this 2005 EDCP shall be binding on each Director and Eligible Executive (and on each
person who claims a benefit under him) and on Flowers (and on any successor to Flowers).



     9.3. ERISA and the Code. Flowers intends that this 2005 EDCP come within the various
exceptions and exemptions in sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), and section 2520.104-23 of the U.S. Department of
Labor Regulations under ERISA for an unfunded deferred compensation plan maintained primarily for a
select group of management or highly compensated employees, and any ambiguities in this 2005 EDCP
shall be construed to effect that intent. It is intended that the 2005 EDCP shall meet the
requirements of Code section 409A, in order to obtain for Directors and Eligible Executives the
benefits of a deferral of the federal income tax on certain items of compensation income; provided,
however, that Flowers does not guarantee that the requirements of Code section 409A will be met.
If any provision of this 2005 EDCP is susceptible of two interpretations, one of which results in
the compliance of the 2005 EDCP with Code section 409A and the applicable Treasury Regulations, and
one of which does not, then the provision shall be given the interpretation that results in
compliance with section 409A and the applicable Treasury Regulations.



     9.4. Plan Administration.




	 	(a)	 	Compensation Committee Powers. The Compensation Committee shall have
overall responsibility for the administration of this 2005 EDCP, and shall have the
power to take such equitable and other action as the Compensation Committee, acting in
its absolute discretion, deems proper or appropriate under the circumstances (including
the power to delegate Compensation Committee functions to others), to the extent that
such action is not inconsistent with the express provisions of this 2005 EDCP, as
approved by the Board of Directors. However, no member of the Compensation Committee
shall act on any request made by him under Section 8.2 or on any determination under
Section 3.1, Section 3.2, Section 8.5, or Section 9.5 which relates solely to himself.
	 
	 	(b)	 	Plan Administrator Responsibilities. The day-to-day administration of
the Plan shall be the responsibility of the Plan Administrator, subject to the
oversight of the Compensation Committee, as provided in subsection (a) above. In the
discharge of his responsibilities, the Plan Administrator shall have the discretion to
interpret the provisions of the Plan, to determine the rights and status under the Plan
of Participants and other persons, to resolve questions (including factual questions)
or disputes arising under the Plan, and to make determinations with respect to the
benefits payable under the Plan and the persons entitled to those benefits. The Plan
Administrator may delegate to others any of his administrative duties, including,
without limitation, duties with respect to the processing, review, investigation,
approval and payment of benefits; duties with respect to the solicitation and
processing of the election forms of Participants; the withholding from compensation
payments of amounts that Participants have elected to defer under this Plan; and the
maintenance of accounts and the preparation and distribution of statements to
Participants.




12









 











     9.5. Claims Procedures.




	 	(a)	 	In General — Claims Based on a Distribution Event other than Disability






	 	(1)	 	The Compensation Committee shall determine the rights of any
Director or Eligible Executive to any benefits hereunder. Any person who
believes that he has not received the benefits to which he is entitled under
the 2005 EDCP may file a claim in writing with the Compensation Committee.
The Compensation Committee shall, no later than 90 days after the receipt of a
claim (plus an additional period of 90 days if required for processing,
provided that notice of the extension of time is given to the claimant within
the first 90-day period), either allow or deny the claim in writing. If a
claimant does not receive written notice of the Compensation Committee’s
decision on his claim within the above-mentioned period, the claim shall be
deemed to have been denied in full.
	 
	 	(2)	 	A denial of a claim by the Compensation Committee, wholly or
partially, shall be written in a manner calculated to be understood by the
claimant and shall include:






	 	(A)	 	the specific reasons for the denial;
	 
	 	(B)	 	specific reference to pertinent provisions of
this 2005 EDCP on which the denial is based;
	 
	 	(C)	 	a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and
	 
	 	(D)	 	an explanation of the claim review procedure.






	 	(3)	 	A claimant whose claim is denied (or his duly authorized
representative) may within 60 days after receipt of denial of a claim file with
the Plan Administrator a written request for a review of such claim. If the
claimant does not file a request for review of his claim within such 60-day
period, the claimant shall be deemed to have acquiesced in the original
decision of the Compensation Committee on his claim. If such an appeal is so
filed within such 60-day period, the Compensation Committee (or its delegate)
shall conduct a full and fair review of such claim.
	 
	 	(4)	 	Flowers shall mail or deliver to the claimant a written
decision on the matter based on the facts and the pertinent provisions of the
2005 EDCP within 60 days after the receipt of the request for review (unless
special circumstances require an extension of up to 60 additional days, in
which case written notice of such extension shall be given to the claimant
prior to the commencement of such extension period). Such decision shall be
written in a manner calculated to be understood by the claimant, shall state
the specific reasons for the decision and the specific 2005 EDCP provisions on
which the decision was based and shall, to the extent permitted by law, be
final and binding on all interested persons. If the decision on review is not
furnished to the claimant within the above-mentioned time period, the claim
shall be deemed to have been denied on review.






	 	(b)	 	Claims to Distributions Based upon Disability of a Director or Eligible
Executive.






	 	(1)	 	Claims involving Disability initially shall be reviewed by the
Plan Administrator. If the claim is wholly or partially denied by the Plan
Administrator, the Plan Administrator shall, within a reasonable period of
time, but not later than 45 days (unless such period is extended as provided in
paragraph (ii) below) after receipt of the claim by the Plan Administrator,
notify the claimant in writing of such denial. Such notice shall be written in
a manner calculated to be understood by the claimant and shall (A) state the
specific




13









 






	 	 	 	reason(s) for the denial of the claim, (B) make references to the specific
provisions of the Plan on which the denial of the claim is based, (C)
contain a description of any additional material or information necessary
for the claimant to perfect his claim and an explanation of why it is
necessary, (D) contain a description of the Plan’s review procedures under
paragraph (iii) below, and the time limits applicable to such procedures,
including a statement of the claimant’s rights to bring a civil action under
section 502(a) of ERISA following an adverse benefit determination on
review, and (E) if an internal rule, guideline, protocol or other similar
criterion was relied upon in making the adverse determination, contain
either the specific rule, guideline, protocol, or other similar criterion,
or a statement that such rule, guideline, protocol, or other similar
criterion was relied upon in making the adverse determination and that a
copy of such rule, guideline, protocol, or other similar criterion will be
provided free of charge to the claimant upon request.






	 	(2)	 	The 45-day period set forth above may be extended by the Plan
Administrator for up to 30 days, provided that the Plan Administrator
determines that such an extension is necessary due to matters beyond the
control of the Plan Administrator and notifies the claimant, prior to the
expiration of the initial 45-day period, of the circumstances requiring the
extension of time and the date by which the Plan Administrator expects to
render a decision. Additionally, if, prior to the end of the first 30-day
extension period, the Plan Administrator determines that, due to matters beyond
the control of the Plan Administrator, a decision cannot be rendered within
that extension period, the period for making the determination may be extended
for up to an additional 30 days, provided that the Plan Administrator notifies
the claimant, prior to the expiration of the first 30-day extension period, of
the circumstances requiring the extension and the date as of which the Plan
Administrator expects to render a decision. In the event of any extension
under this paragraph (iii), the notice of extension shall specifically explain
the standards on which entitlement to a benefit is based, the unresolved issues
that prevent a decision on the claim, and the additional information needed to
resolve the issues. The claimant shall be afforded at least 45 days within
which to provide the specified information. Additionally, in the event that a
period of time is extended due to a claimant’s failure to submit information
necessary to decide a claim, the period for making the benefit determination
shall be tolled from the date on which the notification of the extension is
sent to the claimant until the date on which the claimant responds to the
request for additional information.
	 
	 	(3)	 	Within 180 days after receipt of a notification of a denial of
a claim, the claimant or his duly authorized representative may appeal such
denial by filing with the Plan Administrator his written request for a review
of his claim. If such an appeal is so filed within 180 days, the Compensation
Committee shall conduct a full and fair review of such claim. During such full
and fair review, the claimant shall be provided with the opportunity to submit
written comments, documents, records, and other information relating to the
claim for benefits and reasonable access to and copies of, upon request and
free of charge, all documents, records, and other information relevant to the
claimant’s claim for benefits. In addition, such full and fair review shall
(A) take into account all comments, documents, records, and other information
submitted by the claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination,
(B) not afford deference to the initial adverse benefit determination, (C) be
conducted by the Compensation Committee, which is neither the individual or
body who made the adverse benefit determination that is the subject of the
appeal, nor the subordinate of such individual or body, (D) provide that, in
deciding any appeal of any adverse benefit determination that is based in whole
or in part on a medical judgment, the Compensation Committee 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 is neither the
individual who was consulted in connection with the adverse benefit
determination that is the subject of the appeal, nor the subordinate of any




14









 






	 	 	 	such individual, and (E) provide for the identification of medical or
vocational experts whose advice was obtained on behalf of the Plan in
connection with the claimant’s adverse benefit determination, without regard
to whether the advice was relied upon in making the initial benefit
determination. The decision of the Compensation Committee shall be made in
a writing delivered to the claimant within a reasonable time, but in no
event later than 45 days after the receipt of the request for review unless
special circumstances require an extension of time for processing. If the
Compensation Committee determines that an extension of time for processing
is required, written notice of the extension shall be furnished to the
claimant setting forth the special circumstances requiring an extension of
time and the date by which the Compensation Committee expects to render a
decision on review, and shall be furnished prior to the termination of the
initial 45-day period. In no event shall such extension exceed a period of
45 days from the end of the initial 45-day period. In the case of an
adverse benefit determination on review, the notice of the determination (I)
shall be written in a manner calculated to be understood by the claimant,
(II) shall state the specific reasons for the determination, (III) shall
make reference(s) to specific provisions of the Plan on which the
determination is based, (IV) shall contain a statement that the claimant is
entitled to receive, upon request, and free of charge, reasonable access to,
and copies of all documents, records, and other information relevant to the
claimant’s claim for benefits, (V) shall contain a statement describing any
voluntary appeal procedures offered by the Plan and the claimant’s right to
obtain information about such procedures and a statement of the claimant’s
right to bring an action under section 502(a) of ERISA, and (VI) if an
internal rule, guideline, protocol or other similar criterion was relied
upon in making the adverse determination, shall contain either the specific
rule, guideline, protocol, or other similar criterion, or a statement that
such rule, guideline, protocol, or other similar criterion was relied upon
in making the adverse determination and that a copy of the rule, guideline,
protocol or other similar criterion will be provided free of charge to the
claimant upon request. To the extent permitted by applicable law, the
determination on review shall be final and binding on all interested
persons. In performing the duties under this paragraph (3), the
Compensation Committee shall have complete power to interpret the Plan and
make factual findings with respect thereto.





     9.6. Construction. This 2005 EDCP shall be construed in accordance with the laws of
the State of Georgia. Headings and sub-headings have been added only for convenience of reference
and shall have no substantive effect. References to the masculine gender shall include the
feminine whenever appropriate. References to the singular shall include the plural and references
to the plural shall include the singular, whenever appropriate. The terms “Director” and “Eligible
Executive” shall include (except under Section 4) a former Director, a former Eligible Executive
and any Beneficiary of a deceased Director or Eligible Executive.



     9.7. Term of Office. A Director’s participation in this 2005 EDCP shall not
constitute a contract for a Director to serve as a member of the Board of Directors for any
particular term or for any particular fee, and participation in this 2005 EDCP shall have no
bearing whatsoever on such terms, fees or any other conditions of membership on the Board of
Directors.



     9.8. Employment Contract. An Eligible Executive’s participation in this 2005 EDCP
shall not constitute an employment contract, and (subject to the terms of any separate employment
agreement between Flowers and Eligible Executive) Flowers shall have the right at any time to
terminate his employment, to reduce his cash or other compensation or to take such other action in
connection with his employment as Flowers deems appropriate without regard to this 2005 EDCP.



     9.9. Amendment. The Board of Directors upon the recommendation of the
Compensation Committee, shall have the right, at its discretion, to amend this 2005 EDCP from time
to time; provided, however, that except as may be permitted by Code section 409A and the applicable
Treasury Regulations, no amendment shall have the effect of restricting, delaying or impeding the
distribution of any Director’s or Eligible Executive’s Account pursuant to the terms of this 2005
EDCP, as in effect prior to such amendment.



15









 





     9.10. Termination. The Board of Directors upon the recommendation of the Compensation
Committee, shall have the right, at its discretion, to terminate this 2005 EDCP at any time for any
reason; provided, however, that upon the termination of the 2005 EDCP, no Director
or Eligible Executive shall be deprived of his or her Account, determined in accordance with the
provisions of the Plan.



     9.11. Electronic Communications. Whenever, under this Plan, an Eligible Executive, a
Director, or a Beneficiary is required or permitted to make an election, provide a notice, give a
consent, request a distribution, or otherwise communicate with Flowers, the Compensation Committee,
the Plan Administrator, the trustee of a trust associated with the Plan, or a delegate of any of
them, to the extent permitted by law, the election, notice, consent, distribution request or other
communication may be transmitted by means of telephonic or other electronic communication, if the
administrative procedures under the Plan provide for such means of communication.



     IN
WITNESS WHEREOF, Flowers Foods, Inc. has executed this 2005 EDCP this 29th
day of December, 2008, to be effective as of January 1, 2005.



	 	 	 	 	 
	 	FLOWERS FOODS, INC.

 	 
	 	By:  	/s/
R. Steve Kinsey	 
	 	 	Title: 	Executive
Vice President and 

Chief Financial Officer	 
	 	 	 	 



16









 






	 	 	 	 	 



SCHEDULE A




Adopting Employers




Flowers Baking Co. of Opelika, LLC




Flowers Baking Co. of Texarkana, LLC




Flowers Baking Co. of Miami, LLC




Flowers Baking Co. of Jacksonville, LLC




Flowers Baking Company of Bradenton, LLC




Flowers Baking Co. of Thomasville, LLC




Flowers Baking Co. of Baton Rouge, LLC




Flowers Baking Co. of Jamestown, LLC




Flowers Baking Co. of Morristown, LLC




Flowers Baking Co. of El Paso, LLC




Flowers Baking Co. of Lynchburg, LLC




Flowers Baking Co. of West Virginia, LLC




Flowers Baking Co. of Tyler, LLC




Flowers Bakery of Montgomery, LLC




Flowers Baking Co. of Tucker, LLC




Flowers Bakery of London, LLC




Flowers Bakery of Crossville, LLC




Flowers Foods Bakeries Group, LLC




Flowers Baking Co. of Tuscaloosa, LLC




Flowers Baking Co. of Lafayette, LLC




Flowers Baking Co. of New Orleans, LLC




Flowers Baking Co. of Houston, LLC









17









 











SCHEDULE B




Adopting Employers




Flowers Foods, Inc.




Bailey Street Bakery, LLC




Flowers Bakery of Birmingham, LLC




Shipley Baking Company, LLC




Flowers Baking Co. of Villa Rica, LLC




Franklin Baking Company, LLC




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Flowers Bakery of Atlanta, LLC




Flowers Baking Co. of Norfolk, LLC




Flowers Baking Co. of Nashville, LLC




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