EXHIBIT 4.2

                                  STRONG FUNDS
                 NON-STANDARDIZED PROFIT SHARING PLAN AND TRUST
                               WITH 401(k) FEATURE
                             ADOPTION AGREEMENT #001

The undersigned Employer adopts the Strong Funds Non-Standardized Profit Sharing
Plan and Trust with 401(k)  Feature  for those  Employees  who shall  qualify as
Participants hereunder, to be known as the

               Whole Foods Market Growing Your Future 401(k) Plan
 -------------------------------------------------------------------------------
                                (Enter Plan Name)

The Plan shall be effective as of the date specified  below. The Employer hereby
selects the following Plan specifications:


I.       EMPLOYER INFORMATION

         Name of Employer        Whole Foods Market, Inc.
                         -------------------------------------------------------

         Address              601 North Lamar, Suite 300
                  --------------------------------------------------------------

                                Austin, TX  78703
                  --------------------------------------------------------------

         Telephone                  (512) 477-5566
                  --------------------------------------------------------------


         Employer Identification Number           74 - 2410197
                                       -----------------------------------------


         A.    TYPE OF ENTITY

                  ( ) S Corporation
                  ( ) Professional Service Corporation
                  (x) Corporation
                  ( ) Sole Proprietorship
                  ( ) Partnership
                  ( ) Other (specify)
                                     ------------------------------------------


         AND, is the Employer a member of...

                      a controlled group?              (x) Yes  ( ) No
                      an affiliated service group?     ( ) Yes  ( ) No


         B.       PLAN NUMBER assigned by the Employer (select one)

                  ( ) 001   (x) 002   ( ) 003   ( ) Other
                                                         ----------------------

                     (C)1997 Strong Capital Management, Inc.


                                      1
<PAGE>




         C.       EMPLOYER FISCAL YEAR means the 12 consecutive month period:

               Commencing on                               (e.g., January 1st)
                             ------------------------------
                                   month   day
               and ending on    Last Sunday in September
                             ------------------------------
                                     month   day

--------------------------------------------------------------------------------


II.      PLAN INFORMATION

         A.       EFFECTIVE DATE

         This  Adoption  Agreement of the Strong Funds  Non-Standardized  Profit
Sharing Plan and Trust with 401(k) Feature shall:

              (x) establish a new Plan and Trust effective as of
                          January 1, 2002            (hereinafter called the
                  -----------------------------------
                  "Effective Date").

              ( ) constitute an amendment and restatement in its entirety
                  of a previously established qualified Plan and Trust of
                  the Employer which was effective
                                                  --------------------------
                  (hereinafter called the "Effective Date"). Except as
                  specifically provided in the Plan, the effective date of
                  this amendment and restatement is                         .
                                                    ------------------------


         B.       PLAN YEAR

                  PLAN YEAR means the 12 consecutive month period:

                     Commencing on    January 1st            (e.g., January 1st)
                                     ------------------------

                      and ending on   December 31st          .
                                     ------------------------


         C.       IS THERE A SHORT PLAN YEAR?

                  (x) No

                  ( ) Yes, beginning
                                     -----------------------------------------

                      and ending on
                                     ------------------------------------------



--------------------------------------------------------------------------------

                                       2
<PAGE>


III.     COMPENSATION

         A.       COMPENSATION with respect to any Participant means:

                  ( ) Wages, Tips and Other Compensation on Form W-2.
                  ( ) ss.3401(a) Wages (wages for withholding purposes).
                  (x) ss.415 Safe-Harbor Compensation.

                  NOTE:  The above  options are fully defined in section 1.10 of
                         the Basic Plan Document.


         B.       AND COMPENSATION

                    ( )      shall exclude
                    (x)      shall not exclude

                    all of the following  (even if includible in gross  income):
                    reimbursements or other expense allowances,  fringe benefits
                    (cash or noncash),  moving expenses,  deferred compensation,
                    and welfare benefits.

                    HOWEVER,  for  non-integrated   plans,   Compensation  shall
                    exclude the following (select all that apply):

                      (x)      N/A. No exclusions
                      ( )      overtime
                      ( )      bonuses
                      ( )      commissions
                      ( )      other
                                     ------------------------------------------


         C.       COMPENSATION shall be measured over the following period:

                    ( )  The Plan Year.

                    (x)  The Plan Year.  However,  for the Plan Year in which an
                         Employee's  participation begins,  Compensation will be
                         measured  from  the date the  Participant  entered  the
                         Plan.

                    ( )  A 12 consecutive month period beginning on
                                        and ending with or within the Plan Year.
                         --------------

                  NOTE:  The Limitation  Year for Annual  Additions shall be the
                         same as the year on which Compensation is based.


         D.       IN ADDITION, COMPENSATION

                      (x) shall include
                      ( ) shall not include

                      Compensation  which  is not  currently  includible  in the
                      Participant's gross income by reason of the application of
                      Code ss.ss.125, 402(e)(3), 402(h)(1)(B) or 403(b).

--------------------------------------------------------------------------------

                                       3
<PAGE>


IV.      CONTRIBUTION PERIODS

          A.   The  Contribution  Period  for  Elective  Deferral  Contributions
               and/or Employee Contributions shall be:

                      ( )    Monthly
                      (x)    Bi-weekly
                      ( )    Other                      (at least once a year)
                                    ----------------------
                      ( )    N/A. No Elective Deferral or Employee Contributions
                             will be made.

          B.   The Contribution Period for Matching Contributions shall be:

                      ( )      Annual (based on the Plan Year)
                      ( )      Monthly
                      ( )      Bi-weekly
                      (x)      Other     Quarterly        (at least once a year)
                                    ----------------------
                      ( )      N/A.  No Matching Contributions will be made.

          C.   The   Contribution   Period  for  Nonelective   (Profit  Sharing)
               Contributions shall be:

                      ( )      Annual (based on the Plan Year)
                      ( )      Other                      (at least once a year)
                                    ----------------------
                      (x)      N/A.  No Nonelective Contributions will be made.

--------------------------------------------------------------------------------

V.       ELIGIBILITY AND PLAN ENTRY PROVISIONS
                            [SEE ADDENDUM NUMBER ONE]
         A.       ELIGIBILITY REQUIREMENTS

               1.   To become a Participant, an Employee must meet the following
                    Age and Service Requirements:

                      ( )      Immediate Participation.  No Age or Service
                               Requirements.

                      (x)      Age Requirement

                                  The minimum attained age is   21   years. (Not
                                                              ------
                                  greater than 21 years.  If an annual Entry
                                  Date is chosen, the minimum age may not exceed
                                  20 1/2years).

                      (x)      Service Requirement

                                   1      Year of Service. (Not greater than 1
                               ----------
                               Year if the Plan provides for graded vesting; not
                               greater  than 2 Years  if the Plan  provides  for
                               full and immediate vesting upon participation. If
                               the  Year(s)  of Service  includes  a  fractional
                               year,   an  Employee  will  not  be  required  to
                               complete any specific  number of Hours of Service
                               to receive  credit  for such  year.  If an annual
                               Entry Date is chosen, the Service Requirement may
                               not   exceed   1/2   Year,   or   1   1/2   Years
                               respectively).

                                       4
<PAGE>


               2.   Job Class Requirement.  To become a Participant, an Employee
                    must NOT be a member of any one of the following groups:

                           ( ) N/A.  No job class exclusions.

                      a.   ( ) Employees paid by commissions only.
                      b.   ( ) Employees hourly paid.
                      c.   ( ) Employees paid by salary.
                      d.   (x) Leased Employees.
                      e.   (x) Employees   included   in  a  unit  of
                               Employees covered by a collective bargaining
                               agreement  between the Employer and employee
                               representatives, if retirement benefits were
                               the subject of good faith  bargaining and if
                               2% or less of the  Employees who are covered
                               pursuant to that agreement are professionals
                               as   defined   in   ss.1.410(b)-9   of   the
                               regulations.  For  this  purpose,  the  term
                               "employee  representatives" does not include
                               any  organization  more  than  half of whose
                               members  are   Employees   who  are  owners,
                               officers, or executives of the Employer.
                      f.   ( ) Highly Compensated Employees.
                      g.   (x) Employees who are nonresident aliens (within the
                               meaning of Code ss.7701(b)(1)(B)) and who
                               receive no earned income (within the meaning of
                               Code ss.911(d)(2)) from the Employer which
                               constitutes income from sources within the United
                               States (within the meaning of Codess.861(a)(3)).
                      h.   ( ) Other (specify)
                                              ---------------------------------

                  NOTE:  Excluding Employees pursuant to (a),(b),(c),(d), or (h)
                         above may impact minimum coverage, ADP/ACP, and general
                         nondiscrimination testing.


               3.     Immediate Eligibility Window.

                      ( )  Regardless of any of the above Age or Service
                           Requirements, any Eligible Employee who was actively
                           employed on                         shall be eligible
                                      ------------------------
                           to participate hereunder and shall enter the Plan as
                           of such date.


               4.     Employees of Affiliated Employers:

                      a.   (x) will be
                      b.   ( ) will not be (or N/A)

                      treated as Employees of the Employer adopting the Plan.

                                       5
<PAGE>

                  NOTE:  If (a) is  elected,  each  Affiliated  Employer  should
                         execute   this   Adoption   Agreement  as  an  Adopting
                         Employer.

         B.    PLAN ENTRY DATE

               Eligible Employees shall become Participants:

                  ( )      Monthly - on the first day of the month  coinciding
                           with or next following the date on which they met the
                           requirements.
                  (x)      Quarterly  - on the first day of the  first,  fourth,
                           seventh,  or tenth month of the Plan Year  coinciding
                           with or next following the date on which they met the
                           requirements.
                  ( )      Semi-Annually - on the earlier of the first day of
                           the  seventh  month or the first day of the Plan Year
                           coinciding  with or next  following the date on which
                           they met the requirements.
                  ( )      Annually  - on the first day of the Plan Year next
                           following   the   date   on   which   they   met  the
                           requirements.  (Eligibility  requirements must be 1/2
                           Year of Service or less and age 20 1/2 or less.)
                  ( )      Other:
                                  ---------------------------------------------
                           provided  that  an  Employee  who has  satisfied  the
                           maximum  Age  and  Service   Requirements   that  are
                           permissible  above and who is  otherwise  entitled to
                           participate,  shall commence  participation  no later
                           than  the  earlier  of  (a)  six  months  after  such
                           requirements  are satisfied,  or (b) the first day of
                           the  first  Plan Year  after  such  requirements  are
                           satisfied, unless the Employee separates from service
                           before such Plan Entry Date.

--------------------------------------------------------------------------------

VI.      SERVICE CREDITING PROVISIONS

          A.   HOURS OF SERVICE  will be  determined  on the basis of the method
               selected  below.  Only one  method  may be  selected.  The method
               selected will be applied to all Employees covered under the Plan.

               (x)  On the basis of actual  hours for which an  Employee is paid
                    or entitled to payment.

               ( )  On the basis of days worked.  An Employee will be credited
                    with  ten (10)  Hours of  Service  if  under  the Plan  such
                    Employee  would be  credited  with at least  one (1) Hour of
                    Service during the day.

               ( )  On the basis of weeks worked. An Employee will be credited
                    forty-five  (45)  Hours of  Service  if under  the Plan such
                    Employee  would be  credited  with at least  one (1) Hour of
                    Service during the week.

               ( )  On the basis of semi-monthly  payroll periods. An Employee
                    will be credited with  ninety-five  (95) Hours of Service if
                    under the Plan such Employee would be credited with at least
                    one (1) Hour of  Service  during  the  semi-monthly  payroll
                    period.

                                       6
<PAGE>

               ( )  On the  basis  of  months  worked.  An  Employee  will  be
                    credited  with one hundred  ninety (190) Hours of Service if
                    under the Plan such Employee would be credited with at least
                    one (1) Hour of Service during the month.

         B.       EXCLUDED YEARS OF SERVICE

                  The Vesting  Percentage shall be based on all Years of Service
                  (i.e.,  completion  of 1000  Hours of  Service in a Plan Year)
                  except that the following periods shall be excluded:

                      (x)      N/A.  All Years of Service are counted.
                      ( )      Years of Service prior to the time the
                               Participant attained age 18.
                      ( )      Years of Service during which the Employer did
                               not maintain this Plan or a predecessor plan.

         C.       SERVICE WITH OTHER EMPLOYERS

                  An   Employee's   service  with  the   following   subsidiary,
                  affiliated  employer(s),  and/or any  unrelated  entity listed
                  below  shall be  considered  as Service  for  purposes of this
                  Plan:

                 ---------------------------------------------------------------

                 ---------------------------------------------------------------

                 ---------------------------------------------------------------


--------------------------------------------------------------------------------

VII.     VESTING PERCENTAGE

The vesting schedule, based on number of Years of Service, shall be:

         1.    (x)    100% upon entering Plan. (Required if eligibility
                      requirement is greater than one (1) Year of Service.)

         2.    ( )    0-2 years      0%           3.   ( )    0-4 years    0%
                        3 years    100%                         5 years  100%

         4.    ( )    0-1 year       0%           5.   ( )    0-2 years    0%
                        2 years     20%                         3 years   20%
                        3 years     40%                         4 years   40%
                        4 years     60%                         5 years   60%
                        5 years     80%                         6 years   80%
                        6 years    100%                         7 years  100%



                                       7
<PAGE>

         6.    ( )    Other - Must be at least as liberal as 1 through 5 above.

                         Years of Service                     Percentage

                         -------------------------             ----------

                         -------------------------             ----------

                         -------------------------             ----------

                         -------------------------             ----------

                         -------------------------             ----------

                         -------------------------             ----------

For a Plan with a separate vesting schedule for Employer Matching Contributions,
Matching Contributions will vest as follows:

         1.    ( )    100% upon entering Plan. (Required if eligibility
                      requirement is greater than one (1) Year of Service.)

         2.    ( )    0-2 years        0%          3.   ( ) 0-4 years      0%
                        3 years      100%                     5 years    100%

         4.    ( )    0-1 year         0%          5.   ( ) 0-2 years      0%
                        2 years       20%                     3 years     20%
                        3 years       40%                     4 years     40%
                        4 years       60%                     5 years     60%
                        5 years       80%                     6 years     80%
                        6 years      100%                     7 years    100%

         6.    ( )    Other - Must be at least as liberal as 1 through 5 above.

                                  Years of Service             Percentage

                             --------------------------        ----------

                             --------------------------        ----------

                             --------------------------        ----------

                             --------------------------        ----------

                             --------------------------        ----------

                             --------------------------        ----------


--------------------------------------------------------------------------------


VIII. CONTRIBUTIONS

         A.       ELECTIVE DEFERRAL CONTRIBUTIONS

                  ( ) Elective Deferral Contributions SHALL NOT be allowed.

                  Each Participant may elect to have their Compensation actually
                  paid during the Plan Year reduced by:

                    ( )  up to           % per Contribution Period.
                              ----------

                    (x)  up to the maximum percentage allowable, not to exceed
                         the limits of Code ss.402(g), 404, and 415.


                  A  Participant  may  change the  amount of  Elective  Deferral
                  Contributions that the Participant makes to the Plan (complete
                  one of the following):

                      ( )                 times per calendar year.
                               ----------

                      (x)      At any time during the calendar year.

                      ( )      As of the following dates (at least once a year):

                               ------------------------------------------------

                                       8

<PAGE>



         B.       EMPLOYER MATCHING CONTRIBUTIONS
                            [SEE ADDENDUM NUMBER TWO]
                  ( ) The Employer SHALL NOT make Matching Contributions.

                  The Employer shall  allocate  Matching  Contributions  to each
                  eligible Participant equal to:

                      ( )               % of the Participant's Elective Deferral
                               ---------
                               Contributions.

                      ( )      a discretionary percentage, to be determined by
                               the Employer, of the Participant's Elective
                               Deferral Contributions.

                     (x)         100   % of the Participant's Elective Deferral
                               -------
                              Contributions which do not exceed  3     % of the
                                                               -------
                              Participant's Compensation, plus an additional
                                 50  % of the Participant's Elective Deferral
                              -------
                              Contributions which exceed   3     % of the
                                                         --------
                              Participant's Compensation, but do not exceed
                                 5      % of the Participant's Compensation.
                              -------

                  The Employer Matching Contributions on behalf of a Participant
                  will be limited as follows:

                     ( )      Only Elective Deferral Contributions up to
                                          % of the Participant's Compensation
                             ------------
                             per Contribution Period will be matched.

                     ( )     The Matching Contribution for a Participant will
                             not exceed $            for the Plan Year.
                                         -----------

                     ( )      N/A.  No limits.


                  A  Participant  must  meet  the  following  requirement(s)
                  to be eligible to receive a Matching Contribution:

                      (x)      N/A.  Participants employed on any day of the
                               Contribution Period will receive the Matching
                               Contribution.

                      ( )      A Participant must be employed on the last day
                               of the Contribution Period for the Matching
                               Contribution.

                      ( )      For Annual Contribution Period only - A
                               Participant must be credited with at least
                               500 Hours of Service during the Plan Year.

                      ( )      For Annual Contribution Period only - A
                               Participant must be credited with at least
                               1000 Hours of Service during the Plan Year.

                                       9
<PAGE>


         C.       TRUE-UP MATCHING CONTRIBUTIONS

                      (x)      N/A.  No True-Up Matching Contribution will be
                               made.

                      ( )      In addition, at the end of the Plan Year, the
                               Employer may contribute additional Matching
                               Contributions to the extent that each eligible
                               Participant's Matching Contribution would be
                               determined on an annual basis, rather than per
                               Contribution Period.


         D.       EMPLOYER NONELECTIVE (PROFIT SHARING) CONTRIBUTIONS

                  (x) No Nonelective Contributions will be made.

                  ( )  The  Employer  may  make  a  discretionary   Nonelective
                       Contribution out of its current or accumulated Net
                       Profit.

                  ( )  The Employer may make a  discretionary  Nonelective
                       Contribution  which is not  limited to its current or
                       accumulated Net Profit.


                  The Nonelective  Contribution  will be allocated in accordance
                  with the following formula:

                   ( )  In the same ratio as each Participant's Compensation
                        bears to the total Compensation of all
                        Participants.

                   ( )  Integrated with Social Security (Maximum Disparity).

                        The Integration Level shall be:

                        a. ( )  The Taxable Wage Base (TWB).
                        b. ( )          % (not to exceed 100% of the TWB.
                                --------
                        c. ( )  The greater of $10,000 or 20% of the TWB.
                        d. ( ) $               (not to exceed the TWB).
                                --------------

             NOTE:  The excess contribution  percentage of 5.7% shall be reduced
                    in accordance with the following provisions. However, in the
                    case of any  Participant  who has  exceeded  the  cumulative
                    disparity  limit,  the Employer  will  contribute  an amount
                    equal to the excess  contribution  percentage  multiplied by
                    the Participant's total Compensation:

                    5.4% if the Integration Level is more than 80% but less than
                    100% of the Taxable Wage Base; or

                    4.3%  if the  Integration  Level  is more than 20% but less
                    than or equal to 80% of the Taxable Wage Base.

                                       10
<PAGE>


                  For  a  non-integrated  plan,  a  Participant  must  meet  the
                  following   requirement(s)   to  be   eligible  to  receive  a
                  Nonelective    Contribution    (Participants   who   terminate
                  employment during the Plan Year due to Death,  Disability,  or
                  Retirement shall always be eligible):

                      1.( )    N/A.  Participants employed on any day of the
                               Contribution Period will receive the Nonelective
                               Contribution regardless of Hours of Service.

                      2.( )    A Participant must be employed on the last day
                               of the Contribution Period for the Nonelective
                               Contribution.

                      3.( )    A Participant must be credited with at least 500
                               Hours of Service during the Plan Year.

                      4.( )    A Participant must be credited with at least 1000
                               Hours of Service during the Plan Year.

             NOTE:  If (2),(3), or (4) above is selected,  minimum participation
                    and minimum coverage testing could be affected.


                  For an integrated  plan, a Participant must meet the following
                  requirement   to  be   eligible   to  receive  a   Nonelective
                  Contribution (Participants who terminate employment during the
                  Plan Year due to Death, Disability, or Retirement shall always
                  be eligible):

                       ( ) N/A.  Participants employed on any day of the
                           Contribution Period will receive the Nonelective
                           Contribution regardless of Hours of Service.

                       ( ) A Participant must be employed on the last
                           day of the  Plan  Year OR  must be  credited
                           with at least  500 Hours of  Service  during
                           the Plan Year.


         E.       VOLUNTARY EMPLOYEE CONTRIBUTIONS

                  (x) No, Voluntary Contributions will not be allowed.
                  ( ) Yes, Voluntary  Contributions are allowed,  subject to the
                      limits of Article IV.


         F.       ROLLOVER CONTRIBUTIONS

                  ( ) No, Rollover Contributions will not be allowed.
                  (x) Yes, Rollover Contributions will be allowed; and

                           ( ) May be made by  Participants  only; or
                           (x) May be made by any Employee, even if not a
                               Participant.

                                       11
<PAGE>

         G.       TRANSFERS FROM OTHER QUALIFIED PLANS

                  ( ) No, Transfers will not be allowed.
                  (x) Yes, Transfers will be allowed subject to approval by the
                      Plan Administrator.

--------------------------------------------------------------------------------

IX.      FORFEITURES

         A.       Forfeitures of Matching Contributions will be:

                      ( )      N/A.  No Matching Contributions or 100% vesting.
                      (x)      Used as an Employer Credit for the next Employer
                               Contribution or Plan Expenses.
                      ( )      Reallocated according to the provisions governing
                               Nonelective Contributions.

         B.       Forfeitures of Nonelective Contributions will be:

                      ( )      N/A.  No Nonelective Contributions or 100%
                               vesting.
                      (x)      Used as an Employer Credit for the next Employer
                               Contribution or Plan Expenses.
                      ( )      Reallocated according to the provisions governing
                               Nonelective Contributions.

--------------------------------------------------------------------------------

X.       INVESTMENT OF PARTICIPANT'S ACCOUNT

                  ( )  Participants  SHALL NOT have the  authority to direct the
                       investment of Employer  Contributions.
                  (x) Participants SHALL have authority to direct the investment
                      of Employer Contributions.

              NOTE: For  purposes  of  this  section,  the  term  "Participants"
                    includes   current   Participants,    Former   Participants,
                    Beneficiaries, and Alternate Payees.

--------------------------------------------------------------------------------

XI.      FORM OF DISTRIBUTIONS

         A.       Distributions from the Plan may be made in the following forms
                 (check all that are allowed):

                           (x) Single sums
                           ( ) Installments  over a period  certain  not
                               extending  beyond the life expectancy of the
                               Participant  or joint life  expectancies  of
                               the   Participant   and   their   Designated
                               Beneficiary
                           ( ) Annuities

                                       12
<PAGE>

              NOTE: Annuities  must be selected if the Plan has ever  accepted a
                    plan-to-plan  transfer  of assets  from a plan that  allowed
                    annuities as a form of distribution.


         B.       Distributions may be made in:

                       (x) Cash only (including any life insurance or annuity
                           contracts)

                       ( ) Cash or Property

--------------------------------------------------------------------------------


XII.     WITHDRAWALS BEFORE TERMINATION

         A.       ELECTIVE DEFERRAL CONTRIBUTIONS

                  1.  Withdrawals of Elective Deferral Contributions after a
                      Participant attains age 59 1/2

                      ( )      SHALL NOT be allowed.
                      (x)      SHALL be allowed.


                  2.  Withdrawals for Serious Financial Hardship

                      ( )      SHALL NOT be allowed.
                      (x)      SHALL be allowed.



         B.       EMPLOYER MATCHING CONTRIBUTIONS

                  1.  Withdrawals of Employer Matching Contributions

                      ( )      SHALL NOT be allowed.
                      (x)      SHALL be allowed, to the extent vested.

                      If  withdrawals  of Employer  Matching  Contributions  are
                      permitted,   the  Participant  must  satisfy  one  of  the
                      following  conditions (You may select one or both. If both
                      are selected,  withdrawals may be taken upon  satisfaction
                      of either condition, not both):

                              (x) The Participant must have attained age 59 1/2.
                              ( ) The Participant  must have been a Participant
                                  in the Plan for at least 60 months.


                  2.  Withdrawals for Serious Financial Hardship

                      (x)      SHALL NOT be allowed.
                      ( )      SHALL be allowed, to the extent vested.



                                       13
<PAGE>



         C.       EMPLOYER NONELECTIVE (PROFIT SHARING) CONTRIBUTIONS

                  1.  Withdrawals of Employer Nonelective Contributions

                      (x)      SHALL NOT be allowed.
                      ( )      SHALL be allowed, to the extent vested.

                      If withdrawals of Employer  Nonelective  Contributions are
                      permitted,   the  Participant  must  satisfy  one  of  the
                      following  conditions (You may select one or both. If both
                      are selected,  withdrawals may be taken upon  satisfaction
                      of either condition, not both):

                      ( ) The  Participant  must have  attained  age 59 1/2.
                      ( ) The Participant  must have been a Participant
                          in the Plan for at least 60 months.


                  2.  Withdrawals for Serious Financial Hardship

                      (x)      SHALL NOT be allowed.
                      ( )      SHALL be allowed, to the extent vested.



         D.       ROLLOVER CONTRIBUTIONS

                      Withdrawals of Rollover Contributions

                      ( )      SHALL NOT be allowed.
                      (x)      SHALL be allowed.



         E.       VOLUNTARY EMPLOYEE CONTRIBUTIONS

                      Withdrawals of Voluntary Employee Contributions

                      (x)      SHALL NOT be allowed.
                      ( )      SHALL be allowed.

--------------------------------------------------------------------------------

                                       14
<PAGE>




XIII. LOANS TO PARTICIPANTS

         ( )      No, loans may not be made.
         (x)      Yes, loans may be made up to $50,000 or 1/2 vested interest.


         If YES, (check all that apply)...

               ( )    the minimum loan shall be $1,000.
               (x)    a Participant may have only one (1) outstanding loan
                      at any time.
               ( )    loans shall only be made for reasons of hardship or
                      financial necessity.


        NOTE:  Department  of  Labor  Regulations  require  the  adoption  of  a
               separate  written loan  program  setting  forth the  requirements
               outlined in Plan section 7.4.

--------------------------------------------------------------------------------



XIV.     RETIREMENT PROVISIONS

         A.       NORMAL RETIREMENT AGE ("NRA") means:

                 (x)  the date a Participant attains their  65th    birthday.
                                                           --------
                      (not to exceed 65th)

                 ( )  the later of the date a Participant attains their
                                 birthday (not to exceed 65th) or the
                      ----------                                     -----------
                      (not to exceed 5th)  anniversary  of the first day of
                      the  Plan  Year in  which  participation  in the Plan
                      commenced.



         B.       NORMAL RETIREMENT DATE shall be:

                  (x) as of the Participant's "NRA."

               OR (must select a. or b. AND 1. or 2.)

                      a.   ( ) as of the first day of the month...
                      b.   ( ) as of the Anniversary Date...

                               1.   ( ) coinciding with or next following the
                                        Participant's "NRA."
                               2.   ( ) nearest the Participant's "NRA."




                                       15

<PAGE>


         C.       EARLY RETIREMENT DATE means:

                      a.   (x) No Early Retirement provision provided.
                      b.   ( ) the date on which a Participant...
                      c.   ( ) the first day of the month coinciding with or
                               next following the date on which a Participant...
                      d.   ( ) the Anniversary Date coinciding with or next
                               following the date on which a Participant...

                      AND, if b, c, or d was selected...

                           ( )  attains their             birthday and has
                                              -----------

                           ( )  completed at least           Years of Service.
                                                  -----------

--------------------------------------------------------------------------------


XV.      DISTRIBUTIONS AFTER SEPARATION FROM SERVICE

         A.       DISTRIBUTIONS UPON DEATH (Plan section 6.6)
                  Distributions  upon  the  death  of  a  Participant  prior  to
                  receiving any benefits shall...

                  (x) be made pursuant to the election of the Designated
                      Beneficiary.
                  ( ) begin within 1 year of the Participant's  death and
                      be  payable  over the  life  (or  over a  period  not
                      exceeding  the  life  expectancy)  of the  Designated
                      Beneficiary,  except that if the  Beneficiary  is the
                      Participant's spouse, begin before December 31 of the
                      calendar year the Participant would have attained age
                      70 1/2.
                  ( ) be made in full by December 31 of the calendar year of the
                      5th anniversary of the Participant's death.


         B.       LIFE EXPECTANCIES for minimum distributions required
                  pursuant to Codess.401(a)(9) shall...

                  (x) be recalculated at the Participant's election.
                  ( ) always be recalculated.
                  ( ) not be recalculated.


         C.       CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION
                  Distributions  upon  termination  of employment shall be made
                  upon satisfaction of one of the following:

                  (x) Immediate distributions may be made at the Participant's
                      election.
                  ( ) The Participant has reached their Early or Normal
                      Retirement Age.
                  ( ) Distributions  may be  made  at the  Participant's
                      election  on or after  the  close  of the  Plan  Year
                      following termination of employment.

                                       16
<PAGE>

--------------------------------------------------------------------------------


XVI.     LIMITATION ON ALLOCATIONS

         A.       If any  Participant is or was covered under another  qualified
                  defined  contribution  plan maintained by the Employer,  other
                  than a Master or Prototype Plan, or if the Employer  maintains
                  a welfare  benefit fund, as defined in Code  ss.419(e),  or an
                  individual  medical account,  as defined in Code ss.415(l)(2),
                  under  which  amounts  are  treated as Annual  Additions  with
                  respect to any Participant in this Plan:

                      (x)  N/A.
                      ( )  The provisions of section 4.4(b) of the Plan will
                           apply as if the other plan were a Master or
                           Prototype Plan.
                      ( )  Provide  the method  under which the Plans will
                           limit  total  Annual  Additions  to  the  Maximum
                           Permissible  Amount, and will properly reduce any
                           Excess  Amounts,   in  a  manner  that  precludes
                           Employer discretion.



                            ----------------------------------------------------

                            ----------------------------------------------------

                            ----------------------------------------------------


         B.       If any Participant is or ever has been a Participant in a
                  defined benefit plan maintained by the Employer:

                      (x)      N/A.
                      ( )      In any Limitation Year, the Annual Additions
                               credited to the Participant under this Plan may
                               not cause the sum of the Defined Benefit Plan
                               Fraction and the Defined Contribution Fraction to
                               exceed 1.0. If the Employer's contribution that
                               would otherwise be made on the Participant's
                               behalf during the Limitation Year would cause the
                               1.0 limitation to be exceeded, the rate of
                               contribution under this Plan will be reduced so
                               that the sum of the fractions equals 1.0. If the
                               1.0 limitation is exceeded because of an Excess
                               Amount, such Excess Amount will be reduced in
                               accordance with section 4.4(a)(4) of the Plan.
                      ( )      Provide the method under which the Plans involved
                               will satisfy the 1.0 limitation in a manner that
                               precludes Employer discretion.


                               -------------------------------------------------

                               -------------------------------------------------

                               -------------------------------------------------

                                       17
<PAGE>

--------------------------------------------------------------------------------


XVII. TOP HEAVY REQUIREMENTS

         A.       TOP HEAVY  VESTING If this Plan becomes a Top Heavy Plan,  the
                  following  vesting  schedule,  based  on  number  of  Years of
                  Service,  for such Plan Year and each  succeeding  Plan  Year,
                  whether or not the Plan is a Top Heavy  Plan,  shall apply and
                  shall be treated as a Plan  amendment  pursuant  to this Plan.
                  Once  effective,   this  schedule  shall  also  apply  to  any
                  contributions  made prior to the effective date of Code ss.416
                  and/or before the Plan became a Top Heavy Plan.

               (x)    N/A.  The Plan already meets minimum vesting requirement.

               ( )    0-1 years       0%           ( ) 0-2 years       0%
                        2 years      20%                 3 years     100%
                        3 years      40%
                        4 years      60%
                        5 years      80%
                        6 years     100%

                  NOTE:      This section does not apply to the account balances
                             of any  Participant  who  does  not have an Hour of
                             Service  after the Plan has  initially  become  top
                             heavy.   Such    Participant's    Account   balance
                             attributable   to   Employer    contributions   and
                             Forfeitures  will be determined  without  regard to
                             this section.

         B.       TOP HEAVY DUPLICATIONS: When a Non-Key Employee is a
                  Participant in this Plan and a defined benefit plan maintained
                  by the Employer, indicate which method shall be utilized to
                  avoid duplication of top heavy minimum benefits.

                  (x) The Employer does not maintain a defined benefit plan.
                  ( ) A  minimum,  non-integrated  contribution  of 5% of
                      each Non-Key  Employee's total  Compensation shall be
                      provided  in  this  Plan,  as  specified  in  section
                      4.3(i). (The Defined Benefit and Defined Contribution
                      Fractions  will be computed using 100% if this choice
                      is selected.)
                  ( ) A minimum, non-integrated contribution of 7 1/2% of
                      each Non-Key  Employee's total  Compensation shall be
                      provided  in  this  Plan,  as  specified  in  section
                      4.3(i).  (If this  choice is  selected,  the  Defined
                      Benefit and Defined  Contribution  Fractions  will be
                      computed  using  125% for all Plan Years in which the
                      Plan is Top Heavy, but not Super Top Heavy.)
                  ( ) Specify  the  method  under  which  the Plans  will
                      provide  top  heavy  minimum   benefits  for  Non-Key
                      Employees that will preclude Employer  discretion and
                      avoid    inadvertent    omissions,    including   any
                      adjustments required under Code ss.415(e).

                      ----------------------------------------------------------

                      ----------------------------------------------------------

                      ----------------------------------------------------------

                                       18
<PAGE>

         C.       PRESENT VALUE OF ACCRUED BENEFIT (Plan section 2.2) for Top
                  Heavy purposes where the Employer maintains a defined
                  benefit plan in addition to this Plan, shall be based on...

                  (x)  N/A. The Employer does not maintain a defined benefit
                       plan.

                  ( )  Interest Rate:
                                     ---------------------------------------

                  ( )  Mortality Table:
                                       -----------------------------------



         D.       TOP HEAVY DUPLICATIONS: Employer maintaining two (2) or more
                  defined contribution plans.

                  ( )      N/A.
                  (x)      A minimum,  non-integrated contribution of 3% of each
                           Non-Key   Employee's  total   Compensation  shall  be
                           provided  in the Money  Purchase  Plan (or other plan
                           subject to Code ss.412), where the Employer maintains
                           two  (2)  or  more  non-paired  Defined  Contribution
                           Plans.
                  ( )      Specify  the  method  under  which  the Plans  will
                           provide  top  heavy  minimum   benefits  for  Non-Key
                           Employees that will preclude Employer  discretion and
                           avoid    inadvertent    omissions,    including   any
                           adjustments required under Code ss.415(e).


                           -----------------------------------------------------

                           -----------------------------------------------------

                           -----------------------------------------------------

--------------------------------------------------------------------------------
                                       19
<PAGE>


XVIII. PLAN ADMINISTRATOR AND TRUSTEE

         A.       PLAN ADMINISTRATOR (Document provides for the Employer to
                  appoint an Administrator. If none is named, the Employer
                  will become the Administrator.)

                  (x) Employer (Use Employer Address)

                  ( ) Name
                          ------------------------------------------------------

                      Address
                             ---------------------------------------------------

                                                     ,
                             -----------------------  ----------  --------------
                                     City               State          Zip

                     Telephone
                              -------------------------------------------

                     Administrator's EIN             -
                                         ----------     -----------------------

             NOTE:   When the Administrator is other than the Employer, then the
                     Administrator will have its own EIN.


B.       TRUSTEE(S) is/are:

                                 UMB Bank, n.a.
                     -----------------------------------------------

                     -----------------------------------------------

                     -----------------------------------------------


         TRUSTEE'S ADDRESS   ( ) Use Employer Address

                (x)           1010 Grand Boulevard
                           -----------------------------------------------------
                              Kansas City, MO 64106
                           -----------------------------------------------------

                           -----------------------------------------------------


         C.       PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

                  (x) Employer (Use Employer Address)

                  ( )  Name
                           ----------------------------------------------------
                      Address
                             --------------------------------------------------

                             --------------------------------------------------
                                    City              State        Zip

--------------------------------------------------------------------------------

                                       20
<PAGE>

The adopting  Employer may not rely on an opinion  letter issued by the National
Office of the Internal  Revenue  Service as evidence  that the plan is qualified
under  Code  ss.401(a).  In  order  to  obtain  reliance  with  respect  to plan
qualification,  the Employer must apply to the  appropriate  Key District Office
for a determination letter.

This Adoption Agreement may be used only in conjunction with Basic Plan Document
#04. This Adoption Agreement and the Basic Plan Document shall together be known
as Strong  Funds  Non-Standardized  Profit  Sharing  Plan and Trust with  401(k)
Feature #04-001.

The  adoption of this Plan,  its  qualification  by the IRS, and the related tax
consequences are the  responsibility of the Employer and its independent tax and
legal advisors.

Strong Capital Management,  Inc. will notify the Employer of any amendments made
to the Plan or of the discontinuance or abandonment of the Plan. Furthermore, in
order to be eligible to receive such notification, the Employer agrees to notify
Strong Capital Management, Inc. of any change in address.

The elections under this Adoption  Agreement may be changed by the Employer from
time to time by a written instrument signed by the Employer and the Trustee, and
accepted by the Sponsor. The Employer consents to the exercise by the Sponsor of
the  right  to amend  the Plan  from  time to time as it may deem  necessary  or
advisable.

By signing this Adoption Agreement, the Employer specifically  acknowledges that
the Sponsor has no  authority:  (1) to answer legal  questions and that all such
questions  shall be answered by legal counsel for the Employer;  and (2) to make
determinations  involved  in the  administration  of the  Plan and that all such
determinations  shall be answered by the Employer's Plan  Administrator or other
designated representative.


Caution:  You should very carefully  examine the elections made in this Adoption
Agreement and discuss them with legal counsel.  Failure to properly fill out and
follow the provisions in the Adoption  Agreement may result in  disqualification
of the Plan.



                                       21

<PAGE>


IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to
be executed on this           day of                   , 20      .
                    --------         ------------------     ----

EMPLOYER:                                  TRUSTEE:

  Whole Foods Market, Inc.                    UMB Bank, n.a.
---------------------------------          -------------------------------------
      (enter name)                                   (enter name)

By:                                        By:
   -----------------------------              ----------------------------------

Name:                                      Name:
     ---------------------------                --------------------------------

Title:                                     Title:
      --------------------------                 -------------------------------


                                           By:
                                              ----------------------------------

                                           Name:
                                                --------------------------------

                                           Title:
                                                 -------------------------------

PARTICIPATING EMPLOYER:

 -----------------------------------------------------
          (enter name)
By:
   --------------------------------------------

Name:
     ----------------------------------------

Title:
      --------------------------------------


With regard to any questions  regarding the provisions of the Plan,  adoption of
the Plan,  or the effect of an opinion  letter from the IRS, call or write (this
information  must be  completed  by the  Sponsor of this Plan or its  designated
representative):

Name                 Mr. Dennis O'Connell
                     -----------------------------------------------------------
Address              Strong Capital Management, Inc.
                     -----------------------------------------------------------
                     100 Heritage Reserve
                     -----------------------------------------------------------
                     P.O. Box 2936
                     -----------------------------------------------------------
                     Milwaukee, WI  53201
                     -----------------------------------------------------------
Telephone            (414) 359-3400
                     -----------------------------------------------------------

                                       22
<PAGE>

               WHOLE FOODS MARKET GROWING YOUR FUTURE 401(k) PLAN

                               ADDENDUM NUMBER ONE

Notwithstanding  the  provisions of Section V.A of this  Adoption  agreement and
Article III of Basic Plan Document #04 and subject to the Break in Service rules
under Article 6.4 of Basic Plan Document #04, a former Employee is reinstated as
a Participant  immediately  upon rehire if the Employee had satisfied the Plan's
Age and Service  Requirements prior to termination of employment,  regardless of
whether the  Employee was actually  employed on his/her  Entry Date,  unless the
Employee  is an  Excluded  Employee  upon  his/her  return to  employment.  This
requirement is deemed  satisfied if a rehired  Employee is permitted to commence
making Elective Deferral  Contributions as of the beginning of the first payroll
period commencing after the Employee's reemployment date.

If an Employee is rehired  prior to his/her  Entry Date,  the Employee  does not
become a  Participant  under the Plan until such Entry Date. A rehired  Employee
who has not satisfied the Plan's minimum Age and Service  Requirements  prior to
termination  of  employment  is  eligible  to  participate  in the  Plan  on the
appropriate Entry Date following satisfaction of the eligibility requirements.


                               ADDENDUM NUMBER TWO

Contributions  made to the Plan pursuant to Section VIII, part B of the Adoption
Agreement  are  intended  to comply  with  Sections  11.4 and 11.6 of Basic Plan
Document #04 pursuant to the safe harbor methods  permitted by Internal  Revenue
Code  ss.ss.401(k)(12)  and 401(m)(11).  The provisions of Internal Revenue Code
ss.ss.401(k)(12) and 401(m)(11) and the Regulations  thereunder are incorporated
by reference.




                                       23