EX-10.15 NINTH AMENDMENT TO THE FLOWERS FOODS,INC.



 






EXHIBIT 10.15




NINTH AMENDMENT TO THE

FLOWERS FOODS, INC. RETIREMENT PLAN NO. 1




As amended and restated effective as of March 26, 2001




     THIS AMENDMENT to the Flowers Foods, Inc. Retirement Plan No. 1, as amended
and restated effective as of March 26, 2001 (the “Plan”), made this 7 day of
November, 2005, by Flowers Foods, Inc. (hereinafter referred to as
the “Company”).



W I T N E S S E T H :




     WHEREAS, following the assumption of the sponsorship of the Plan (which
previously was sponsored by Flowers Industries, Inc.) the Company now sponsors and maintains
the Plan of for the exclusive benefit of its employees and their beneficiaries, and pursuant to
Section 10.02(a) thereof, the Company has the right to amend the Plan at any time; and



     WHEREAS, the Company wishes to amend the Plan at this time in order to provide for
the cessation of the accrual of additional benefits under the Plan, and for other purposes;



     NOW, THEREFORE, the Plan is hereby amended as follows, effective as specified herein:



 









 





I.




     Section 1.02 of the Plan is amended by adding the following new subsection (d)
at the end thereof, effective as of December 31, 2005:




     (d)      Cessation of Accruals. Notwithstanding any other
provision of this Plan, effective as of December 31, 2005, no additional
benefits shall accrue under the Plan, and the Accrued Benefit of any Participant
shall be the amount determined under this Section 1.02 as of December 31, 2005,
as if the Participant had ceased to be an Employee on that date.



II.




     Section 1.13 of the Plan is amended by adding a new subsection (g) as follows,
effective as of December 31, 2005:




     (g)      Cessation of Accruals. Notwithstanding any other
provision of this Plan, Compensation paid after December 31,
2005 shall not be taken into account in determining the Normal
Retirement Benefit Amount under this Plan.



III.




     Section 1.33 of the Plan is amended by adding a new subsection (j) as follows,
effective as of December 31, 2005:




     (j)      Notwithstanding any other provision of this Plan,
effective as of December 31, 2005, for purposes of determining
benefit accrual, no additional Hours of Service shall be credited to
Participants with respect to periods of time after that date.



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IV.




     Section 1.59 of the Plan is amended by adding the following paragraph (xii) to
subsection (b), effective as of December 31, 2005:




     (xii)      Notwithstanding any other provision of this Plan, in
determining a Participant’s Years of Benefit Service, a Participant
shall not earn Years of Benefit Service based upon service or Hours of Service
that are allocable to periods of time after December 31, 2005.



V.




     Section 3.01
of the Plan is amended by adding the following new sentence before
the last sentence of subsection (a), effective as of December 31, 2005:




In addition, a Participant whose employment has not terminated as
of December 31, 2005 shall be 100% vested in his Accrued Benefit
as of that date.



VI.




     All other provisions of the Plan non inconsistent herewith are confirmed
and ratified.



     IN WITNESS WHEREOF, this Ninth Amendment has been executed on the day
and year first above written.



	 	 	 	 	 
	 	COMPANY



FLOWERS FOODS, INC.

 	 
	 	By:  	/s/ Jimmy M. Woodward
 	 
	 	 	Title: Senior Vice-President and
Chief Financial Officer	 
	 	 	 	 
	 




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