WEIS MARKETS, INC.

                              COMPANY APPRECIATION PLAN


1. PURPOSE

   The Board of Directors of Weis Markets, Inc. (hereinafter referred to as
   the "Company") believes the Company Appreciation Plan will promote
   continuity of management and increase incentive and personal interest in
   the welfare of the Company by those who are primarily responsible for
   developing and carrying out the long range plans of the Company and its
   subsidiaries and securing their continued growth and financial success.

2. DEFINITIONS

   (a)  "Board" shall mean the Board of Directors of Weis Markets, Inc.

   (b)  "Committee" shall mean the Executive Compensation Committee of the
        Board of Directors.

   (c)  "Company" shall mean Weis Markets, Inc. or any successor thereto.

   (d)  "Designated Period" shall mean the period commencing as of the date on
        which Rights are awarded to a Participant, and ending on the date as
        of which such Rights mature as fixed by the Board.  The Designated
        Period may not be less than twelve (12) months no more than sixty-three
        (63) months.  The Designated Period may vary as among Participants and
        as among awards to a Participant.

   (e)  "Effective Date" of the Plan shall mean April 1, 1980.

   (f)  "Market Value" shall mean the value of a share of the Company's common
        capital stock as of the close of trading on a particular date, as
        reported in the Wall Street Journal or such other source as the
        Committee believes adequately reflects the trading in the Company's
        common stock.  "Average Market Value" shall mean the average of the
        Market Value of the Company's common capital stock based on the
        closing price for all trading days in the 90 calendar day period which
        ends on the date of reference.

   (g)  "Participant" shall mean an officer or executive of the Company
        selected by the Board to participate in the Plan.

   (h)  "Plan" shall mean the Weis Markets, Inc. Company Appreciation Plan
        described in this instrument , as it may be amended from time to time.

   (i)  "Rights" shall mean the awards granted to a Participant from time to
        time in accordance with the terms of the Plan.

   (j)  "Retirement" means a Participant's termination of employment with the
        Company and its subsidiaries after attaining age 65.

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

3. ADMINISTRATION

   (a)  The Plan shall be administered by the Committee as it may be
        constituted from time to time.  A majority of the members of the
        Committee shall constitute a quorum.  All determinations of the
        Committee shall be made by a majority of its members.  Any decision or
        determination reduced to writing and signed by all of the members of
        the Committee shall be fully effective as if it had been made by a
        majority vote at a meeting duly called and held.

   (b)  Eligibility for participation in this Plan shall be determined by a
        two step process.  First, the Executive Compensation Committee of the
        Board of Directors shall make a recommendation of potential
        Participants to the Board of Directors.  This list may be based upon
        recommendations from the Executive Committee of Weis Markets, Inc.
        Second, the Board of Directors shall consider the recommendation of the
        Executive Compensation Committee and make the final determination based
        upon a majority vote.

4. OPERATION

   Employees of the Company who are eligible to participate in the Plan and
   who have been designated as Plan Participants shall be notified by the
   Committee in writing of such Participation, which notification shall
   outline the specific terms applicable to the Participant.  The general
   terms of the Plan applicable to each Participant are as follows:

   (a)  Plan Participants shall be awarded Rights which mature at the
        expiration of the Designated Period or Designated Periods applicable
        to such Rights.  As of the date of expiration of the Designated
        Period, or Period, the Participant shall receive an amount equal to
        the current value of the Rights.

   (b)  The current value of the Rights shall be equal to the excess of (1)
        over (2) below, but in no event greater than the amount set forth in
        paragraph (c) below.

       (1)  The greater of
            (i)  the Average Market Value of the Rights awarded the
                 Participant as of the date of expiration of the Designated
                 Periods applicable to such Rights; and
            (ii) the market Value of the Rights awarded the Participant as
                 of the last trading day of the calendar year preceding
                 the date of expiration of the Designated Period.

       (2)  The Market Value of the Rights awarded the Participant as of the
            initial effective date of the award.

   The Market Value or Average Market Value of all Rights as of a particular
   date shall be the Market Value or Average market Value of one Right
   multiplied by the number of Rights.

   (d)  Not withstanding any other provision of the Plan, the current value
        of any Rights shall not exceed 100% of the Market Value of the Rights
        as of the initial date of the award of such Rights.  The current
        value of Rights, as determined under (b and (c) above, shall be paid
        to the Participant in cash no later than sixty days following the
        expiration of the applicable Designated Period.

5. LIMITATION ON RIGHTS

   A Participant may receive as many awards of Rights at various times as may
   be determined appropriate by the Board, but the total Rights granted under
   this Plan to all Participants shall not exceed 100,000.

6. NATURE OF RIGHTS

   The Rights shall be used solely as a device for the measurement and
   determination of the amount to be paid to Participants as provided in the
   Plan.  The Rights shall not constitute or be treated as property or as a
   trust fund of any kind.  All amounts at any time attributable to the Rights
   shall be and remain the sole property of the Company and the Participants'
   rights here under are limited to the rights to receive cash as herein
   provided.

7. DILUTION

   In the event of a stock split, stock dividend, reclassification,
   reorganization, or other capital adjustment of shares of capital stock of
   the Company, the number of Rights of a Participant and the number of total
   Rights which may be issued under the plan provided by paragraph 5 shall be
   adjusted in the same manner as the Company's capital stock reflected by
   such Rights would be adjusted.

8. TRANSFERABILITY

   Any rights arising under the Plan shall not be transferable otherwise than
   by will or the laws of descent and distribution, and may be exercised
   during the life of a Participant only by such Participant.

9. TERMINATION OF EMPLOYMENT

   The Plan does not confer upon any Participant any right with respect to
   continuance of employment by the Company or by a subsidiary of the Company,
   nor does it nullify his right, or his employer's right, to terminate his
   employment at any time.  In the event that the employment of a Participant
   by the Company and/or its subsidiaries terminates for any reason other than
   due to disability, death, or retirement, any outstanding Rights under the
   Plan shall be forfeited.  In the event a Participant terminates employment
   with the Company and/or its subsidiaries due to death, disability, or
   retirement, the Designated Period for such Participant shall be deemed to
   end, with appropriate payment subsequently made to the Participant or his
   named beneficiary.  A Participant shall be deemed to have terminated
   employment due to disability if, in the opinion of a physician selected by
   the Committee, as a result of a mental or physical condition he is unable
   to continue to perform his duties as an employee.

10. WITHHOLDING OF TAX

   There shall be deducted from each distribution under the Plan the amount of
   any tax required by any governmental authority to be withheld and paid over
   by the Company to such governmental authority for the account of the person
   entitled to such distribution.

11. TERMINATION AND AMENDMENT OF PLAN

   The Board may at any time terminate the Plan, or make such modifications of
   the Plan as it shall deem advisable, provided that

   (a)  no termination or amendment of the Plan may, without the consent of a
        Participant, adversely affect the rights of such Participant, and

   (b)  any amendment requiring an affirmative vote of the holders of a
        majority of the shares of the capital stock of the Company shall not
        be effective until such affirmative vote is obtained.