S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PUBLIX SUPER MARKETS, INC.

(Exact name of registrant as specified in its charter)

FLORIDA	59-0324412
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3300 Publix Corporate Parkway Lakeland, Florida	33811
(Address of Principal Executive Offices)	(Zip Code)

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

(Full title of the plan)

John A. Attaway, Jr.

Secretary

3300 Publix Corporate Parkway

Lakeland, Florida 33811

(Name and address of agent for service)

(863) 688-1188

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee
Common Stock, par value $1.00 per share	35,000,000	$	20.90	$	731,500,000	$	22,457.05

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Publix Super Markets, Inc. 401(k) SMART Plan and an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to such plan as the result of any future stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

(2) Pursuant to Rule 457(h) of the Securities Act, the prices stated above are estimated solely for the purpose of calculating the registration fee and are based on the most recent appraisal of the fair market value of the common stock of Publix Super Markets, Inc.

EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) registers 35,000,000 shares of common stock, par value $1.00 per share (the “Common Stock”), of Publix Super Markets, Inc. (the “Company”) purchased from time to time under the Publix Super Markets, Inc. 401(k) SMART Plan, as amended (the “Plan”) by the Trustee (as defined in the Plan) with contributions made by the Company and its participating subsidiaries and with salary deferrals by participants who may elect to invest in the Publix Stock Fund and an indeterminate amount of plan interests issuable under the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified under Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not being, filed by the Company with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have heretofore been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement and shall be deemed to be a part hereof:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006;

(b) The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2007 and June 30, 2007;

(c) The Annual Report on Form 11-K for the year ended December 31, 2006 filed with the Commission on behalf of the Plan, as amended by the Form 11-K/A filed with the Commission on June 27, 2007 and the Form 11-K/A filed with the Commission June 29, 2007;

(d) The Company’s Current Reports on Form 8-K filed March 9, 2007 and September 6, 2007; provided, however, that the Company is not incorporating by the reference the information that it furnished in response to Item 2.02 of Form 8-K in its Current Reports on Form 8-K filed with the Commission on March 1, 2007, May 2, 2007 and August 1, 2007;

(e) The description of the common stock of the Company contained on page 2 of the Company’s Amendment on Form 8 dated September 15, 1992 (amending Item 14 of the Company’s Registration Statement on Form 10 dated April 28, 1965); and

(f) The portions of the Company’s Proxy Statement on Schedule 14A filed on March 15, 2007 that are deemed filed with the Commission under the Exchange Act.

The information that the Company incorporates by reference in this Registration Statement is considered to be part of this Registration Statement, and information that it files later with the Commission automatically will update and supersede such information. The Company incorporates by reference the documents listed above and any future filings it makes with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Florida Business Corporation Act, as amended (the “Florida Act”), provides that, in general, a business corporation may indemnify any person who is or was a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim as to which such person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the Florida Act or the corporation’s articles of incorporation; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

The Company’s Bylaws (i) require the Company to indemnify any director or officer or any former director or officer and (ii) provide that the Company may indemnify any current or former employee or agent in each case to the fullest extent permitted by law.

The Company has entered into a form of Indemnification Agreement with each of its directors and officers in the form attached as Exhibit 10 to the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the Commission on May 15, 2001 (the “Form Indemnification Agreement”). The Form Indemnification Agreement contains promises by the Company to indemnify each officer and director of the Company to the fullest extent permitted by law.

The Company has purchased insurance with respect to, among other things, the liabilities that may arise under the statutory provisions referred to above. The directors and officers of the Company also are insured against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities and against which they may or may not be indemnified by the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit No.	Description
4.1(a)	Composite of the Restated Articles of Incorporation of the Company dated June 25, 1979 as amended by (i) Articles of Amendment dated February 22, 1984, (ii) Articles of Amendment dated June 24, 1992, (iii) Articles of Amendment dated June 4, 1993, and (iv) Articles of Amendment dated April 18, 2006 are incorporated by reference to Exhibit 3.1 to the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended April 1, 2006, filed with the Commission on May 11, 2006.
4.1(b)	Articles of Amendment of the Restated Articles of Incorporation of the Company dated April 18, 2006 are incorporated by reference to Exhibit 3.2 to the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended April 1, 2006, filed with the Commission on May 11, 2006.
4.2	Amended and Restated By-laws of the Company are incorporated by reference to Exhibit 3(b) to the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended June 29, 2002, filed with the Commission on August 13, 2002.
4.3	The Company’s 401(k) SMART Plan, as amended and restated effective as of July 1, 2001.
4.4	First Amendment to the Company’s 401(k) SMART Plan.

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4.5	Second Amendment to the Company’s 401(k) SMART Plan.
4.6	Third Amendment to the Company’s 401(k) SMART Plan.
4.7	Fourth Amendment to the Company’s 401(k) SMART Plan.
4.8	Fifth Amendment to the Company’s 401(k) SMART Plan.
4.9	Sixth Amendment to the Company’s 401(k) SMART Plan.
4.10	Seventh Amendment to the Company’s 401(k) SMART Plan.
4.11	Eighth Amendment to the Company’s 401(k) SMART Plan.
4.12	Defined Contribution Plans Master Trust Agreement between the Company and State Street Bank and Trust Company.
4.13	The Company’s 401(k) SMART Trust Number 2, as amended and restated effective as of July 1, 2001.
5.1	Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A.
5.2	In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby confirms that it has submitted the Plan and undertakes that it will submit all amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner, and that it has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.
23.1	Consent of Carter, Belcourt & Atkinson, P.A., Independent Registered Public Accounting Firm.
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3	Consent of Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A. (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature pages to this Registration Statement).

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(2) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(3) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that (a)(1) and (a)(2) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b) That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions (see Item 6) or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakeland, State of Florida, on the 31^st day of October, 2007.

PUBLIX SUPER MARKETS, INC.
By:	/s/ John A. Attaway, Jr.
	John A. Attaway, Jr.
	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of Publix Super Markets, Inc., a Florida corporation, for himself and not for one another, does hereby constitute and appoint John A. Attaway, Jr. and David P. Phillips, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to any and all amendments, including post-effective amendments, to this Registration Statement, with respect to the proposed issuance, sale and delivery of shares of its common stock, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and each of the undersigned for himself hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Carol Jenkins Barnett	Director	October 30, 2007
Carol Jenkins Barnett
/s/ Hoyt R. Barnett	Vice Chairman and Director	October 30, 2007
Hoyt R. Barnett
/s/ Joan G. Buccino	Director	October 30, 2007
Joan G. Buccino
/s/ William E. Crenshaw	President and Director	October 30, 2007
William E. Crenshaw
/s/ Sherrill W. Hudson	Director	October 30, 2007
Sherrill W. Hudson
/s/ Charles H. Jenkins, Jr.	Chief Executive Officer and Director	October 30, 2007
Charles H. Jenkins, Jr.	(Principal Executive Officer)
/s/ Howard M. Jenkins	Chairman of the Board of Directors	October 30, 2007
Howard M. Jenkins
/s/ E. Vane McClurg	Director	October 30, 2007
E. Vane McClurg
/s/ Kelly E. Norton	Director	October 30, 2007
Kelly E. Norton
/s/ Maria A. Sastre	Director	October 28, 2007
Maria A. Sastre
/s/ David P. Phillips	Chief Financial Officer and Treasurer	October 30, 2007
David P. Phillips	(Principal Financial and Accounting Officer)

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The Plan.

Pursuant to the requirements of the Securities Act of 1933, as amended, Publix Super Markets, Inc., in its capacity as administrator of the Publix Super Markets, Inc. 401(k) SMART Plan, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakeland, State of Florida, on the 31^st day of October, 2007.

PUBLIX SUPER MARKETS, INC.
401(k) SMART Plan
BY:	PUBLIX SUPER MARKETS, INC. (As Plan Administrator)
By:	/s/ John A. Attaway, Jr.
	John A. Attaway, Jr.
	Secretary

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EXHIBIT INDEX

Exhibit No.	Description
4.1(a)	Composite of the Restated Articles of Incorporation of the Company dated June 25, 1979 as amended by (i) Articles of Amendment dated February 22, 1984, (ii) Articles of Amendment dated June 24, 1992, (iii) Articles of Amendment dated June 4, 1993, and (iv) Articles of Amendment dated April 18, 2006 are incorporated by reference to Exhibit 3.1 to the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended April 1, 2006, filed with the Commission on May 11, 2006.
4.1(b)	Articles of Amendment of the Restated Articles of Incorporation of the Company dated April 18, 2006 are incorporated by reference to Exhibit 3.2 to the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended April 1, 2006, filed with the Commission on May 11, 2006.
4.2	Amended and Restated By-laws of the Company are incorporated by reference to Exhibit 3(b) to the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended June 29, 2002, filed with the Commission on August 13, 2002.
4.3	The Company’s 401(k) SMART Plan, as amended and restated effective as of July 1, 2001.
4.4	First Amendment to the Company’s 401(k) SMART Plan.
4.5	Second Amendment to the Company’s 401(k) SMART Plan.
4.6	Third Amendment to the Company’s 401(k) SMART Plan.
4.7	Fourth Amendment to the Company’s 401(k) SMART Plan.
4.8	Fifth Amendment to the Company’s 401(k) SMART Plan.
4.9	Sixth Amendment to the Company’s 401(k) SMART Plan.
4.10	Seventh Amendment to the Company’s 401(k) SMART Plan.
4.11	Eighth Amendment to the Company’s 401(k) SMART Plan.
4.12	Defined Contribution Plans Master Trust Agreement between the Company and State Street Bank and Trust Company.
4.13	The Company’s 401(k) SMART Trust Number 2, as amended and restated effective as of July 1, 2001.
5.1	Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A.
5.2	In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby confirms that it has submitted the Plan and undertakes that it will submit all amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner, and that it has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.
23.1	Consent of Carter, Belcourt & Atkinson, P.A., Independent Registered Public Accounting Firm.
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3	Consent of Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A. (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature pages to this Registration Statement).

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EX-4.3

Exhibit 4.3

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

AMENDED AND RESTATED

AS OF JULY 1, 2001

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

AMENDED AND RESTATED

AS OF JULY 1, 2001

Table of Contents

Article	Title	Page
I	Definitions	1
II	Amendment and Restatement and Name of the Plan	13
III	Purpose of the Plan and the Trusts	13
IV	Plan Administrator	14
V	Eligibility and Participation	16
VI	Contributions to the Trust	16
VII	Participants’ Accounts and Allocation of Contributions	25
VIII	Benefits Under the Plan	28
IX	Form and Payment of Benefits, Withdrawals	32
X	Designated Investments	37
XI	Loans to Participants	38
XII	Trust Funds	40
XIII	Expenses of Administration of the Plan and the Trust Fund	40
XIV	Amendment and Termination	41
XV	Miscellaneous	43

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

AMENDED AND RESTATED

AS OF JULY 1, 2001

Publix Super Markets, Inc. 401(k) SMART Plan, originally adopted as of January 1, 1995, is hereby amended and restated this 11^th day of December, 2001, but is effective for all purposes as of July 1, 2001, except as may be otherwise noted herein, by Publix Super Markets, Inc. (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended from time to time (as amended to date, the “Plan”); and

WHEREAS, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company has determined that it is advisable and in the best interests of the Participants to amend the Plan further to reflect recent Acts of Congress and to make other desired changes.

NOW, THEREFORE, the Plan is hereby amended and restated in its entirety to read as follows:

ARTICLE I

Definitions

1.1 “Account” or “Accounts” shall mean a Participant’s Savings Contributions Account, Matching Contributions Account, and/or such other accounts as may be established by the Plan Administrator, including a Rollover Contributions Account. The portion of a Participant’s Accounts invested in the Publix Stock Fund may include an Employer Securities Account and an Other Investments Account, as set forth hereinafter.

1.2 “Actual Contribution Percentage” shall mean, for Plan Years beginning after December 31, 1996, with respect to a group of eligible Participants for the Plan Year, the average of the Actual Contribution Ratios (calculated separately for each member of the group) of each eligible Participant who is a member of such group.

1.3 “Actual Contribution Ratio” shall mean the ratio of the amount of matching contributions (including elective contributions, if any, treated as matching contributions in accordance with Treasury Regulation Section 1.401(m)-1(b)(5)) made on behalf of an eligible Participant for a Plan Year to the Participant’s Compensation for the Plan Year.

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1.4 “Actual Deferral Percentage” shall mean, for Plan Years beginning after December 31, 1996, with respect to a group of eligible Participants for the Plan Year, the average of the Actual Deferral Ratios (calculated separately for each member of the group) of each eligible Participant who is a member of such group.

1.5 “Actual Deferral Ratio” shall mean the ratio of the amount of savings contributions (including savings contributions by Highly Compensated Employees in excess of the limitation set forth in section 6.1(a)(1) to the extent required by Treasury Regulation Section 1.402(g)-1(e)(1)(ii)) made on behalf of an eligible Participant for a Plan Year to the Participant’s Compensation for the Plan Year.

1.6 “Administrator” shall mean the Plan Administrator.

1.7 “Affiliate” shall mean, with respect to an Employer, any corporation other than such Employer that is a member of a controlled group of corporations, within the meaning of Section 414(b) of the Code, of which such Employer is a member; all other trades or businesses (whether or not incorporated) under common control, within the meaning of Section 414(c) of the Code, with such Employer; any service organization other than such Employer that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which such Employer is a member; any other organization that is required to be aggregated with such Employer under Section 414(o) of the Code; and, for purposes of determining Hours of Service and Years of Service in Plan Years beginning before January 1, 1993, Publix Food Stores, Inc. and Publix Market, Inc. For purposes of determining the limitations on Annual Additions, the special rules of Section 415(h) of the Code shall apply.

1.8 “Agreement and Declaration of Trust” or “Agreements and Declarations of Trust” shall mean the agreement or agreements providing for the Trust Fund or Funds, as entered into between the Company and the Primary Trustee and/or between the Company and the Publix Stock Fund Trustee, as the case may be, and as each agreement may be amended from time to time.

1.9 “Anniversary Date” shall mean the date on which an Employee first had an Hour of Service (or, except as otherwise provided in Department of Labor Regulation Section 2530.200b-4(b), first had an Hour of Service following a One Year Break in Service which occurred as a result of a separation from employment) or any succeeding anniversary thereof.

1.10 “Annual Additions” shall mean the sum of:

(a) the amount of Employer contributions (including elective contributions made in accordance with Section 401(k) of the Code, other than amounts distributed as “excess deferrals” in accordance with Treasury Regulation Section 1.402(g) 1(e)(2) or (3)) allocated to the Participant under any defined contribution plan maintained by an Employer or an Affiliate;

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(b) the amount of the Employee’s contributions (other than rollover contributions, if any) to any contributory defined contribution plan maintained by an Employer or an Affiliate;

(c) any forfeitures separately allocated to the Participant under any defined contribution plan maintained by an Employer or an Affiliate; and

(d) for purposes of determining the limitations on Annual Additions in section 7.9, if the Participant is a Key Employee, any contributions to provide medical benefits for such Participant to the extent required by Section 419A(d)(2) of the Code.

1.11 “Board of Directors” and “Board” shall mean the board of directors of the Company or, when required by the context, the board of directors of an Employer other than the Company.

1.12 “Business Day” shall mean a day on which both the New York Stock Exchange and the home office of the third party administrator that contracts with the Plan Administrator to provide services to the Plan are open for business.

1.13 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute. References to a specific section of the Code shall include references to any successor provisions.

1.14 “Company” shall mean Publix Super Markets, Inc. and its successors.

1.15 (a) “Compensation” shall mean, with respect to a Participant, the regular salaries and wages, overtime pay, bonuses, commissions, and other amounts paid to such Participant by an Employer, as well as savings contributions made on behalf of a Participant to this Plan pursuant to Section 401(k) of the Code and elective contributions made on behalf of a Participant to any cafeteria plan maintained by an Employer pursuant to Section 125 of the Code and, for years beginning after December 31, 2000, amounts not included in the gross income of the Participant by reason of Section 132(f)(4) of the Code, but shall not include automobile allowances or imputed income related to personal use of Employer automobiles, supplemental travel allowances, third party disability payments, credits or benefits under this Plan, any amount contributed to any employee stock ownership, pension, employee welfare, life insurance, or health insurance plan or arrangement (other than savings contributions to this Plan and elective contributions to any cafeteria plan), or any other tax-favored fringe benefits.

(b) For all purposes of the Plan, no Compensation paid by an Employer with respect to an Employee prior to the Employee’s first day of participation in the Plan shall be taken into account.

(c) No Compensation in excess of $150,000 (as adjusted by the Commissioner of the Internal Revenue Service in accordance with Section 401(a)(17)(B) of the Code) shall be taken into account for any Employee.

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(d) Effective for Plan Years beginning after December 31, 1996, the prior provisions relating to “Family Members” are deleted.

1.16 “Direct Rollover” shall mean a payment of an Eligible Rollover Distribution by the Plan to an Eligible Retirement Plan specified by the Distributee.

1.17 “Directed Investment Fund” shall mean an investment fund established pursuant to section 10.1 for purposes of investing Participants’ Accounts, excluding the Publix Stock Fund.

1.18 “Distributee” shall mean

(a) a Participant who is entitled to benefits payable as a result of his retirement, disability or other severance of employment as provided in section 8.1, 8.2, or 8.3,

(b) a Participant’s surviving Eligible Spouse who is entitled to death benefits payable pursuant to section 8.4, and

(c) a Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, entitled to benefits payable as provided by section 15.2(b).

1.19 “Earnings” attributable to any fund (other than the Publix Stock Fund) shall mean, with respect to a Valuation Period, the aggregate of the unrealized appreciation or depreciation accruing to the fund during such period; and the income earned or the loss sustained by the fund during such period, whether from investments or from the sale or exchange of assets. Earnings attributable to any portion of the Publix Stock Fund credited to an Other Investments Account shall mean, with respect to a Valuation Period, (i) cash dividends received on shares of common stock of the Company allocated to Participants’ Employer Securities Accounts and (ii) the aggregate of the unrealized appreciation or depreciation occurring in the value of, and the income earned or the loss sustained by, the portion of the Publix Stock Fund during such period that is invested in assets other than shares of common stock of the Company. Earnings with respect to the portion of the Publix Stock Fund credited to an Employer Securities Account shall mean, with respect to a Valuation Period, the aggregate of the unrealized appreciation or depreciation occurring in the value, and the gain or loss incurred in connection with the sale or other disposition, of the portion of the Publix Stock Fund during such period that is invested in shares of common stock of the Company.

1.20 “Effective Date” of this amended and restated Publix Super Markets, Inc. 401(k) SMART Plan shall mean July 1, 2001.

1.21 “Eligible Retirement Plan” shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts a Distributee’s Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a Participant’s surviving spouse who is entitled to death benefits payable pursuant to section 8.4, an Eligible Retirement Plan shall mean an individual retirement account or individual retirement annuity.

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1.22 “Eligible Rollover Distribution” shall mean any distribution of all or any portion of the balance to the credit of a Distributee, other than:

(a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made

(1) for the life (or life expectancy) of the Distributee, or the joint lives (or life expectancies) of the Distributee and the Distributee’s designated beneficiary, or

(2) for a specified period of ten years or more;

(b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;

(c) effective for distributions after December 31, 1998, any hardship distributions described in Section 401(k)(2)(B)(i)(IV) of the Code; and

(d) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

Notwithstanding the preceding provisions of this section, an Eligible Rollover Distribution shall not include one or more distributions during a Plan Year if the aggregate amount distributed during the Plan Year is less than $200 (adjusted under such regulations as may be issued from time to time by the Secretary of the Treasury).

1.23 “Eligible Spouse” shall mean a Participant’s husband or wife, provided the Participant and such husband or wife have been married throughout the one-year period ending on the earlier of (a) the date payment of the Participant’s benefit commences or (b) the date of the Participant’s death.

1.24 “Employee” shall mean any person employed by an Employer or an Affiliate; provided, however, that the term “Employee” shall not include:

(a) a person who serves only as a director of an Employer;

(b) a member of a collective bargaining unit if retirement benefits were a subject of good faith bargaining between such unit and an Employer;

(c) a nonresident alien who does not receive earned income from sources within the United States;

(d) any individual categorized by his Employer as an independent contractor or leased employee, regardless of whether such person is subsequently determined to satisfy the common law employee definition under any applicable law; and

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(e) any individual who is employed by Lone Palm Golf Club, LLC, even if any such individual is deemed to be an employee of the Company.

1.25 “Employer” shall mean the Company, Publix Alabama, LLC, PublixDirect, LLC, and Publix Asset Management Company, as well as any subsidiary, related corporation, or other entity that adopts this Plan with the consent of the Company.

1.26 “Employer Securities Account” shall mean a subaccount established pursuant to section 7.2 with respect to matching contributions and savings contributions invested in common stock of the Company held within the Publix Stock Fund, and adjustments thereto.

1.27 “Entry Date” shall mean the first Saturday of each month.

1.28 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. References to a specific section of ERISA shall include references to any successor provisions.

1.29 “ESOP” shall mean the Publix Super Markets, Inc. Employee Stock Ownership Plan.

1.30 “Highly Compensated Employee” shall mean, for Plan Years beginning after December 31, 1996:

(a) any Employee who:

(1) was a 5% owner of an Employer at any time during the Plan Year or the preceding Plan Year; or

(2) for the preceding Plan Year, had Section 415 Compensation in excess of $85,000 (as adjusted under such regulations as may be issued from time to time by the Secretary of the Treasury); or

(b) any former Employee who separated from service (or was deemed to have separated from service) prior to the Plan Year and performs no service for an Employer during the Plan Year, but was an actively employed Highly Compensated Employee in the Plan Year of his separation or any Plan Year ending on or after the date he attained age fifty-five (55).

In determining whether an Employee is a Highly Compensated Employee for Plan Years beginning after December 31, 1996, subsection (a) shall be treated as having been in effect for Plan Years beginning after December 31, 1995.

1.31 “Hire Date” shall mean the date on which an Employee first had an Hour of Service.

1.32 (a) “Hour of Service” shall mean

(1) an hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer or an Affiliate;

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(2) an hour for which an Employee is paid, or entitled to payment, by an Employer or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), bereavement, lay-off, jury duty, military duty or leave of absence. Notwithstanding the preceding,

(A) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited under this section 1.32(a)(2) to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment compensation or disability insurance laws; and

(B) an hour shall not be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee;

(3) an hour which otherwise would normally be credited to an Employee but for the fact that such Employee is on an unpaid leave of absence authorized by an Employer or an Affiliate. The Hours of Service to be credited to an Employee under the provisions of this section 1.32(a)(3) are the Hours of Service that otherwise would normally have been credited to such Employee but for the absence in question or, in any case in which the Administrator is unable to determine such hours, the number of Hours of Service credited to such Employee shall be equal to forty (40) Hours of Service for each week of the authorized leave of absence. Notwithstanding the preceding, no Hours of Service shall be credited under this section 1.32(a)(3) to an Employee on account of any portion of an authorized, unpaid leave of absence that exceeds six months (whether or not such period occurs in a single Plan Year);

(4) an hour credited to an Employee who has been granted by his Employer an extended, unpaid leave of absence solely for the purpose of serving in the armed forces of the United States of America, whether voluntarily or as a result of the operation of a compulsory military service law. Such extended, unpaid leave of absence shall include the ninety (90) day period immediately following his discharge from such armed forces, or any longer period after his discharge in which his employment rights are guaranteed by law. The Hours of Service to be credited to an Employee under the provisions of this section 1.32(a)(4) shall be equal to forty (40) Hours of Service for each week of the extended, unpaid leave of absence. Notwithstanding the preceding, no Hours of Service shall be credited under this section 1.32(a)(4) to an Employee on account of any portion of an extended, unpaid leave of absence that exceeds five years, unless the Employee’s rights are otherwise guaranteed by law. Furthermore, no Hours of Service shall be credited under this section 1.32(a)(4) to an Employee on account of any portion of such a leave of absence if the Employee fails to obtain an honorable discharge upon completion of his military service, unless otherwise required by law; and

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(5) an hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer or an Affiliate; provided, however, that the same Hour of Service shall not be credited both under section 1.32(a)(1), (2), (3), or (4), as the case may be, and under this section 1.32(a)(5). Crediting of an Hour of Service for back pay awarded or agreed to with respect to periods described in sections 1.32(a)(2), (3), and (4) shall be subject to the limitations set forth in those sections.

The definition set forth in this section 1.32(a) is subject to the special rules contained in Department of Labor Regulations Sections 2530.200b 2(b) and (c), and any regulations amending or superseding such Sections, which special rules are hereby incorporated in the definition of “Hour of Service” by this reference.

(b) Notwithstanding the provisions of section 1.32(a), each Employee who was employed by the Company, Publix Food Stores, Inc., or Publix Market, Inc. on October 1, 1975, shall be credited with one thousand (1,000) Hours of Service for each twelve (12) continuous months of service commencing with his most recent employment commencement date prior to October 1, 1975, and ending October 1, 1975. In addition, each such Employee shall be credited with forty (40) Hours of Service for each week of employment during the period beginning on his most recent Anniversary Date prior to October 1, 1975, and ending on October 1, 1975.

(c)     (1) Notwithstanding the other provisions of this “Hour of Service” definition, in the case of an Employee who is absent from work for any period by reason of her pregnancy, by reason of the birth of a child of the Employee, by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee or for purposes of caring for such child for a reasonable period beginning immediately following such birth or placement, the Employee shall be treated as having those Hours of Service described in section 1.32(c)(2).

(2) The Hours of Service to be credited to an Employee under the provisions of section 1.32(c)(1) are the Hours of Service that otherwise would normally have been credited to such Employee but for the absence in question or, in any case in which the Plan is unable to determine such hours, eight (8) Hours of Service per day of such absence; provided, however, that the total number of hours treated as Hours of Service under this section 1.32(c) by reason of any such pregnancy or placement shall not exceed 501 hours.

(3) The hours treated as Hours of Service under this section 1.32(c) shall be credited only in the consecutive 12 month period beginning with the Employee’s Anniversary Date in which the absence from work begins, if the crediting is necessary to prevent a One Year Break in Service in such 12 month period or, in any other case, in the immediately following 12 month period.

(4) Credit shall be given for Hours of Service under this section 1.32(c) solely for purposes of determining whether a One Year Break in Service has occurred for participation or vesting purposes; credit shall not be given hereunder for any other purposes (including, without limitation, benefit accrual).

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(5) Notwithstanding any other provision of this section 1.32(c), no credit shall be given under this section 1.32(c) unless the Employee in question furnishes to the Plan Administrator such timely information as the Administrator may reasonably require to establish that the absence from work is for reasons referred to in section 1.32(c)(1) and the number of days for which there was such an absence.

1.33 “Key Employee” shall mean any Employee or former Employee (or any beneficiary thereof) who is at any time during the Plan Year (or was at any time during the four preceding Plan Years)

(a) an officer of an Employer or an Affiliate having an aggregate annual compensation from the Employer and its Affiliates in excess of 50% of the amount in effect under Section 415(b)(1)(A) of the Code for any such Plan Year, provided, however, that no more than the lesser of

(1) 50 Employees, or

(2) the greater of (A) three Employees or (B) 10% of all Employees,

shall be treated as officers, and such officers shall be those with the highest annual compensation in the five year period;

(b) one of the ten Employees owning (or considered as owning) the largest interests in an Employer or an Affiliate, owning more than a  ¹/2% interest in the Employer or an Affiliate, and having an aggregate annual compensation from the Employer and its Affiliates of more than the limitation in effect under Section 415(c)(1)(A) of the Code for the calendar year that includes the last day of the Plan Year;

(c) a 5% owner of an Employer or an Affiliate; or

(d) a 1% owner of an Employer or an Affiliate having an aggregate annual compensation from the Employer and its Affiliates of more than $150,000.

Ownership shall be determined in accordance with Section 416(i)(1)(B) and (C) of the Code. For purposes of subsection (b), if two Employees have the same ownership interest in an Employer or an Affiliate, the Employee having the greatest annual compensation from the Employer and all Affiliates shall be treated as having a larger interest. For purposes of this section, “compensation” shall mean compensation as defined in Section 415(c)(3) of the Code, but including amounts contributed by an Employer on behalf of an Employee pursuant to a salary reduction agreement which are excludable from the Employee’s gross income under Section 125, Section 402(e)(3), Section 402(h), or Section 403(b) of the Code and, for years beginning after December 31, 2000, amounts not included in the gross income of the Participant by reason of Section 132(f)(4) of the Code.

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1.34 “Limitation Year” shall mean the 12 month period ending on each December 31.

1.35 “Matching Contributions Account” shall mean an account established pursuant to section 7.2 with respect to contributions to this Plan on behalf of a Participant by an Employer pursuant to section 6.2.

1.36 “Non-Key Employee” shall mean, with respect to any Plan Year, an Employee or former Employee who is not a Key Employee (including any such Employee who formerly was a Key Employee).

1.37 “Normal Retirement Date” shall mean the date on which a Participant attains the age of sixty (60) years.

1.38 “One Year Break in Service” shall mean a year beginning with an Employee’s Anniversary Date in which an Employee has 500 or fewer Hours of Service, and it shall be deemed to occur on the last day of any such year.

1.39 “Other Investments Account” shall mean a subaccount established pursuant to section 7.2 with respect to assets other than common stock of the Company held within the Publix Stock Fund, and adjustments thereto.

1.40 “Participant” shall mean any eligible Employee of an Employer who has become a Participant under Article V of the Plan and shall include any former employee of an Employer who became a Participant under the Plan and who still has a balance in an Account under the Plan or an alternate payee who has become a Participant pursuant to a Qualified Domestic Relations Order as provided by section 15.2(b).

1.41 “Plan” shall mean the Publix Super Markets, Inc. 401(k) SMART Plan as herein set forth, as it may be amended from time to time.

1.42 “Plan Administrator” shall mean the Company.

1.43 “Plan Year” shall mean the 12 month period ending on each December 31.

1.44 “Primary Trust Fund” shall mean the trust fund established under the Agreement and Declaration of Trust between the Company and the Primary Trustee from which the amounts of supplementary compensation provided for by the Plan (other than amounts to be held by the Publix Stock Fund Trustee) are to be paid or are to be funded.

1.45 “Primary Trustee” shall mean the individual, individuals, or corporation designated as trustee under the Agreement and Declaration of Trust for the Primary Trust Fund.

1.46 “Publix Stock Fund” shall mean, collectively, the assets comprising the Employer Securities Accounts (held by the Publix Stock Fund Trustee) and the assets comprising the Other Investments Accounts (held by the Primary Trustee).

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1.47 “Publix Stock Fund Trustee” shall mean the individual, individuals, or corporation designated as trustee under the Agreement and Declaration of Trust for the portion of the Publix Stock Fund consisting of the Employer Securities Accounts.

1.48 “Rollover Contributions Account” shall mean an account established pursuant to section 7.2 with respect to amounts transferred to this Plan by a Participant from the ESOP as provided in section 6.6.

1.49 “Savings Contributions Account” shall mean an account established pursuant to section 7.2 with respect to savings contributions made under salary reduction arrangements pursuant to section 6.1.

1.50 “Section 415 Compensation” shall include all wages and other payments of compensation to a Participant from all Employers and all Affiliates for personal services actually rendered for which the Employers and Affiliates are required to furnish the Participant a written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code (and without regard to any provisions under Section 3401(a) of the Code that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that for years beginning after December 31, 1997, the term “Section 415 Compensation” shall also include any amount that is contributed by an Employer at the election of the Employee and that is not includible in the gross income of the Employee under Sections 125, 401(k), 402(h), 403(b), or 457 of the Code; and provided further that for years beginning after December 31, 2000, the term “Section 415 Compensation” shall also include any amount that is not includible in the gross income of the Employee under Section 132(f)(4) of the Code.

1.51 “Top Heavy Plan” shall mean this Plan if the aggregate account balances (not including voluntary rollover contributions made by any Participant from an unrelated plan) of the Key Employees and their beneficiaries for such Plan Year exceed 60% of the aggregate account balances (not including voluntary rollover contributions made by any Participant from an unrelated plan) for all Participants and their beneficiaries. Such values shall be determined for any Plan Year as of the last day of the immediately preceding Plan Year. The account balances on any determination date shall include the aggregate distributions made with respect to Participants during the five-year period ending on the determination date. For the purposes of this definition, the aggregate account balances for any Plan Year shall include the account balances and accrued benefits of all retirement plans qualified under Section 401(a) of the Code with which this Plan is required to be aggregated to meet the requirements of Section 401(a)(4) or 410 of the Code (including terminated plans that would have been required to be aggregated with this Plan) and all plans of an Employer or an Affiliate in which a Key Employee participates; and such term may include (at the discretion of the Plan Administrator) any other retirement plan qualified under Section 401(a) of the Code that is maintained by an Employer or an Affiliate, provided the resulting aggregation group satisfies the requirements of Sections 401(a) and 410 of the Code. All calculations shall be on the basis of actuarial assumptions that are specified by the Plan Administrator and applied on a uniform basis to all plans in the applicable aggregation group. The account balance of any Participant shall not be taken into account if:

(a) he is a Non-Key Employee for any Plan Year, but was a Key Employee for any prior Plan Year, or

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(b) he has not performed any service for an Employer during the five-year period ending on the determination date.

1.52 “Trust” or “Trusts” shall mean the trust or trusts established by one or more of the Agreements and Declarations of Trust.

1.53 “Trustee” or “Trustees” shall mean the Primary Trustee and/or the Publix Stock Fund Trustee.

1.54 “Trust Fund” or “Trust Funds” shall mean the Primary Trust Fund and/or the Publix Stock Fund.

1.55 “Valuation Date” shall mean each Business Day, or such other date as may be selected by the Plan Administrator; provided, however, with respect to the portion of the Publix Stock Fund consisting of the Employer Securities Accounts, Valuation Date shall mean the last day of each fiscal quarter of the Company, or such other date as may be selected by the Plan Administrator.

1.56 “Valuation Period” shall mean the period beginning with the first day after a Valuation Date and ending with the next Valuation Date.

1.57 “Vested Interest” shall mean, as of any date, the amount equal to a fixed, non-forfeitable percentage of a Participant’s Account balance or contribution as determined pursuant to section 8.3(b).

1.58 (a) “Year of Service” shall mean each of the consecutive 12-month periods beginning with the Employee’s Anniversary Date if during such consecutive 12-month period, the Employee completes 1,000 Hours of Service for an Employer or an Affiliate thereof.

(b) For purposes of section 6.2, a Year of Service is not completed until the end of each consecutive 12 month period without regard to when during the period that 1,000 Hours of Service are completed.

(c) For purposes of Article VIII and section 14.1(e), an Employee’s Years of Service shall not include any Year of Service prior to a One Year Break in Service, but only prior to such time as the Participant has completed a Year of Service after such One Year Break in Service.

(d) For all purposes of this Plan, an Employee’s Years of Service shall include:

(1) for persons employed in stores acquired by the Company from Kroger Company on or after November 7, 1988, and before September 1, 1992, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition;

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(2) for persons employed by the Par 3 Golf Center, Lakeland, Florida acquired by the Company on

September 9, 1988, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition;

(3) for persons employed by Wolfson Pharmacy acquired by the Company on July 31, 1988, service with such predecessor employer if such person was employed by such predecessor employer immediately before the acquisition; and

(4) for persons employed by Care Systems Corporation acquired by the Company on December 27, 1996, service with such predecessor employer if such person became an Employee of the Company on December 28, 1996.

ARTICLE II

Amendment and Restatement and Name of the Plan

The Company’s 401(k) plan is hereby amended and restated in accordance with the terms hereof and shall continue to be known as the “PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN.”

ARTICLE III

Purpose of the Plan and the Trusts

3.1 Exclusive Benefit. This Plan is created for the sole purpose of providing benefits to the Participants and enabling them to share in the growth of their Employer. Except as otherwise permitted by law, in no event shall any part of the principal or income of the Trusts be paid to or reinvested in any Employer or be used for or diverted to any purpose whatsoever other than for the exclusive benefit of the Participants and their beneficiaries.

3.2 Mistake of Fact. Notwithstanding the provisions of section 3.1, any contribution made by an Employer to this Plan by a mistake of fact may be returned to the Employer within one year after the payment of the contribution; and any contribution made by an Employer that is conditioned upon the deductibility of the contribution under Section 404 of the Code (each contribution shall be presumed to be so conditioned unless the Employer specifies otherwise) may be returned to the Employer if the deduction is disallowed and the contribution is returned (to the extent disallowed) within one year after the disallowance of the deduction.

3.3 Participant’s Rights. The establishment of this Plan shall not be considered as giving any Employee, or any other person, any legal or equitable right against any Employer, any Affiliate, the Plan Administrator, the Primary Trustee, the Publix Stock Fund Trustee, or the principal or the income of the Trusts, except to the extent otherwise provided by law. The establishment of this Plan shall not be considered as giving any Employee, or any other person, the right to be retained in the employ of any Employer or any Affiliate.

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3.4 Qualified Plan. This Plan and the Trusts are intended to qualify under the Code as a tax-free employees’ plan and trust, and the provisions of this Plan and the Trusts should be interpreted accordingly.

ARTICLE IV

Plan Administrator

4.1 Administration of the Plan. The Plan Administrator shall control and manage the operation and administration of the Plan, except with respect to the investments to be made of the funds in the Trusts and except with respect to such other duties of the Trustees as set forth in the Agreements and Declarations of Trust.

4.2 Powers and Duties. The Administrator shall have complete control over the administration of the Plan herein embodied, with all powers necessary to enable it to carry out its duties in that respect. Not in limitation, but in amplification of the foregoing, the Administrator shall have the power and discretion to interpret or construe this Plan and to determine all questions that may arise as to the status and rights of the Participants and others hereunder.

4.3 Direction of Trustees. It shall be the duty of the Administrator to direct the Trustees with regard to the distribution of the benefits to the Participants and others hereunder.

4.4 Summary Plan Description. The Plan Administrator shall prepare or cause to be prepared a Summary Plan Description (if required by law) and such periodic and annual reports as are required by law.

4.5 Disclosure. From time to time, the Administrator shall furnish to each Participant a statement containing the value of his interest in the Trust Funds and such other information as may be required by law.

4.6 Conflict in Terms. The Administrator shall notify each Employee, in writing, as to the existence of the Plan and Trusts and the basic provisions thereof. In the event of any conflict between the terms of this Plan and Trusts as set forth in this Plan and in the Agreements and Declarations of Trust and as set forth in any explanatory booklet or other description, this Plan and the Agreements and Declarations of Trust shall control.

4.7 Nondiscrimination. The Administrator shall not take any action or direct the Trustees to take any action whatsoever that would result in unfairly benefiting one Participant or group of Participants at the expense of another or in improperly discriminating between Participants similarly situated or in the application of different rules to substantially similar sets of facts.

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4.8 Records. The Plan Administrator shall keep a complete record of all its proceedings as the administrator of the Plan and all data necessary for the administration of the Plan. All of the foregoing records and data shall be located at an appropriate office of the Administrator (or its third party administrator as agent).

4.9 Final Authority. Except to the extent otherwise required by law, the decision of the Plan Administrator in matters within its jurisdiction shall be final, binding and conclusive upon each Employer and each Employee, member, and beneficiary and every other interested or concerned person or party.

4.10 Claims.

(a) Claims for benefits under the Plan may be made by a Participant or a beneficiary of a deceased Participant on forms supplied by the Plan Administrator. Written notice of the disposition of a claim shall be furnished to the claimant by the Administrator within ninety (90) days after the application is filed with the Administrator, unless special circumstances require an extension of time for processing, in which event action shall be taken as soon as possible, but not later than one hundred eighty (180) days after the application is filed with the Administrator; and in the event that no action has been taken within such ninety (90) or one hundred eighty (180) day period, the claim shall be deemed to be denied for the purposes of section 4.10(b). In the event that the claim is denied, the denial shall be written in a manner calculated to be understood by the claimant and shall include the specific reasons for the denial, specific references to pertinent Plan provisions on which the denial is based, a description of the material information, if any, necessary for the claimant to perfect the claim, an explanation of why such material information is necessary and an explanation of the claim review procedure.

(b) If a claim is denied (either in the form of a written denial or by the failure of the Plan Administrator, within the required time period, to notify the claimant of the action taken), a claimant or his duly authorized representative shall have sixty (60) days after the receipt of such denial to petition the Plan Administrator in writing for a full and fair review of the denial, during which time the claimant or his duly authorized representative shall have the right to review pertinent documents and to submit issues and comments in writing. The Plan Administrator shall promptly review the claim and shall make a decision not later than sixty (60) days after receipt of the request for review, unless special circumstances require an extension of time for processing, in which event a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after the receipt of the request for review. If such an extension is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. The decision of the review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, with specific references to the Plan provisions on which the decision is based.

4.11 Appointment of Advisors. The Administrator may appoint such accountants, counsel (who may be counsel for an Employer), specialists and other persons that it deems necessary

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and desirable in connection with the administration of this Plan. Without limitation on the foregoing, the Administrator shall have the right and responsibility to enter into administrative arrangements with third parties to perform recordkeeping and other administrative services and with other service providers for the Plan; such arrangements may provide for obtaining bundled services. The Administrator, by action of its Board of Directors, shall designate one or more of its employees to perform the duties required of the Administrator hereunder.

ARTICLE V

Eligibility and Participation

5.1 Current Participants. Any Employee who was a Participant in this Plan immediately prior to the Effective Date shall remain as a Participant in the Plan.

5.2 Eligibility and Participation.

(a) Any Employee of an Employer shall be eligible to become a Participant in the Plan six (6) months after his Hire Date if he has then attained age eighteen (18) or, if he has not then attained age eighteen (18), when he attains age eighteen (18). Any such eligible Employee shall enter the Plan as a Participant, if he is still an Employee of an Employer, on the Entry Date in the month immediately following the month in which the Employee becomes eligible.

(b) A person who ceases to be an Employee before his Entry Date and who reenters the employ of an Employer more than six (6) months after his Hire Date shall enter the Plan as a Participant on the date of his reemployment.

(c) A person who has satisfied the eligibility requirements (except for not being an Employee of an Employer) prior to becoming an Employee of an Employer shall enter the Plan as a Participant on the date he becomes an Employee of an Employer.

5.3 Former Participants. A Participant who ceases to be an Employee and who subsequently reenters the employ of an Employer shall enter the Plan as a Participant on the date of his reemployment.

ARTICLE VI

Contributions to the Trust

6.1 Participants’ Savings Contributions.

(a) The Employer shall contribute to the Trust, on behalf of each eligible Participant, a savings contribution as specified in a salary reduction agreement (if any) between the Participant and such Employer; provided, however, that such contribution for a Participant shall not exceed the lesser of

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(1) $10,500 (adjusted under such regulations as may be issued from time to time by the Secretary of the Treasury) with respect to any calendar year, or

(2) 15% of the Participant’s Compensation for such Plan Year (or such lower percentage as may be determined periodically by the Board of Directors).

(b) (1) If a Participant’s savings contributions, together with any elective contributions by the Participant to any other plans of his Employer or an Affiliate intended to qualify under Sections 401(k) or 403(b) of the Code, exceed the limitation set forth in section 6.1(a)(1) for any calendar year, the Administrator, upon notification from the Participant or his Employer, shall refund to such Participant the portion of such excess that is attributable to savings contributions to the Plan, increased by the earnings thereon for such calendar year (such earnings shall be determined by the Plan Administrator in a manner consistent with the provisions of section 7.4 and Treasury Regulation Section 1.402(g)-1(e)(5)) and reduced by any excess savings contributions and earnings for the Plan Year beginning with or within the calendar year that have been previously distributed to the Participant in accordance with the provisions of section 6.1(f). Any such refund shall be made on or before April 15 immediately following the calendar year in which the excess savings contribution is made.

(2) If a Participant’s savings contributions, together with any elective contributions by the Participant to any other plans intended to qualify under Sections 401(k), 403(b), 408(k), or 457 of the Code, exceed the limitation set forth in section 6.1(a) (1) for any calendar year, the Administrator may refund to such Participant, at the Participant’s request, the portion of such excess that is attributable to savings contributions to the Plan, increased by the earnings thereon for such calendar year (determined as provided in section 6.1(b)(1)) and reduced by any excess savings contributions and earnings for the Plan Year beginning with or within the calendar year that have been previously distributed to the Participant in accordance with the provisions of section 6.1(f). Any such refund shall be made on or before April 15 immediately following the calendar year in which the excess savings contribution is made.

(3) Excess savings contributions and earnings shall be determined for purposes of section 6.1(a)(1), section 6.1(b)(1), and section 6.1(b)(2) after taking into account any previous refunds to the Participant of excess savings contributions and earnings for the Plan Year ending with or within the calendar year made in accordance with the provisions of

section 6.1(f).

(c) Any salary reduction agreement shall be executed (including by voice response, Internet, or other electronic means) and received by the Plan Administrator (and otherwise in effect) prior to the first day of the first pay period to which it applies. Any such agreement may be revised by the Participant, with the approval of the Administrator, as of any pay period if the revision is received by the Plan Administrator prior to the first day of the first pay period to which the revision applies.

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(d) The Administrator shall have the right to require any Participant to reduce his savings contributions under any salary reduction agreement, or to refuse deferral of all or part of the amount set forth in such agreement, if necessary to comply with the requirements of this Plan and the Code.

(e) A Participant may suspend further savings contributions to the Plan at any time, provided the request for such suspension is received by the Plan Administrator prior to the first day of the first pay period to which such suspension applies. Any Participant who has previously entered into a salary reduction agreement and who suspends further savings contributions relating to periodic pay may reinstate such contributions by providing notice (including by voice response, Internet, or other electronic means) to the Plan Administrator prior to the first day of the first pay period to which it applies; provided, however, that such pay period shall not begin less than ninety (90) days after the suspension of savings contributions became effective.

(f) For Plan Years beginning after December 31, 1996:

(1) In the event that the savings contributions of Highly Compensated Employees exceed the limitations set forth in section 6.3, such excess (plus the earnings thereon for the Plan Year to which the excess contributions relate), determined as set forth below, shall be distributed to the Highly Compensated Employees on or before the 15th day of the third month after the close of the Plan Year to which the excess contributions relate. Notwithstanding the preceding sentence, the Plan Administrator may delay the distribution of any excess savings contributions (plus the earnings thereon for the Plan Year to which the excess contributions relate) attributable to an Employer beyond the 15th day of the third month of such Plan Year, if the Employer consents to such delay and the Administrator refunds all such excess amounts not later than 12 months after the close of the Plan Year to which the excess contributions relate.

(2)(A) The amount of such excess savings contributions for the Highly Compensated Employees in the aggregate for the Plan Year shall be determined by reducing the savings contributions of the Highly Compensated Employee with the highest Actual Deferral Ratio to the extent required to

(i) enable the arrangement to satisfy the limitations set forth in section 6.3, or

(ii) cause such Highly Compensated Employee’s Actual Deferral Ratio to equal the Actual Deferral Ratio of the Highly Compensated Employee with the next highest Actual Deferral Ratio.

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This process shall be repeated until the arrangement satisfies the limitations set forth in section 6.3.

(B) The aggregate dollar amount of the excess calculated under section 6.1(f)(2)(A) shall be distributed in accordance with the following provisions of this section 6.1(f)(2)(B):

(i) the savings contributions of the Highly Compensated Employee with the largest dollar amount of savings contributions shall be reduced by the amount required to cause such Highly Compensated Employee’s savings contributions to equal the dollar amount of the savings contributions of the Highly Compensated Employee with the next highest dollar amount of savings contributions;

(ii) the amount determined in section 6.1(f)(2)(B)(i) shall be distributed to the Highly Compensated Employee with the largest dollar amount of savings contributions, unless a lesser amount, when added to the aggregate dollar amount already distributed under this section 6.1(f)(2)(B)(ii), would equal the aggregate dollar amount of the excess calculated under section 6.1(f)(2)(A), in which event such lesser amount shall be distributed; and

(iii) if the aggregate dollar amount distributed under section 6.1(f)(2)(B)(ii) is then less than the aggregate dollar amount of the excess calculated under section 6.1(f)(2)(A), the steps in this section 6.1(f)(2)(B) shall be repeated.

(3) Earnings attributable to excess savings contributions of a Highly Compensated Employee shall be determined by the Plan Administrator as of the last day of the Plan Year to which such excess contributions relate in a manner consistent with the provisions of section 7.4 and Treasury Regulation Section 1.401(k)- 1(f)(4)(ii).

(4) Excess savings contributions and earnings determined under sections 6.1(f)(2) and (3) shall be reduced by any excess savings contributions and earnings for the calendar year ending with or within the Plan Year that have been previously refunded to the Participant in accordance with the provisions of section 6.1(b).

6.2 Matching Contributions.

(a) Each Employer, at the discretion of its Board of Directors, may contribute to the Trust a matching contribution on behalf of each eligible Participant (as determined pursuant to section 6.2(b)) for whom a savings contribution is made during the Plan Year. Such matching contribution shall be equal to a specified percentage of the amount of the savings contribution (or specified percentages of separate portions of the amount of the

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savings contribution) made to the Plan by the Participant, and may be limited to a specified percentage (or percentages) of the Participant’s Compensation or a specified maximum dollar amount (or amounts). The percentage (or percentages) of the matching contribution, and any maximum percentage (or percentages) or dollar amount (or amounts), shall be determined by the Board of such Employer. No matching contribution shall be required for the portion of a Participant’s savings contribution subject to the refund requirements of section 6.1(b) or 6.1(f).

(b) A Participant shall be eligible to share in the matching contribution described in section 6.2(a) for a Plan Year if (1) he has been credited with a Year of Service as of the date preceding his Anniversary Date occurring during the Plan Year and if he is employed by his Employer on the last day of such Plan Year, or (2) if his employment is terminated during the Plan Year (regardless of whether such termination is the result of retirement, disability, death, or severance of employment) and he has a Vested Interest in the balance of his Matching Contributions Account as of his date of termination.

(c) Any matching contribution made by an Employer on account of a savings contribution that has been refunded pursuant to section 6.1(b) or section 6.1(f) shall be forfeited, and used to reduce matching contributions for the Plan Year in which the forfeiture occurs. In the event that forfeitures arising pursuant to this section 6.2(c) exceed the amount that may be used to reduce matching contributions for the Plan Year, any additional forfeitures shall be allocated as additional matching contributions to the Matching Contributions Accounts of Participants other than those whose matching contributions have been reduced hereunder.

(d) Effective for Plan Years beginning after December 31, 1996:

(1) In the event that the matching contributions for Highly Compensated Employees exceed the limitations set forth in section 6.3, then except as set forth in section 6.2(d)(3), such excess (plus the earnings thereon for the Plan Year to which the excess contributions relate), determined as set forth below, shall be distributed to the Highly Compensated Employees on or before the 15th day of the third month after the close of the Plan Year to which the excess matching contributions relate. Notwithstanding the preceding sentence, the Plan Administrator may delay the distribution of any excess matching contributions (plus the earnings thereon for the Plan Year to which the excess contributions relate) attributable to an Employer beyond the 15th day of the third month of such Plan Year, if the Employer consents to such delay and the Administrator refunds all such excess amounts not later than 12 months after the close of the Plan Year to which the excess contributions relate.

(2) The amount of such excess matching contributions for the Highly Compensated Employees in the aggregate for the Plan Year shall be determined by reducing the matching contribution of the Highly Compensated Employee with the highest Actual Contribution Ratio to the extent required to

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(A) enable the arrangement to satisfy the limitations set forth in section 6.3, or

(B) cause such Highly Compensated Employee’s Actual Contribution Ratio to equal the Actual Contribution Ratio of the Highly Compensated Employee with the next highest Actual Contribution Ratio.

This process shall be repeated until the arrangement satisfies the limitations set forth in section 6.3.

(3) The aggregate dollar amount of the excess calculated under section 6.2(d)(2) shall be distributed or forfeited in accordance with the following provisions of this section 6.2(d)(3):

(A) the matching contributions of the Highly Compensated Employee with the largest dollar amount of matching contributions shall be reduced by the amount required to cause such Highly Compensated Employee’s matching contributions to equal the dollar amount of the matching contributions of the Highly Compensated Employee with the next highest dollar amount of matching contributions;

(B) the amount determined in section 6.2(d)(3)(A) shall be distributed to the Highly Compensated Employee with the largest dollar amount of matching contributions, unless a lesser amount, when added to the aggregate dollar amount already distributed under this section 6.2(d)(3)(B), would equal the aggregate dollar amount of the excess calculated under section 6.2(d)(2), in which event such lesser amount shall be distributed;

(C) if the aggregate dollar amount distributed under section 6.2(d)(3)(B) is then less than the aggregate dollar amount of the excess calculated under section 6.2(d)(2), the steps in this section 6.2(d)(3) shall be repeated; and

(D) notwithstanding the foregoing, if the amount to be distributed to a Highly Compensated Employee under the foregoing provisions of this section 6.2(d)(3) is not vested, then such amount shall not be distributed to the Highly Compensated Employee but shall be forfeited and used as provided in section 6.5.

(e) In determining the amount of such excess, Actual Contribution Ratios shall be rounded to the nearest one-hundredth of one percent of the Employee’s Compensation.

(f) In no case shall the amount of such excess with respect to any Highly Compensated Employee exceed the amount of matching contributions on behalf of such Highly Compensated Employee for such Plan Year.

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(g) Earnings attributable to excess contributions shall be determined by the Plan Administrator as of the last day of the Plan Year to which such excess contributions relate in a manner consistent with the provisions of section 7.4 and Treasury Regulation Section 1.401(m)-1(e)(3)(ii).

6.3 Limitations on Savings and Matching Contributions. The amounts contributed as savings and matching contributions shall be limited as follows:

(a) Actual Deferral Percentage:

(1) The Actual Deferral Percentage for the group of Highly Compensated Employees for a Plan Year shall not exceed the Actual Deferral Percentage for the group of all other eligible Employees for such Plan Year multiplied by 1.25, or

(2) the excess of the Actual Deferral Percentage for the group of Highly Compensated Employees for a Plan Year over the Actual Deferral Percentage for the group of all other eligible Employees for such Plan Year shall not exceed two (2) percentage points (or such lesser amount as may be required by section 6.3(c)); and the Actual Deferral Percentage for the group of Highly Compensated Employees for such Plan Year shall not exceed the Actual Deferral Percentage for the group of all other eligible Employees for such Plan Year multiplied by 2.0 (or such lesser amount as may be required by section 6.3(c)).

(b) Actual Contribution Percentage:

(1) The Actual Contribution Percentage for the group of Highly Compensated Employees for a Plan Year shall not exceed the Actual Contribution Percentage for the group of all other eligible Employees for such Plan Year multiplied by 1.25, or

(2) the excess of the Actual Contribution Percentage for the group of Highly Compensated Employees for a Plan Year over the Actual Contribution Percentage for the group of all other eligible Employees for such Plan Year shall not exceed two (2) percentage points (or such lesser amount as may be required by section 6.3(c)); and the Actual Contribution Percentage for the group of Highly Compensated Employees for such Plan Year shall not exceed the Actual Contribution Percentage for the group of all other eligible Employees for such Plan Year multiplied by 2.0 (or such lesser amount as may be required by section 6.3(c)).

(c) Multiple Use Restriction:

(1) The provisions of this section 6.3(c) shall apply if:

(A) one or more Highly Compensated Employees are subject to both the Actual Deferral Percentage test described in section 6.3(a) and the Actual Contribution Percentage test described in section 6.3(b);

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(B) the sum of the Actual Deferral Percentage and the Actual Contribution Percentage of those Highly Compensated Employees subject to either or both tests exceeds the Aggregate Limit defined in section 6.3(c)(3);

(C) the Actual Deferral Percentage for the group of Highly Compensated Employees eligible to make savings contributions for a Plan Year exceeds the limitation set forth in section 6.3(a)(1); and

(D) the Actual Contribution Percentage for the group of Highly Compensated Employees eligible to receive matching contributions for a Plan Year exceeds the limitation set forth in section 6.3(b)(1).

(2) The Actual Deferral Percentage and the Actual Contribution Percentage for the Highly Compensated Employees described in section 6.3(c)(1) shall be determined after any corrections required by sections 6.1 and 6.2 to meet the requirements of section 6.3(a) and section 6.3(b).

(3) “Aggregate Limit” shall mean the greater of:

(A) the sum of:

(i) 125 percent of the greater of the Actual Deferral Percentage of the non-Highly Compensated Employees for the Plan Year or the Actual Contribution Percentage of non-Highly Compensated Employees for such Plan Year, and

(ii) the lesser of 200 percent of, or two percentage points plus, the lesser of such Actual Deferral Percentage and such Actual Contribution Percentage; or

(B) the sum of:

(i) 125 percent of the lesser of the Actual Deferral Percentage of the non-Highly Compensated Employees for the Plan Year or the Actual Contribution Percentage of non-Highly Compensated Employees for such Plan Year, and

(ii) the lesser of 200 percent of, or two percentage points plus, the greater of such Actual Deferral Percentage and such Actual Contribution Percentage.

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(4) If each of the provisions of section 6.3(c)(1) are met, then the Actual Contribution Percentage of those Highly Compensated Employees eligible to receive matching contributions for a Plan Year will be reduced (beginning with such Highly Compensated Employee whose Actual Contribution Ratio is the highest) so that the Aggregate Limit is not exceeded. The amount by which each Highly Compensated Employee’s Actual Contribution Ratio is reduced shall be treated as excess amounts subject to section 6.2(c).

(d) For purposes of this section 6.3, if two or more plans of an Employer to which elective salary reduction contributions, voluntary contributions, or matching contributions are made are elected by the Employer to be treated as one Plan for purposes of Section 410(b)(6) of the Code, such plans shall be treated as a single plan for purposes of determining the Actual Deferral Percentage and the Actual Contribution Percentage. For purposes of determining the Actual Deferral Percentages and the Actual Contribution Percentages for the group of Highly Compensated Employees and the group of all other eligible Employees, all Employees of the respective group who are directly or indirectly eligible to receive allocations of savings contributions and/or matching contributions under the Plan for any portion of the Plan Year, and all Employees of the respective group who elect not to enter into salary reduction agreements pursuant to section 6.1 or whose eligibility to enter into salary reduction agreements has been suspended or otherwise limited because of an election not to participate, a withdrawal, a loan, or a restriction on Annual Additions as set forth in section 7.9, shall be included. For purposes of determining the Actual Deferral Ratio and the Actual Contribution Ratio for a Highly Compensated Employee, all cash or deferred arrangements in which the Employee is eligible to receive allocations of elective contributions and/or matching contributions shall be taken into account, unless otherwise required by Treasury Regulation Sections 1.401(k)-1(g)(1)(ii)(B) and 1.401(m)-1(f)(1)(ii)(B).

6.4 Minimum Top Heavy Contribution. For each Plan Year in which this Plan is a Top Heavy Plan, an eligible Participant who is a Non-Key Employee, who is employed by an Employer on the last day of such Plan Year, and who is not a participant in the ESOP shall be entitled to receive a minimum contribution from his Employer for such Plan Year equal to three percent (3%) of his Section 415 Compensation (or, if less, the highest aggregate percentage of such Section 415 Compensation allocated to a Key Employee’s Savings Contributions Account and Matching Contributions Account hereunder, as well as his Employer contribution accounts under the ESOP and any other defined contribution plan maintained by such Employer or an Affiliate), regardless of whether such Plan Year constitutes a Year of Service for such Participant.

6.5 Forfeitures. Except as otherwise specifically provided in section 9.7 or otherwise in this Plan, any amount forfeited pursuant to the provisions of this Plan shall be used as soon as possible to reduce the matching contributions of an Employer under section 6.2. In the event that forfeitures subject to this section 6.5 exceed the amount that may be used to reduce matching contributions for the Plan Year, any additional forfeitures shall be used to increase matching contributions as provided in section 7.5(b).

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6.6 Participant Contributions Generally Not Permitted; Special Rollover Contributions. The Plan Administrator shall not accept any voluntary after-tax Participant contributions or any rollover contributions (within the meaning of Section 402 of the Code). Notwithstanding the foregoing, to the extent permitted by the ESOP, funds may be transferred to this Plan from the ESOP on behalf of a Participant in connection with a diversification election under the terms of the ESOP.

6.7 Form and Timing of Contributions. Payments on account of the savings contributions due from an Employer for any Plan Year shall be made in cash to the Primary Trustee. Payments on account of the matching contributions due from an Employer for any Plan Year (as well as any Employer contributions required pursuant to section 6.4) shall be made in cash to the Primary Trustee or in shares of common stock of the Company to the Publix Stock Fund Trustee. Such payments may be made by a contributing Employer at any time, but payment of the matching contributions for any Plan Year (as well as any Employer contributions required pursuant to section 6.4) shall be completed on or before the time prescribed by law, including extensions thereof, for filing such Employer’s federal income tax return for its taxable year with which or within which such Plan Year ends. Payment of any elective contribution shall be made as of the earliest date on which such contribution can reasonably be segregated from the Employer’s general assets; provided, however, that such payment shall be made no later than the fifteenth business day of the month following the month in which the contribution is withheld from a Participant’s pay.

6.8 No Duty to Inquire. The Trustees shall have no right or duty to inquire into the amount of any contribution made by an Employer or the method used in determining the amount of any such contribution, or to collect the same, but the Trustees shall be accountable only for funds actually received by the Trustees.

ARTICLE VII

Participants’ Accounts and Allocation of Contributions

7.1 Trust Fund. The assets of the Trusts shall constitute a fund or funds in which the Participants shall have undivided interests in accordance with the provisions described below.

7.2 Establishment of Accounts. The Plan Administrator shall establish and maintain with respect to each Participant two Accounts, designated as a Savings Contributions Account and a Matching Contributions Account. The Plan Administrator may also establish and maintain with respect to the portion of each Participant’s Accounts invested in the Publix Stock Fund, an Employer Securities Account and an Other Investments Account to reflect further the Participant’s interest in the Publix Stock Fund. The Plan Administrator may establish such additional Accounts as are necessary to reflect a Participant’s interest in the Trust Funds, including without limitation a Rollover Contribution Account in connection with any transfer from the ESOP as provided in section 6.6.

7.3 Interest of Participant. The interest of a Participant in the Trust Funds shall be the balance remaining from time to time in his Accounts after making the adjustments required in sections 7.4, 7.5, 7.6, and 7.7.

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7.4 Allocation of Earnings. As of each applicable Valuation Date, each of a Participant’s Accounts shall be credited or charged, as the case may be, with a share of the Earnings of the Trust Funds for the Valuation Period ending with such current Valuation Date in accordance with the interest of each Participant, if any, in each Directed Investment Fund and the Publix Stock Fund. If the fund in question has a daily unit value, then Earnings shall be determined on that basis. Otherwise, Earnings shall be determined by the Plan Administrator on a weighted average basis, so that each Participant with a balance in such fund shall receive a pro rata share of the Earnings of such fund, taking into account the period of time that each dollar invested in such fund has been so invested.

7.5 Allocation of Contributions. Subject to the provisions of section 7.9, each Participant’s Accounts shall be credited with contributions made as follows:

(a) The Savings Contributions Account of a Participant shall be credited with any savings contributions made by his Employer on his behalf pursuant to section 6.1.

(b) The Matching Contributions Account of a Participant shall be credited with any matching contributions made by his Employer on his behalf pursuant to section 6.2. In addition, the Matching Contributions Account of a Participant shall be credited with any additional matching contributions made, pursuant to section 6.2(c) or section 6.5, with forfeitures in excess of amounts necessary to fund any matching contributions made pursuant to section 6.2. Any additional matching contributions shall be credited to each eligible Participant for whom a savings contribution is made during the Plan Year, and shall equal a uniform percentage of the amount of the savings contribution made to the Plan by the Participant for the Plan Year; provided, however, that no additional matching contribution shall be made for a Participant with respect to any Plan Year for the portion of his savings contribution that is in excess of six percent (6%) of the Participant’s Compensation for such Plan Year; and provided, further, that no additional matching contribution shall be required for the portion of a Participant’s savings contribution subject to the refund requirements of sections 6.1(b) and 6.1(f). A Participant will not be entitled to share in the matching contributions or additional matching contributions unless he meets the requirements of section 6.2(b).

(c) For each Plan Year in which this Plan is a Top Heavy Plan, a Participant who is not a participant in the ESOP and who meets the additional eligibility requirements set forth in section 6.4 for such Plan Year shall be entitled to his share of the contribution provided pursuant to section 6.4. Any such contribution for a Plan Year shall be credited to the Matching Contributions Account of the Participant.

(d) The Rollover Contributions Account of a Participant shall be credited with any amounts transferred from the ESOP on behalf of the Participant.

7.6 Distributions. Each Participant’s Accounts shall be charged with the amount of any distribution made to, or withdrawal made by, the Participant or his beneficiary from his Accounts.

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7.7 Other Adjustments.

(a) The Participants’ Employer Securities Accounts and Other Investments Accounts shall be further credited and charged with the proceeds of any short-term interim investments that may be made during periods prior to purchase dates for the acquisition of common stock of the Company by the Publix Stock Fund Trustee.

(b) The Participants’ Employer Securities Accounts and Other Investments Accounts shall be further adjusted to reflect purchases of the common stock of the Company with assets other than the common stock of the Company, and purchases of assets other than the common stock of the Company in connection with the sale of the common stock of the Company.

7.8 Accrual Method. For purposes of all computations required by this Article VII, the Trust Funds and the assets therein shall be valued at their fair market value as of each applicable Valuation Date. The Plan Administrator may adopt such additional accounting procedures as are necessary to accurately reflect each Participant’s interest in the Trust Funds. All such procedures shall be applied in a consistent nondiscriminatory manner.

7.9 Limitation on Allocation of Contributions.

(a) Notwithstanding anything contained in this Plan to the contrary, the aggregate Annual Additions to a Participant’s Accounts under this Plan and under any other defined contribution plans maintained by an Employer or an Affiliate for any Limitation Year beginning after December 31, 1994 shall not exceed the lesser of $30,000 (adjusted under such regulations as may be issued from time to time by the Secretary of the Treasury) or twenty-five percent (25%) of the Participant’s Section 415 Compensation for such Limitation Year.

(b) In the event that the Annual Additions, under the normal administration of the Plan, would otherwise exceed the limits set forth above for any Participant, or in the event that any Participant participates in both a defined benefit plan and a defined contribution plan maintained by any Employer or any Affiliate and the aggregate annual additions to and projected benefits under all of such plans, under the normal administration of such plans, would otherwise exceed the limits provided by law, then the Plan Administrator shall take such actions, applied in a uniform and nondiscriminatory manner, as will keep the annual additions and projected benefits for such Participant from exceeding the applicable limits provided by law. Excess Annual Additions shall be disposed of as provided in section 7.9(c). Adjustments shall be made to this Plan, if necessary to comply with such limits, before any adjustments shall be required to any other Plan.

(c) If as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s Section 415 Compensation, a reasonable error in determining the amount of elective deferrals that may be made, or other circumstances permitted under Section 415 of the Code, the Annual Additions attributable to Employer contributions for a particular Participant (including savings and matching contributions) would cause the limitations set

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forth in this section 7.9 to be exceeded, the excess amount shall be deemed first to consist of the Participant’s savings contributions in excess of any amount subject to a matching contribution for the Plan Year, which excess shall be returned to the Participant. The remaining excess shall be deemed to consist of savings contributions and corresponding matching contributions, in which case the excess savings contributions shall be returned to such Participant and the corresponding matching contributions shall be held and allocated in the manner described below. Any excess amount attributable to matching contributions shall be held unallocated in a suspense account for the Limitation Year, used to reduce matching contributions on behalf of such Participant for the next Limitation Year, and allocated to such Participant in lieu of such reduced contribution as of the end of the next Limitation Year under the terms of section 7.5. Any such allocations shall be treated as Annual Additions to the Matching Contributions Account of the Participant in the Limitation Year that they are allocated in lieu of such reduced contributions. In the event that the Participant terminates his participation in this Plan before all of the amounts in a suspense account are allocated to his Matching Contributions Account, then such excess amounts shall be retained in such suspense account, to be reallocated to other Participants as of the end of the next Limitation Year and any succeeding Limitation Years until all amounts in the suspense account are exhausted.

(d) The former provisions of this section 7.9(d) are deleted and no longer effective for Limitation Years beginning after December 31, 1999.

ARTICLE VIII

Benefits Under the Plan

8.1 Retirement Benefit.

(a) A Participant shall be entitled to retire from the employ of his Employer upon such Participant’s Normal Retirement Date. Except as provided in section 9.1(b)(2), until a Participant actually retires from the employ of his Employer, no retirement benefits shall be payable to him, and he shall continue to be treated in all respects as a Participant.

(b) Upon the retirement of a Participant as provided in section 8.1(a), such Participant shall be entitled to a retirement benefit in an amount equal to one hundred percent (100%) of the aggregate balances in his Accounts as of the date of distribution.

8.2 Disability Benefit.

(a) In the event a Participant’s employment with his Employer is terminated by reason of his total and permanent disability, such Participant shall be entitled to a disability benefit in an amount equal to one hundred percent (100%) of the aggregate balances in his Accounts as of the date of distribution.

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(b) Total and permanent disability shall mean the total incapacity of a Participant to perform the usual duties of his employment with his Employer and will be deemed to have occurred only when certified by a Doctor of Medicine who is licensed to practice medicine in the State in which the Participant was employed by his Employer and who is acceptable to the Plan Administrator, and only if such proof is received by the Administrator within one hundred eighty (180) days after the date of the termination of such Participant’s employment.

8.3 Severance of Employment Benefit.

(a) In the event a Participant’s employment with his Employer is terminated for reasons other than retirement, total and permanent disability or death, such Participant shall be entitled to a severance of employment benefit in an amount equal to his Vested Interests in the aggregate balances in his Accounts as of the date of distribution.

(b)    (1) The Vested Interest of a Participant in his Matching Contributions Account shall be a percentage of the balance of such Matching Contributions Account as of the applicable date, based upon such Participant’s Years of Service as of the date of the termination of his employment, as follows:

TOTAL NUMBER OF YEARS OF SERVICE	VESTED INTEREST
Less than 5 Years of Service	0	%
5 years or more	100	%

(2) Notwithstanding the provisions of section 8.3(b)(1), for any Plan Year in which this Plan is a Top Heavy Plan, a Participant’s Vested Interest in his Matching Contributions Account shall be a percentage of the balance of such Matching Contributions Account as of the applicable date, based upon such Participant’s Years of Service as of the date of the termination of his employment, as follows:

TOTAL NUMBER OF YEARS OF SERVICE	VESTED INTEREST
Less than 2 Years of Service	0	%
2 years, but less than 3 years	20	%
3 years, but less than 4 years	40	%
4 years, but less than 5 years	60	%
5 years, but less than 6 years	80	%
6 years or more	100	%

(3) If at any time this Plan ceases to be a Top Heavy Plan after being a Top Heavy Plan for one or more Plan Years, the change from being a Top Heavy Plan shall be treated as if it were an amendment to the Plan’s vesting schedule for purposes of sections 14.1(c) and (e).

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(4) Notwithstanding the foregoing, a Participant’s Vested Interest in his Matching Contributions Account shall be one hundred percent (100%) upon the Participant attaining his Normal Retirement Date. A Participant’s Vested Interest in his Savings Contributions Account shall be one hundred percent (100%) regardless of the number of his Years of Service.

(c) If the termination of employment results in five consecutive One Year Breaks in Service, or if a Participant incurs five consecutive One Year Breaks in Service while continuing his employment with an Employer or an Affiliate, then upon the occurrence of such five consecutive One Year Breaks in Service, the nonvested interest of the Participant in his Matching Contributions Account shall be deemed to be forfeited and such forfeited amount shall be reallocated, pursuant to the provisions of sections 6.5 and 7.5(b), at the end of the Plan Year during which the fifth such consecutive One Year Break in Service occurs. If the Participant is later reemployed by an Employer or an Affiliate, or if the Participant continues his employment with an Employer or an Affiliate, as the case may be, the unforfeited balance, if any, in his Matching Contributions Account that has not been distributed to such Participant shall be set aside in a separate account, and such Participant’s Years of Service after any five consecutive One Year Breaks in Service shall not be taken into account for the purpose of determining the Vested Interest of such Participant in the balance of his Matching Contributions Account that accrued before such five consecutive One Year Breaks in Service.

(d)    (1) Notwithstanding any other provision of this section 8.3, if at any time a Participant is less than one hundred percent (100%) vested in his Matching Contributions Account and, as a result of his severance of employment, he receives his entire vested severance of employment benefit pursuant to the provisions of Article IX, then upon the occurrence of such distribution, the nonvested interest of the Participant in his Matching Contributions Account shall be deemed to be forfeited and such forfeited amount shall be reallocated, pursuant to the provisions of sections 6.5 and 7.5(b), at the end of the Plan Year immediately following or concurring with the date such distribution occurs.

(2) If a Participant whose interest is forfeited under this section 8.3(d) is reemployed by an Employer or an Affiliate prior to the occurrence of five consecutive One Year Breaks in Service commencing after his distribution, then such Participant shall have the right to repay to the Trust, before the date that is the earlier of (A) five years after the Participant’s resumption of employment or (B) the close of a period of five consecutive One Year Breaks in Service, the full amount of the severance of employment benefit previously distributed to him, if any. If the Participant elects to repay such amount to the Trust within the time periods prescribed herein, the nonvested interest of the Participant previously forfeited pursuant to the provisions of this section 8.3(d) shall be restored to the Matching Contributions Account of the Participant, such restoration to be made from forfeitures of nonvested interests and, if necessary, by contributions of his Employer, so that the aggregate of the amounts repaid by the Participant and restored by the Employer shall not be less than the Account balances of the Participant at the time of forfeiture unadjusted by any subsequent gains or losses.

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(e) Notwithstanding any other provision of this section 8.3, if a Participant is reemployed by an Employer or an Affiliate and, as a result, no five consecutive One Year Breaks in Service occur, the Participant shall not be entitled to any severance of employment benefit as a result of such termination of employment; provided, however, that nothing contained herein shall require or permit the Participant to return or otherwise have restored to his Matching Contributions Account any funds distributed to him prior to his reemployment and the determination that no five consecutive One Year Breaks in Service would occur.

8.4 Death Benefit.

(a) In the event of the death of a Participant, his beneficiary shall be entitled to a death benefit in an amount equal to one hundred percent (100%) of the aggregate balance in his Accounts as of the date of distribution.

(b) Subject to the provisions of section 8.4(c), at any time and from time to time, each Participant shall have the unrestricted right to designate a beneficiary to receive his death benefit and to revoke any such designation. Each designation or revocation shall be evidenced by written instrument signed by the Participant and filed with the Plan Administrator. If the Participant designates two or more beneficiaries, but fails to specify the portion that each beneficiary is to receive, they shall share equally. In the event that a Participant has designated two or more beneficiaries, and one or more (but less than all) of such beneficiaries predecease the Participant, then, absent a specific designation by the Participant to the contrary, the surviving designated beneficiary or beneficiaries shall split the deceased beneficiary’s or beneficiaries’ share on a pro-rata basis (based upon the percentages designated by the Participant). In the event that a Participant has not designated a beneficiary or beneficiaries, or if for any reason such designation shall be legally ineffective, or if such beneficiary or all such beneficiaries shall predecease the Participant, then the Participant’s surviving Eligible Spouse, and if none, then the estate of such Participant shall be deemed to be the beneficiary designated to receive such death benefit, or if no personal representative is appointed for the estate of such Participant and no court order authorizes a distribution pursuant to applicable state law, then his next of kin under the statute of descent and distribution of the state in which the Participant was domiciled at the time of his death shall be deemed to be the beneficiary or beneficiaries to receive such death benefit.

(c) Notwithstanding the foregoing, if the Participant is married for not less than one year as of the date of his death, the Participant’s surviving Eligible Spouse shall be deemed to be his designated beneficiary and shall receive the full amount of the death benefit attributable to the Participant unless the Eligible Spouse consents or has consented to the Participant’s designation of another beneficiary. Any such consent to the designation of another beneficiary must acknowledge the effect of the consent, must be witnessed by a Plan representative or by a notary public and shall be effective only with respect to that Eligible Spouse. An Eligible Spouse’s consent shall be a restricted consent (which may not be changed as to the beneficiary unless the Eligible Spouse consents to such change in the manner described herein). Notwithstanding the preceding provisions of this section

8.4(c), a Participant shall not be required to obtain spousal consent to his designation of another beneficiary if the Participant is legally separated or the Participant has been abandoned, and the Participant provides the Plan Administrator with a court order to such effect.

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ARTICLE IX

Form and Payment of Benefits, Withdrawals

9.1 Time for Distribution of Benefits.

(a) Except as otherwise provided under this Article IX:

(1) the amount of the benefit to which a Participant is entitled under sections 8.1, 8.2, or 8.3 shall be paid to him beginning as soon as practicable following the Participant’s retirement, total and permanent disability, or severance of employment, as the case may be; and

(2) the amount of the benefit to which a Participant is entitled under section 8.4 shall be paid to the Participant’s beneficiary or beneficiaries, beginning as soon as practicable following the Participant’s death; provided, however, that with respect to a death benefit of more than $5,000 for a beneficiary, such benefit shall be paid in a lump sum:

(A) in the case that the designated beneficiary is the Participant’s surviving spouse, at the time the Participant would have reached age 70 ¹/2; and

(B) in any other case, approximately, but no more than, five years from the date of the Participant’s death.

Notwithstanding the foregoing, a beneficiary whose benefits is subject to subsection 9.1(a)(2)(A) or (B) may make an irrevocable election to receive the benefit payable to him at any time before the date of distribution described above.

(b) Unless the Participant otherwise elects, any distribution paid to a Participant pursuant to section 9.1(a) shall commence not later than the earlier of:

(1) the 60^th day after the last day of the Plan Year in which the Participant’s employment is terminated or, if later, in which occurs the Participant’s Normal Retirement Date; or

(2) April 1 of the year immediately following the calendar year in which the Participant reaches age 70 ¹/2 or retires, whichever is later; provided, however, that a Participant who is a 5% owner (as defined in Section 416 of the Code) shall begin receiving payment of his retirement benefit no later than April 1 after the end of the calendar year in which he attains age 70 ¹/2 even if he has not actually retired from the employ of his Employer at the time; and provided further, that a Participant who attains age 70 ¹/2 prior to January 1, 1999 shall receive his benefits in accordance with the minimum distribution requirements under Section 401(a)(9) of the Code as in effect immediately prior to January 1, 1997, unless he elects in writing to cease receiving such benefits and instead elects to defer commencement of such benefits until his actual retirement.

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(c) Notwithstanding the foregoing, no distribution shall be made of the benefit to which a Participant is entitled under sections 8.1, 8.2, or 8.3 prior to the Participant’s 62nd birthday unless the value of his benefit does not exceed $5,000 (or, for Plan Years beginning before January 1, 1998, $3,500), or unless the Participant consents to the distribution. The Plan Administrator shall provide each Participant entitled to a distribution of more than $5,000 (or, for Plan Years beginning before January 1, 1998, $3,500) with a written notice of his rights, which shall include an explanation of the alternative dates for distribution of benefits and the optional forms of benefit available to the Participant. The Participant may elect to exercise such rights, no less than 30 days and no more than 90 days before the first date upon which distribution of the Participant’s vested account balances may be made; provided, however, that such distribution may commence less than 30 days after the provision of the notice if the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and if the Participant, after receiving the notice, affirmatively elects a distribution. In the event that a Participant does not consent to a distribution of a benefit in excess of $5,000 (or, for Plan Years beginning before January 1, 1998, $3,500) to which he is entitled under sections 8.1, 8.2, or 8.3, the amount of his benefit shall commence to be paid to the Participant not later than sixty (60) days after the last day of the Plan Year in which the Participant reaches his 62nd birthday.

(d) Notwithstanding the foregoing, benefit payments shall satisfy the incidental death benefit requirements and all other applicable provisions of Section 401(a)(9) of the Code, the regulations issued thereunder (including Proposed Regulation Section 1.401(a)(9)-2), and such other rules thereunder as may be prescribed by the Commissioner.

(e) Notwithstanding the other provisions of this Plan, in the event that an alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code, should die before receiving the entire balance under the Accounts established for such alternate payee, then the balance in his Accounts as of the date of distribution shall be distributed to the beneficiary or beneficiaries of the alternate payee (as determined in accordance with the procedures set forth in section 8.4) as soon as practicable following the death of the alternate payee, unless and to the extent that the Qualified Domestic Relations Order provides otherwise.

9.2 Form of Payment.

(a) The amount of any benefit to which a Participant is entitled under Article VIII hereof shall be paid to him in cash in the form of a lump sum; provided, however, that at the request of the Participant or, in case such Participant has died, at the request of his beneficiary or beneficiaries, the portion of any distributable benefit attributable to the Participant’s Employer Securities Accounts shall be distributable, to the extent possible, in shares of common stock of the Company, except that no fractional share shall be issued and the value of any fractional share to which a Participant would otherwise be entitled shall be paid in cash. For distributions of benefits of $5,000 or less, the Administrator shall have no obligation to contact the Participant or his beneficiary or beneficiaries with respect to any such election regarding in-kind distributions of the Participant’s Employer Securities Account. For all purposes of this Article IX, it is understood that a “lump sum” may include two or more payments in order to permit the Plan Administrator to obtain the cash needed to

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make a distribution in cash with respect to whole or fractional shares held in a Participant’s Employer Securities Accounts by selling the shares on the next permitted sales date as determined from time to time by the Plan Administrator in accordance with the provisions of section 10.4.

(b) If a Participant or his beneficiary elects to receive some or all of the Participant’s distributable benefit attributable to the Participant’s Employer Securities Accounts in shares of common stock of the Company, then all shares acquired as a result thereof, including without limitation all such shares acquired by transfer under this section 9.2 or otherwise from any person so receiving such shares, shall be subject to the following restrictions (with each stockholder with respect to such shares being referred to as an “Owner”), and any election to receive common stock of the Company under this Plan shall be conditioned on the recipient agreeing to be bound by the provisions of this section 9.2:

(1) except as provided by section 9.2(d), no sale, transfer, or other disposition of such shares for consideration shall be made by an Owner to any person other than to the Company pursuant to section 9.2(c), and all other such attempted or actual sales, transfers or dispositions shall be void and without effect;

(2) an Owner may transfer such shares by gift (as long as the gift is consistent with the Owner’s acquisition of the shares solely for investment and not with any intent to resell or distribute the shares), testamentary disposition, or intestate succession to any person, which person shall thereupon become an Owner, with the transferred shares being subject to all the restrictions imposed on the transfer or other disposition of shares by this section 9.2 and any election documents; however, an Owner may not transfer shares to the Owner and another person (other than the Owner’s spouse) as joint owners;

(3) all certificates representing such shares shall contain a restrictive legend indicating that their transfer is restricted by the terms of this Plan and (if correct at the time of issuance or transfer) that the shares are not registered under federal or state securities laws.

(c) Subject to the right of the Board of Directors in its sole discretion to discontinue or modify its repurchase program or any part of it with respect to any person or all persons for any reason or for no reason at any time or from time to time, the Company agrees to repurchase any and all shares held by an Owner, upon demand, that were acquired pursuant to this Plan. Subject to change or modification at any time and from time to time by the Board of Directors, if the Owner’s demand occurs during an “Offering Period” (as such term is defined in the Company’s Employee Stock Purchase Plan (the “ESPP”), the repurchase price shall be the purchase price for the shares under the ESPP for such Offering Period; and if the Owner’s demand occurs at a time that is not during an Offering Period, the repurchase price shall be the purchase price for the shares in effect during the immediately preceding Offering Period.

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(d) The Company will notify the Owner, no later than thirty (30) days after the Company receives a demand of the Owner under section 9.2(c) for the repurchase by the Company, if the Board of Directors has discontinued or modified the repurchase program and as a result thereof the Company declines to repurchase the shares in accordance with the provisions of section

9.2(c). Upon receipt of such notice, the Owner shall be free to resell the shares to a third person as long as such resale takes place within ninety (90) days after receipt of such notice from the Company; provided, however, that the transferee of the Owner shall thereupon become an Owner for purposes of the Plan and the acquired shares shall continue to be subject to all the restrictions imposed on the transfer or other disposition of shares by this section 9.2 and any election documents; and provided further, that before any resale under this section 9.2(d) shall be effected, such transferee may be required by the Company to execute an agreement consenting to the continuation of such restrictions. If the resale does not take place prior to the end of such ninety (90) day period, all the provisions of this section 9.2 shall reattach to the shares of the Owner and the Owner may no longer resell the shares without again complying with the provisions of this section 9.2.

9.3 Periodic Adjustments. To the extent the balances of a Participant’s Accounts have not been distributed and remain in the Plan, and notwithstanding anything contained in the Plan to the contrary, the value of such remaining balances shall be subject to adjustment from time to time pursuant to the provisions of Article VII.

9.4 Withdrawals After Age 59 ¹/2.

(a) Upon reaching age 59 ¹/ 2, a Participant who is actively employed by an Employer may apply to the Administrator for the withdrawal of all or a portion of his Savings Contributions Account and his vested Matching Contributions Account. The Administrator shall not permit more than one withdrawal in any Plan Year. The minimum amount that may be withdrawn by a Participant shall be $1,000 or the entire balance of the Participant’s Accounts available for withdrawal if less than $1,000. All amounts withdrawn shall be paid to the Participant in cash; provided, however, that at the request of the Participant, the portion of any requested withdrawal attributable to and to be paid from the Participant’s Employer Securities Accounts shall be distributable, to the extent possible, in shares of common stock of the Company, except that no fractional share shall be issued and the value of any fractional share to which a Participant would otherwise be entitled shall be paid in cash.

(b) The Administrator shall direct the Trustee to distribute to a Participant who has applied for such a withdrawal the amount requested, which amount shall be withdrawn first from the Participant’s Accounts excluding the portion held in Employer Securities Accounts and then from the Participant’s Employer Securities Accounts.

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(c) Notwithstanding the preceding provisions of this section 9.4, any Participant who is an officer, director or 10% shareholder of the Company, and any other Participant who is required to file reports under Section 16(b) of the Securities Exchange Act of 1934, shall be prohibited from withdrawing any portion of his Accounts held in Employer Securities Accounts.

(d) The Administrator shall establish additional uniform and nondiscriminatory rules and procedures regarding the distribution of benefits pursuant to this section.

9.5 Direct Rollover Distributions. Notwithstanding any provision of the Plan to the contrary, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have all or any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. In the event that a Distributee elects to have only a portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan, the portion must not be less than $500 (adjusted under such regulations as may be issued from time to time by the Secretary of the Treasury).

9.6 Distribution for Minors. Notwithstanding the foregoing, no distribution shall be made of the benefit to which a Participant or beneficiary is entitled if the Plan Administrator has actual knowledge that such Participant or beneficiary is legally incompetent, by age or otherwise, to receive such benefit, until either:

(a) a legal guardian has been appointed to receive and account for such benefit to and on behalf of the Participant or beneficiary, or

(b) another person is legally entitled to receive such benefit on behalf of the Participant or beneficiary and payment to such person will discharge the Plan’s obligation to the Participant or beneficiary.

Notwithstanding the foregoing, if the law of the applicable state permits distribution to a natural guardian of the child, then the Plan Administrator is authorized to make the distribution to a natural guardian where applicable (e.g., Florida Statute 744.301). A payment made on behalf of a minor beneficiary pursuant to the provisions of this section 9.6 shall fully discharge the Trustee, the Employer, and the Plan from further liability on account thereof.

9.7 Location of Participant or Beneficiary Unknown. In the event that all, or any portion, of the distribution payable to a Participant or his beneficiary hereunder shall, at the expiration of two (2) years after it shall become payable, remain unpaid solely by reason of the inability of the Administrator to ascertain the whereabouts of such Participant or his beneficiary despite the reasonable effort of the Administrator to locate such Participant or his beneficiary, the amount so distributable shall be treated as a forfeiture pursuant to the Plan. In the event a Participant or his beneficiary is located subsequent to the reallocation of the forfeiture, the amount forfeited (without earnings or other adjustment) shall be immediately restored to the Accounts of the Participant, such restoration to be made from forfeitures and, if necessary, by contributions of his Employer. Restoration under this Section 9.7 shall constitute the first use of forfeitures in a year, and the forfeitures available for allocation under Section 6.5 shall be reduced accordingly.

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ARTICLE X

Designated Investments

10.1 Selection of Investment Funds. The Plan Administrator shall select three or more mutual or collective funds to be available to Participants for the investment of their Accounts. The available funds shall initially include at least one fund meeting the description below for Fund A, at least one fund meeting the description below for Fund B, and at least one fund meeting the description below for Fund C or Fund D. The Plan Administrator shall have the power to add or modify categories from time to time; provided however, that any modified categories of funds shall have at least as much diversity as the categories of funds set forth below:

(a) Fund A - a money market or stable asset fund, which fund shall consist primarily of investment contracts issued by insurance companies, banks, and other financial institutions, commercial paper, U.S. Government or federal agency obligations, short-term corporate obligations, bank certificates of deposit and/or other types of short maturity investments;

(b) Fund B - a bond fund, which fund shall consist primarily of United States treasury and agency bonds, notes and bills, corporate debt securities, mortgage and other asset-based securities, money market instruments, and/or types of comparable investments;

(c) Fund C - a balanced income and growth fund, which fund shall consist primarily of governmental and corporate bonds, common and preferred stocks, and other investments; and

(d) Fund D - an equity fund, which fund shall consist primarily of common stock and other equity investments.

In addition, the Plan Administrator shall offer to Participants a Publix Stock Fund, which fund shall consist primarily of common stock of the Company.

10.2 Designation Procedure. From time to time, a Participant may separately elect (including by voice response, Internet, or other electronic means) to have future contributions and existing Account balances invested in the available investment funds in the percentages designated by the Participant. The elections shall be made in accordance with such uniform and nondiscriminatory rules as may be adopted from time to time by the Plan Administrator. Any such election shall be effective within a reasonable time after the receipt by the Trustee of directions from the Administrator or the Participant.

10.3 Failure to Designate. If a Participant does not specifically designate the investments for his Accounts, the Accounts shall be invested in such fund as may be selected by the Plan Administrator.

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10.4 Procedures and Restrictions. Except as otherwise provided herein, the Plan Administrator shall establish uniform procedures regarding Participant investment directions, which procedures shall be communicated to all Participants. The Plan Administrator, at its sole discretion, may prohibit, or otherwise restrict, the optional investment of Account balances in the Publix Stock Fund by any officer, director or 10% shareholder of the Company, or any other Participant who is required to file reports under Section 16(b) of the Securities Exchange Act of 1934, in order to prevent a violation of federal law or an undue administrative burden upon the Plan Administrator.

10.5 Other Accounts. Notwithstanding the other provisions of this Article X, a Participant’s Matching Contributions Account shall initially (after contribution or upon restoration of forfeitures) be invested in the Publix Stock Fund. Thereafter, a Participant may designate the percentage of his Matching Contribution Account to be allocated to any fund under the same terms as savings contributions under section 10.2. A Participant may designate in accordance with section 10.2 the investment of assets that are then temporarily being held in his Other Investments Account at any time prior to the date of the purchase of common stock of the Company with such funds, in which event such funds will no longer be part of the Publix Stock Fund.

10.6 Other Fiduciary Obligations. In addition to the other fiduciary responsibilities assigned to the Plan Administrator pursuant to this Article X, and not in limitation thereof, the Administrator shall be responsible for determining the investment objectives and philosophy of the Plan, the selection and appointment of investment managers (who shall be qualified investment managers withing the meaning of ERISA), and carrying out (or appointing agents, including third party administrators, to carry out) the investment directions given by Participants under this Article X.

ARTICLE XI

Loans to Participants

11.1 Availability of Loans.

(a) The Plan Administrator, in accordance with its uniform nondiscriminatory policy, may direct the Trustee, upon application of a Participant who is actively employed by an Employer, to make a loan to such Participant out of his Accounts, excluding any portion of the Accounts held in his Employer Securities Account within the Publix Stock Fund. Any such loan to a Participant shall be considered a designated investment under Article X and without limitation shall be subject to the provisions of Article X.

(b) Until otherwise directed by the Administrator, the Director of Benefits Administration shall be authorized to coordinate the loan program set forth herein.

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(c) The amount advanced, when added to the outstanding balance of all other loans to the Participant from any qualified retirement plan adopted by the Participant’s Employer or an Affiliate, may not exceed the lesser of:

(1) $50,000, reduced by the excess, if any, of:

(A) the Participant’s highest aggregate outstanding balance of all loans from the Plan (or any other qualified retirement plan adopted by the Participant’s Employer or an Affiliate) during the one (1) year period ending on the day before the date on which the loan is made, over

(B) the aggregate outstanding balance of all loans from any qualified retirement plan adopted by the Participant’s Employer or an Affiliate on the date on which the loan is made; or

(2) 50% of the vested balance of the Participant’s Savings Contribution and Matching Contributions Accounts; or

(3) 100% of the balance of the Participant’s Savings Contributions and Matching Contributions Accounts, excluding the portion, if any, held in his Employer Securities Account within the Publix Stock Fund.

(d) The minimum amount that may be borrowed by the Participant shall be $1,000, or the entire balance of the Participant’s Accounts available for loans if such entire balance was in excess of $1,000 at the time of the Participant’s request for the loan but is less than $1,000 at the time the loan is disbursed.

(e) The Participant shall not be permitted to obtain more than one loan in any Plan Year.

(f) The Participant shall not be permitted to maintain more than one loan at any time, and there shall be a thirty (30) day waiting period between the termination of a loan and the initiation of another loan.

(g) Any legal and administrative costs incurred by the Plan Administrator or the Primary Trustee as a result of a loan, or application for a loan, shall be paid by the Participant who received or applied for such loan.

11.2 Time and Manner of Repayment. Any loan made under this Article shall be repayable to the Trust at such times and in such manner as may be provided by the Administrator, subject to the following limitations:

(a) Each loan shall be secured by 50% of the Vested Interest of the Participant in his Accounts. The Administrator shall not accept any other form of security. Each Participant shall agree to have each required loan payment deducted from his pay and remitted to the Trustee.

(b) Each loan shall bear interest at a reasonable rate and shall provide for substantially level amortization of principal and interest no less frequently than quarterly. The interest rate charged shall be comparable to the rate charged by commercial lending institutions in the region in which the Employer is located for comparable loans as determined by the Primary Trustee at the time the loan is approved.

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(c) Each loan may be pre-paid at any time after the completion of a ninety (90) day period.

(d) Each loan shall be repaid within a five-year period of time.

11.3 Default. In the event of default, the Trustees, at the direction of the Administrator, may proceed to collect said loan with any legal remedy available, including reducing the amount of any distribution permitted under Article VIII by the amount of any such loan that may be due and owing as of the date of distribution or any other action that may be permitted by law. “Events of Default” shall include any failure to make a payment of principal or interest attributable to the loan when due; failure to perform or to comply with any obligations imposed by any agreement executed by the Borrower securing his loan obligation; and any other conditions or requirements set forth within a promissory note or security agreement that may be required in order to ensure that the terms of the loan are consistent with commercially reasonable practices.

ARTICLE XII

Trust Funds

12.1 Agreements and Declarations of Trust. Effective July 3, 2001, the Primary Trust Fund shall be held by State Street Bank and Trust Company, as Primary Trustee, or by a successor trustee or trustees, for use in accordance with the Plan under its Agreement and Declaration of Trust. The Employer Securities Accounts portion of the Publix Stock Fund shall be held by Tina P. Johnson, as Publix Stock Fund Trustee, or by a successor trustee or trustees, for use in accordance with the Plan under its Agreement and Declaration of Trust. The Agreements and Declarations of Trust may from time to time be amended in the manner therein provided. Similarly, the Trustees may be changed from time to time in the manner provided in the Agreements and Declarations of Trust.

12.2 Separate Funds. The Primary Trustee shall maintain the Primary Trust Fund, which shall include all assets other than those held in the Employer Securities Accounts portion of the Publix Stock Fund. The Publix Stock Fund Trustee shall maintain the trust fund consisting of the Employer Securities Accounts portion of the Publix Stock Fund.

ARTICLE XIII

Expenses of Administration of the Plan and the Trust Fund

The Company shall bear all expenses of implementing this Plan and the Trusts. For its services, any corporate trustee shall be entitled to receive reasonable compensation in accordance with its rate schedule in effect from time to time for the handling of a retirement trust. Any individual Trustee shall be entitled to such compensation as shall be arranged between the Company and the Trustee by separate instrument; provided, however, that no person who is already receiving full-time pay from any Employer or any Affiliate shall receive compensation from the Trust Funds (except for the reimbursement of expenses properly and actually incurred). The Company may pay all expenses of the administration of the Trust Funds, including the Trustee’s compensation, the

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compensation of any investment manager, the expense incurred by the Administrator in discharging its duties, all income or other taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust Funds, and any interest that may be payable on money borrowed by the Trustee for the purpose of the Trust, and any Employer may pay such expenses as relate to Participants employed by such Employer. Any such payment by the Company or an Employer shall not be deemed a contribution to this Plan. Such expenses shall be paid out of the assets of the Trust Funds unless paid or provided for by the Company or another Employer. Any and all expenses (including, without limitation, brokerage fees, closing costs, liabilities arising from the ownership or management of specific properties, and income and other taxes) incurred in connection with the investments of the Directed Investment Funds or the Publix Stock Fund, which are paid from the assets of the Trust Funds, shall be charged solely against, and paid solely from, the Fund to which such investment is attributable. Notwithstanding anything contained herein to the contrary, no excise tax or other liability imposed upon any Trustee, the Plan Administrator or any other person for failure to comply with the provisions of any federal law shall be subject to payment or reimbursement from the assets of either Trust.

ARTICLE XIV

Amendment and Termination

14.1 Restrictions on Amendment and Termination of the Plan. It is the present intention of the Company to maintain the Plan set forth herein indefinitely. Nevertheless, the Company specifically reserves to itself the right at any time and from time to time to amend or terminate this Plan in whole or in part; provided, however, that no such amendment:

(a) shall have the effect of vesting in any Employer, directly or indirectly, any interest, ownership or control in any of the present or subsequent funds held subject to the terms of the Trusts;

(b) shall cause or permit any property held subject to the terms of the Trusts to be diverted to purposes other than the exclusive benefit of the Participants and their beneficiaries or for the administrative expenses of the Plan Administrator and the Trusts;

(c) shall reduce any Vested Interest of a Participant on the later of the date the amendment is adopted or the date the amendment is effective, except as permitted by law;

(d) shall reduce the Accounts of any Participant;

(e) shall amend any vesting schedule with respect to any Participant who has at least three Years of Service at the end of the election period described below, except as permitted by law, unless each such Participant shall have the right to elect to have the vesting schedule in effect prior to such amendment apply with respect to him, such election, if any, to be made during the period beginning not later than the date the amendment is adopted and ending no earlier than sixty (60) days after the latest of the date the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by his Employer or the Plan Administrator; or

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(f) shall increase the duties or liabilities of any Trustee without its written consent.

14.2 Amendment of Plan. Subject to the limitations stated in section 14.1, the Company shall have the power to amend this Plan in any manner that it deems desirable, and, not in limitation but in amplification of the foregoing, it shall have the right to change or modify the method of allocation of contributions hereunder, to change any provision relating to the administration of this Plan, and to change any provision relating to the distribution or payment, or both, of any of the assets of the Trusts.

14.3 Termination of Plan. Any Employer, in its sole and absolute discretion, may permanently discontinue making contributions under this Plan or may terminate this Plan and the Trusts (with respect to all Employers if it is the Company, or with respect to itself alone if it is an Employer other than the Company), completely or partially, at any time without any liability whatsoever for such permanent discontinuance or complete or partial termination. In any of such events, the affected Participants, notwithstanding any other provisions of this Plan, shall have fully Vested Interests in the amounts credited to their respective Accounts at the time of such complete or partial termination of this Plan and the Trusts or permanent discontinuance of contributions. All such Vested Interests shall be non-forfeitable.

14.4 Method of Discontinuance. In the event an Employer decides to permanently discontinue making contributions, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustees. All of the assets in the Trust Funds belonging to the affected Participants on the date of discontinuance specified in such resolutions shall, aside from becoming fully vested as provided in section 14.3, be held, administered and distributed by the Trustees in the manner provided under this Plan. In the event of a permanent discontinuance of contributions without such formal documentation, full vesting of the interests of the affected Participants in the amounts credited to their respective Accounts will occur on the last day of the Plan Year in which a substantial contribution is made to the Trust.

14.5 Method of Termination.

(a) In the event an Employer decides to terminate this Plan and the Trusts, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustees. After payment of all expenses and proportional adjustments of individual accounts to reflect such expenses and other changes in the value of the Trust Funds as of the date of termination, each affected Participant (or the beneficiary or beneficiaries of any such Participant) shall be entitled to receive, provided that the requirements set forth in section 14.5(b) are met, any amount then credited to his Accounts in a lump sum.

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(b) In the event this Plan and the Trusts are terminated, completely or partially, and with respect to any one Employer or with respect to all Employers, distributions may not be made pursuant to this section 14.5 unless:

(1) the Plan has been completely terminated and no successor plan (within the meaning of Section 401(k)(10) of the Code) has been established;

(2) the Plan has been partially terminated as a result of the sale or other disposition by an Employer to an unrelated corporation of substantially all of the assets used in a trade or business, in which case distribution may be made to employees who continue employment with the acquiring corporation; or

(3) the Plan has been partially terminated as a result of the sale or other disposition by an Employer of its interest in a subsidiary, in which case distribution may be made to employees who continue employment with the subsidiary.

(c) At the election of the Participant, the Plan Administrator may transfer the amount of any Participant’s distribution under this section 14.5 to the trustee of another qualified plan or the trustee of an individual retirement account or individual retirement annuity instead of distributing such amount to the Participant. Any such election by a Participant shall be in writing and filed with the Plan Administrator.

ARTICLE XV

Miscellaneous

15.1 Merger or Consolidation. This Plan and the Trusts may not be merged or consolidated with, and the assets or liabilities of this Plan and the Trusts may not be transferred to, any other plan or trust unless each Participant would receive a benefit immediately after the merger, consolidation, or transfer, if the plan and trusts then terminated, that is equal to or greater than the benefit the Participant would have received immediately before the merger, consolidation, or transfer if this Plan and the Trusts had then terminated.

15.2 Alienation.

(a) Except as otherwise provided in this section 15.2 or in Article XI, no Participant or beneficiary of a Participant shall have any right to assign, transfer, appropriate, encumber, commute, anticipate, or otherwise alienate his interest in this Plan or the Trusts or any payments to be made thereunder; no benefits, payments, rights, or interests of a Participant or beneficiary of a Participant of any kind or nature shall be in any way subject to legal process to levy upon, garnish, or attach the same for payment of any claim against the Participant or beneficiary of a Participant; and no Participant or beneficiary of a Participant shall have any right of any kind whatsoever with respect to the Trusts, or any estate or interest therein, or with respect to any other property or right, other than the right to receive such distributions as are lawfully made out of the Trusts, as and when the same respectively are due and payable under the terms of this Plan and the Trusts.

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(b) Notwithstanding the provisions of section 15.2(a), the Plan Administrator shall direct the Trustees to make payments pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code. The Administrator shall establish procedures consistent with Section 414(p) of the Code to determine if any order received by the Administrator or any other fiduciary of the Plan is a Qualified Domestic Relations Order.

(c) Notwithstanding the provisions of section 15.2(a), the Plan Administrator shall direct the Trustees to comply with the lawful terms of a levy of the Internal Revenue Service.

(d) Effective August 5, 1997, the provisions of section 15.2(a) shall not apply to any offset of a Participant’s benefits provided under the Plan against an amount that the Participant is ordered or required to pay to the Plan if:

(1) the order or requirement to pay arises:

(A) under a judgment of conviction for a crime involving the Plan,

(B) under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA, or

(C) pursuant to a settlement agreement between the Secretary of Labor and the Participant, or a settlement agreement between the Pension Benefit Guaranty Corporation and the Participant, in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA by a fiduciary or any other person; and

(2) the judgment, order, decree, or settlement agreement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant’s benefits provided under the Plan.

15.3 Governing Law. This Plan shall be administered, construed, and enforced according to the laws of the State of Florida, except to the extent such laws have been expressly preempted by federal law.

15.4 Action by Employer. Whenever the Company or another Employer under the terms of this Plan is permitted or required to do or perform any act, it shall be done and performed by or at the direction of the Board of Directors of the Company or such other Employer (or the Executive Committee as authorized by the Board) and shall be evidenced by proper resolution of such Board of Directors (or the Executive Committee as authorized by the Board) certified by the Secretary or Assistant Secretary of the Company or such other Employer.

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15.5 Alternative Actions. In the event it becomes impossible for the Company, another Employer, the Plan Administrator, or the Trustees to perform any act required by this Plan, then the Company, such other Employer, the Administrator, or the Trustees, as the case may be, may perform such alternative act that most nearly carries out the intent and purpose of this Plan.

15.6 Gender. Throughout this Plan, and whenever appropriate, the masculine gender shall be deemed to include the feminine and neuter; the singular, the plural; and vice versa.

15.7 Veterans’ Reemployment Rights. Notwithstanding any provision of this Plan to the contrary, effective as of December 12, 1994, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

IN WITNESS WHEREOF, this Amendment and Restatement of the Plan has been executed as of the day and year first above written.

ATTEST:		PUBLIX SUPER MARKETS, INC.
By:	/s/ John A. Attaway, Jr.	By:	/s/ William E. Crenshaw
	John A. Attaway, Jr., Secretary		William E. Crenshaw, President
			“COMPANY”

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EX-4.4

Exhibit 4.4

FIRST AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS FIRST AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 19^th day of November, 2002, by Publix Super Markets, Inc. (the “Company”), but is effective as provided hereafter.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company deems it advisable and in the best interest of the Participants to amend the Plan further to reflect recent changes in applicable law.

NOW, THEREFORE, the Plan is hereby amended as follows:

I.

EGTRRA MODEL AMENDMENTS

PREAMBLE

1. Adoption and Effective Date of Amendment. This Amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This Amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, this Amendment shall be effective as of the first day of the first plan year beginning after December 31, 2001 (i.e., effective as of January 1, 2002).

2. Supersession of Inconsistent Provisions. This Amendment shall supercede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

SECTION 1. LIMITATION ON CONTRIBUTIONS

1. Effective Date. This section shall be effective for Limitation Years beginning after December 31, 2001.

2. Maximum Annual Additions. Except to the extent permitted under Section 414(v) of the Code, if applicable, the Annual Additions that may be contributed or allocated to a Participant’s Accounts under the Plan for any Limitation Year shall not exceed the lesser of:

(a) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or

(b) 100% of the Participant’s compensation, within the meaning of Section 415(c)(3) of the Code, for the Limitation Year.

The compensation referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) that is otherwise treated as an Annual Addition.

3. Cross Reference. Without limitation, see sections 1.10 and 7.9(a) of the Plan.

SECTION 2. INCREASE IN COMPENSATION LIMIT

1. General Rule. The annual compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001 shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section

401(a)(17)(B) of the Code. Annual compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the “determination period”). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

2. Cross Reference. Without limitation, see section 1.15 of the Plan.

SECTION 3. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

1. Effective Date. This Section shall apply to distributions made after December 31, 2001.

2. Modification of Definition of Eligible Retirement Plan. For purposes of the Direct Rollover provisions in sections 1.16, 1.18, 1.21, 1.22, and 9.5 of the Plan, an Eligible Retirement Plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code.

3. Cross Reference. Without limitation, see sections 1.16, 1.18, 1.21, 1.22, and 9.5 of the Plan.

SECTION 4. ROLLOVERS FROM OTHER PLANS

The Plan does not accept rollover contributions, except for certain rollovers from the Company’s ESOP as provided in section 6.6 of the Plan.

SECTION 5. REPEAL OF MULTIPLE USE TEST

1. General Rule. The multiple use test described in Treasury Regulation Section 1.401(m)-2 and section 6.3(c) of the Plan shall not apply for Plan Years beginning after December 31, 2001.

2. Cross Reference. Without limitation, see section 6.3(c) of the Plan.

SECTION 6. ELECTIVE DEFERRALS – CONTRIBUTION LIMITATION

1. General Rule. No Participant shall be permitted to have elective deferrals made under this Plan, or any other qualified plan maintained by an Employer during any taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year.

2. Cross Reference. Without limitation, see section 6.1(a)(1) of the Plan.

SECTION 7. CATCH-UP CONTRIBUTIONS

The Plan will not accept catch-up contributions.

SECTION 8. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

1. Effective Date. This section shall apply for distributions after December 31, 2001 regardless of when the severance from employment occurred.

2. New Distributable Event. A Participant’s elective deferrals, qualified nonelective contributions (if any), qualified matching contributions, and earnings attributable to these contributions shall be distributed on account of the Participant’s severance from employment. However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

3. Cross Reference. Without limitation, see Article VIII, Article IX, and section 14.5(b) of the Plan.

3.

SECTION 9. MODIFICATION OF TOP-HEAVY RULES

1. Effective Date. This section shall apply for purposes of determining whether the Plan is a top-heavy plan under
Section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This section amends sections 1.33, 1.51, and 6.4 of the Plan.

2. Determination of Top-Heavy Status

2.1 Key Employee. Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002),

a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

2.2 Determination of Present Values and Amounts. This subsection 2.2 shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the determination date.

2.2.1 Distributions During Year Ending on the Determination Date. The present values of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan that, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.”

2.2.2 Employees Not Performing Services During Year Ending on the Determination Date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the one-year period ending on the determination date shall not be taken into account.

3. Minimum Benefits.

3.1 Matching Contributions. Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect to

4.

matching contributions under the Plan or, if the Plan provides that the minimum contribution requirements shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.

3.2 Contributions Under Other Plans. Notwithstanding the foregoing, any required minimum benefit shall first be provided under the Publix Super Markets, Inc. Employee Stock Ownership Plan, which provides for a minimum top-heavy benefit as follows: “for each Plan Year in which this Plan is a Top Heavy Plan, a Participant who is employed by an Employer on the last day of such Plan Year, who is a Non-Key Employee, who earns Compensation from an Employer for such Plan Year shall be entitled to share in the Employer contribution, Forfeitures, and additional contributions to the extent such allocation does not exceed at least three percent (3%) of his Section 415 Compensation regardless of whether such Plan Year constitutes a Year of Service for such Participant. However, if the Employer contribution, Forfeitures, and additional contributions allocated to each Key Employee’s Account hereunder (as well as his Employer contribution accounts under any other defined contribution plan maintained by such Employer or an Affiliate, including any elective contributions to any plan subject to Code Section 401(k)) is less than three percent (3%) of each Key Employee’s Section 415 Compensation, the sum of Employer contribution, Forfeitures, and additional contributions allocated, as a percentage of his Section 415 Compensation, to a Participant who is a Non-Key Employee pursuant to the immediately preceding sentence shall be equal to the largest percentage allocated to the accounts of any Key Employee.” The Publix Super Markets, Inc. Employee Stock Ownership Plan generally covers Employees who have completed one year of service (as defined in such Plan).

4. Cross Reference. Without limitation, see sections 1.33, 1.51, and 6.4 of the Plan.

SECTION 10. VESTING WITH RESPECT TO MATCHING CONTRIBUTIONS

1. Effective Date and Applicability. This section 10 shall apply to Participants with accrued benefits derived from Employer matching contributions who complete an Hour of Service under the Plan in a Plan Year beginning after December 31, 2001.

2. Vesting Schedule for Matching Contributions. A Participant’s accrued benefit derived from Employer matching contributions shall be nonforfeitable upon the Participant’s completion of three (3) Years of Service for vesting purposes.

3. Cross Reference. Without limitation, see section 8.3(b) of the Plan.

5.

II.

The Plan is amended to add a new Article XVI thereto, such Article XVI to read as follows:

ARTICLE XVI

Minimum Distribution Requirements

This Article XVI is intended to comply with the requirements of Revenue Procedure 2002-29.

Section 1. General Rules

1.1 Effective Date. The provisions of this Article will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year, as well as required minimum distributions that are made for the 2002 distribution calendar year that are made on or after July 1, 2002.

1.2 Coordination with Minimum Distribution Requirements Previously in Effect. Required minimum distributions for 2002 under this Article will be determined as follows. If the total amount of 2002 required minimum distributions under the Plan made to the Distributee prior to the effective date of this Article equals or exceeds the required minimum distributions determined under this Article, then no additional distributions will be required to be made for 2002 on or after such date to the Distributee. If the total amount of 2002 required minimum distributions under the Plan made to the Distributee prior to the effective date of this Article is less than the amount determined under this Article, then required minimum distributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions for 2002 made to the Distributee will be the amount determined under this Article.

1.3 Precedence. The requirements of this Article will take precedence over any inconsistent provisions of the Plan.

1.4 Requirements of Treasury Regulations Incorporated. All distributions required under this Article will be determined and made in accordance with the Treasury Regulations under Section 401(a)(9) of the Code.

1.5 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Article, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

Section 2. Time and Manner of Distribution

2.1 Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

6.

2.2 Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

2.2.1 If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹/2, if later.

2.2.2 If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, or if there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

2.2.3 If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this section 2.2, other than subsection 2.2.1, will apply as if the surviving spouse were the Participant.

For purposes of this section 2.2 and section 4, unless subsection 2.2.3 applies, distributions are considered to begin on the Participant’s required beginning date. If subsection 2.2.3 applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under section 2.2.1.

2.3 Forms of Distribution. Unless the Participant’s interest is distributed in the form of a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with sections 3 and 4 of this Article. No Participant’s interest shall be distributed in the form of an annuity purchased from an insurance company.

2.4 Election by Beneficiaries. Any beneficiary who is entitled to a benefit under section 2.2 may make an irrevocable election to receive the benefit at any time before the date distribution of such benefit is required to begin under section 2.2.

Section 3. Required Minimum Distributions During Participant’s Lifetime

3.1 Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

3.1.1 the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

7.

3.1.2 if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

3.2 Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this section 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

Section 4. Required Minimum Distributions After Participant’s Death.

4.1 Death On or After Date Distributions Begin.

4.1.1 Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows:

(i) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(iii) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

4.1.2 No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

8.

4.2 Death Before Date Distributions Begin.

4.2.1 Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for the first distribution calendar year after the year of the Participant’s death is the Participant’s entire account balance.

4.2.2 No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

4.2.3 Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under subsection 2.2.1, this section 4.2 will apply as if the surviving spouse were the Participant.

Section 5. Definitions

5.1 Designated beneficiary. The individual who is designated as the beneficiary under section 8.4 of the Plan and is the designated beneficiary in accordance with Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

5.2 Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under section 2.2. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

5.3 Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

5.4 Participant’s account balance. The account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (the “valuation calendar year”), adjusted as follows: (1) the account balance is increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the Valuation Date; and (2) the account balance is decreased by distributions made in the valuation calendar year after the Valuation Date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

9.

5.5 Required beginning date. The date specified in section 9.1(b)(2) of the Plan.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this 19^th day of November, 2002 by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ John A. Attaway, Jr.	By:	/s/ William E. Crenshaw
	John A. Attaway, Jr., Secretary		William E. Crenshaw, President
			“COMPANY”

10.

EX-4.5

Exhibit 4.5

SECOND AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS SECOND AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 19th day of November, 2002, by Publix Super Markets, Inc. (the “Company”), and is effective as of such date except as provided hereafter.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company deems it advisable and in the best interest of the Participants to amend the Plan further in certain respects.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 4.2 of the Plan is amended by adding the following sentence at the end thereof (such amendment being a clarification and expression of current understanding):

Also not in limitation, but in amplification of the foregoing, the Administrator shall have the power and discretion to adopt and implement rules for the purpose of helping Participants and other interested parties to comply with the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and any regulations issued thereunder.

2. Section 9.1(a)(2)(B) of the Plan is amended, effective January 1, 2003, to read as follows:

(B) in any other case, approximately five years from the date of the Participant’s death, but in no event later than December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

3. Article IX of the Plan is further amended by adding the following as a new section 9.8 thereto.

9.8 Qualified Domestic Relations Order. An alternate payee who is entitled to benefits pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code shall be entitled to receive payment of such benefits at the

time specified in such order, whether or not the Participant has attained his earliest retirement age (within the meaning of Section 414(p)(4)(B) of the Code). Payment shall be made pursuant to such an order, to the extent provided therein, as soon as practicable after the Plan Administrator has determined the order to be a Qualified Domestic Relations Order.

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed this 19th day of November, 2002 by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ John A. Attaway, Jr.	By:	/s/ William E. Crenshaw
	John A. Attaway, Jr., Secretary		William E. Crenshaw, President
			“COMPANY”

2.

EX-4.6

Exhibit 4.6

THIRD AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS THIRD AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 17^th day of March, 2004, by Publix Super Markets, Inc. (the “Company”), and is effective as of March 20, 2004.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company deems it advisable and in the best interest of the Participants to amend the Plan further in certain respects.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 1.27 of the Plan is deleted.

2. Section 1.32(a) of the Plan is amended to read as follows:

1.32 (a) “Hour of Service” shall mean

(1) an hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer or an Affiliate;

(2) an hour for which an Employee is paid, or entitled to payment, by an Employer or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), bereavement, lay-off, jury duty, military duty or leave of absence. Notwithstanding the preceding,

(A) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited under this section 1.32(a)(2) to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws; and

1.

(B) an hour shall not be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee;

(3) an hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer or an Affiliate; provided, however, that the same Hour of Service shall not be credited both under section 1.32(a)(1), (2) or (5), as the case may be, and under this section 1.32(a)(3). Crediting of an Hour of Service for back pay awarded or agreed to with respect to periods described in section 1.32(a)(2) shall be subject to the limitations set forth in that section;

(4) an hour for which an Employee is on an unpaid leave of absence or during a similar approved time off period where the Employee is not paid, or entitled to payment, by an Employer or an Affiliate for such time, but only in the following situations and subject to the following limitations:

(A) any time for which an Employee is on a Family Medical Leave Act of 1993 (“FMLA”) unpaid leave, which period shall not exceed 12 weeks reduced by any time for which the Employee receives sick pay from an Employer or an Affiliate for the FMLA leave;

(B) any time for which an Employee is on an unpaid military leave, which period shall not exceed 12 weeks; and

(C) any time for which an Employee is absent from work due to a worker’s compensation injury reduced by any time for which the Employee receives sick pay from an Employer or an Affiliate for the absence; and

(5) an hour for which an Employee is absent from work, is not otherwise paid or entitled to payment for such absence, but is receiving long-term disability benefits under policies provided by the Employer or an Affiliate; provided, however, that no more than 501 Hours of Service shall be credited under this section 1.32(a)(5) to an Employee on account of any single continuous period during which the Employee performs no duties and is eligible for Hours of Service hereunder (whether or not such period occurs in a single Plan Year); and, provided further, that if the Employee, solely by virtue of receiving such long-term disability benefits, would otherwise be entitled to Hours of Service under section 1.32(a)(2) for such absence, the Employee shall not receive Hours of Service under section 1.32(a)(2) but shall instead receive Hours of Service under this section 1.32(a)(5) subject to the limitations contained herein.

2.

In determining Hours of Service under the foregoing section 1.32(a)(4) and (5), Employees determined to be exempt by an Employer or an Affiliate in accordance with the then current employment law shall be credited with Hours of Service pro-rata based on forty-five (45) hours for a full payroll period (one week); non-exempt, hourly-paid, full-time Employees shall be credited with Hours of Service pro-rata based on forty (40) hours for a full payroll period (one week); and non-exempt, hourly-paid, part-time Employees shall be credited with Hours of Service pro-rata based on a full payroll period equal to the average hours worked by the Employee for an Employer or an Affiliate during the fifty-two (52) week payroll period immediately preceding the unpaid period for which Hours of Service are being given hereunder; or in any case in which the Administrator is unable to determine Hours of Service for a non-exempt, hourly-paid, part-time Employee, such Employee shall be credited with Hours of Service pro-rata based on forty (40) hours for a full payroll period. Notwithstanding the preceding, in determining the average hours worked by a non-exempt, hourly-paid, part-time Employee for an Employer or an Affiliate during the fifty-two (52) week payroll period immediately preceding the unpaid period for which Hours of Service are being given hereunder, hours worked by such Employee shall be deemed to be forty (40) hours for any week ending prior to March 20, 2004.

The definition set forth in the foregoing section 1.32(a)(1) through (3) is subject to the special rules contained in Department of Labor Regulations Sections 2530.200b-2(b) and (c), and any regulations amending or superseding such Sections, which special rules are hereby incorporated in the definition of “Hour of Service” by this reference.

3. Section 5.2 of the Plan is amended to read as follows:

5.2 Eligibility and Participation.

(a) Any Employee of an Employer shall be eligible to become a Participant in the Plan six (6) months after his Hire Date if he has then attained age eighteen (18). Any such eligible Employee shall enter the Plan as a Participant, if he is still an Employee of an Employer, on the first day of the month immediately following the month in which the Employee becomes eligible. If the Employee has not attained age eighteen (18) on the date that is six (6) months after his Hire Date, he shall be eligible to become a Participant in the Plan on the date he attains age eighteen (18) and he shall enter the Plan as a Participant, if he is still an Employee of an Employer, as soon as administratively practicable but no later than two (2) weeks after the date he attains age eighteen (18) or, if earlier, the first day of the next Plan Year.

(b) A person who ceases to be an Employee of an Employer before he enters the Plan as a Participant and who reenters the employ of an Employer more than six (6) months after his Hire Date shall enter the Plan as a Participant as soon as administratively practicable but no later than two (2) weeks after the date of his reemployment.

3.

(c) A person who has satisfied the eligibility requirements while employed by an Affiliate and who becomes an Employee of an Employer shall enter the Plan as a Participant as soon as administratively practicable but no later than two (2) weeks after the date of his employment with such Employer.

4. Section 5.3 of the Plan is amended to read as follows:

5.3 Former Participants. A Participant who ceases to be an Employee of an Employer and who subsequently reenters the employ of an Employer shall enter the Plan as a Participant as soon as administratively practicable but no later than two (2) weeks after the date of his reemployment.

5. Section 6.1(c) of the Plan is amended by adding the following as a new sentence at the end thereof:

If a Participant with such an agreement in place should leave the employment of an Employer, the election contained in such agreement shall survive the termination, but only for the purpose of determining any applicable savings contribution with respect to compensation earned before termination of employment but paid after such termination. If the person should return to employment with such Employer or any other Employer at any time after such termination, the prior agreement shall not be effective and no savings contribution shall be made to the Plan on behalf of such person with respect to any compensation earned after reemployment unless and until a new election is made by such person.

6. Section 6.2(a) of the Plan is amended to read as follows:

(a) Each Employer, at the discretion of its Board of Directors, may contribute to the Trust a matching contribution on behalf of each eligible Participant (as determined pursuant to section 6.2(b)) for whom a savings contribution is made during the Plan Year. Such matching contribution shall be equal to a specified percentage of the amount of the savings contribution (or specified percentages of separate portions of the amount of the savings contribution) made to the Plan by the Participant, and may be limited to a specified percentage (or percentages) of the Participant’s compensation for which a savings contribution was made or a specified maximum dollar amount (or amounts). The percentage (or percentages) of the matching contribution, and any maximum percentage (or percentages) or dollar amount (or amounts), shall be determined by the Board of such Employer. No matching contribution shall be required for the portion of a Participant’s savings contribution subject to the refund requirements of section 6.1(b) or 6.1(f).

4.

7. Section 10.4 of the Plan is amended by adding the following as a new sentence at the end thereof:

Without limitation on the foregoing, the Plan Administrator shall have the authority to impose reasonable fees or restrictions on trading frequency with respect to any of the investment funds if it deems such fees or restrictions to be in the best interest of participants who are long-term investors in such investment funds or if the sponsors of such investment funds require such restrictions.

8. Article XIII of the Plan is amended by adding the following as a new sentence at the end thereof:

Notwithstanding the foregoing, the Plan Administrator shall have the authority to charge a reasonable fee to a specific Participant or beneficiary for any legal and administrative costs incurred by the Plan Administrator or the Primary Trustee related to such specific Participant or beneficiary, but only in the following situations:

(a) such Participant is otherwise entitled to a retirement benefit under section 8.1(b) or 8.3 and he elects to leave his Accounts in the Plan for distribution at a later date;

(b) a death beneficiary who is otherwise entitled to a death benefit under section 8.4 and he elects to leave his Accounts in the Plan for distribution at a later date; and

(c) an alternate payee who is entitled to benefits pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code regardless of the distribution time period specified in such order.

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed this 17^th day of March, 2004 by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ Linda S. Kane	By:	/s/ William E. Crenshaw
	Linda S. Kane, Assistant Secretary		William E. Crenshaw, President
			“COMPANY”

5.

EX-4.7

Exhibit 4.7

FOURTH AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS FOURTH AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 30^th day of July, 2004, by Publix Super Markets, Inc. (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company deems it advisable and in the best interest of the Participants to amend the Plan further in certain respects.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 10.1 is amended to read as follows:

10.1 Selection of Investment Funds. The Plan Administrator shall select three or more mutual or collective funds to be available to Participants for the investment of their Accounts. The available funds shall initially include at least one fund meeting the description below for Fund A, at least one fund meeting the description below for Fund B, and at least one fund meeting the description below for Fund C or Fund D. The Plan Administrator shall have the power to add or modify categories from time to time; provided however, that any modified categories of funds shall have at least as much diversity as the categories of funds set forth below:

(a) Fund A - a money market or stable asset fund, which fund shall consist primarily of investment contracts issued by insurance companies, banks, and other financial institutions, commercial paper, U.S. Government or federal agency obligations, short-term corporate obligations, bank certificates of deposit and/or other types of short maturity investments;

(b) Fund B - a bond fund, which fund shall consist primarily of United States treasury and agency bonds, notes and bills, corporate debt securities, mortgage and other asset-based securities, money market instruments, and/or types of comparable investments;

1.

(c) Fund C - a balanced income and growth fund, which fund shall consist primarily of governmental and corporate bonds, common and preferred stocks, and other investments; and

(d) Fund D - an equity fund, which fund shall consist primarily of common stock and other equity investments.

In addition, the Plan Administrator shall offer to Participants a Publix Stock Fund, which fund shall consist solely of common stock of the Company, except to the extent that cash contributions from Participants and/or the Company, loan payments from Participants, or the sales proceeds from the liquidation of other Participant-directed investments are held in the Other Investments Account of a Participant awaiting to be processed and invested in common stock of the Company on the next date the Plan is scheduled to purchase common stock of the Company from the Company and other Accounts.

2. Section 10.5 of the Plan is amended to read as follows:

10.5 Other Accounts. Notwithstanding the other provisions of this Article X, a Participant’s Matching Contributions Account shall initially (after contribution or upon restoration of forfeitures) be invested solely in the Publix Stock Fund. Thereafter, a Participant may designate the percentage of his Matching Contribution Account to be allocated to any fund under the same terms as savings contributions under section 10.2. A Participant may designate in accordance with section 10.2 the investment of assets that are then temporarily being held in his Other Investments Account at any time prior to the date of the purchase of common stock of the Company with such funds, in which event such funds will no longer be part of the Publix Stock Fund.

3. Section 11.1(b) of the Plan is amended to read as follows:

11.1 (b) Until otherwise directed by the Plan Administrator, the Vice President of Benefits Administration shall be authorized to coordinate the loan program set forth herein.

IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be executed this 30^th day of July, 2004 by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ John A. Attaway, Jr.	By:	/s/ William E. Crenshaw
	John A. Attaway, Jr., Secretary		William E. Crenshaw, President
			“COMPANY”

2.

EX-4.8

Exhibit 4.8

FIFTH AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS FIFTH AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 8^th day of December, 2004, by Publix Super Markets, Inc. (the “Company”), and is effective as of January 1, 2005.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company deems it advisable and in the best interest of the Participants to amend the Plan further in certain respects.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 1.15(a) of the Plan is amended to read as follows:

1.15 (a) “Compensation” shall mean, with respect to a Participant, the regular salaries and wages, overtime pay, bonuses, commissions and other amounts paid (whether or not in cash) to such Participant by an Employer, including tips received by such Participant, for personal services actually rendered in the course of employment with an Employer to the extent that the amounts are includible in gross income, as well as savings contributions made on behalf of a Participant to this Plan pursuant to Section 401(k) of the Code, elective contributions made on behalf of a Participant to any cafeteria plan maintained by an Employer pursuant to Section 125 of the Code and, for years beginning after December 31, 2000, amounts not included in the gross income of a Participant by reason of Section 132(f)(4) of the Code, but shall not include amounts realized from the exercise of a non-qualified stock option or when restricted property becomes unrestricted for tax purposes, amounts realized from the sale or other disposition of stock acquired under an incentive stock option, and other amounts that receive special tax benefits (such as premiums for group-term life insurance), and also shall not include (even if such amounts are includible in gross income) reimbursements or other expense allowances, fringe benefits (whether or not in cash, other than elective contributions to this Plan and any cafeteria plan), moving expenses, deferred compensation and welfare benefits.

2. Section 6.1(a)(2) of the Plan is amended to read as follows:

(2) 15% of the Participant’s compensation for such Plan Year (or such lower percentage as may be determined periodically by the Board of Directors).

IN WITNESS WHEREOF, the Company has caused this Fifth Amendment to be executed this 8^th day of December, 2004 by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ John A. Attaway, Jr.	By:	/s/ William E. Crenshaw
	John A. Attaway, Jr., Secretary		William E. Crenshaw, President
			“COMPANY”

2.

EX-4.9

Exhibit 4.9

SIXTH AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS SIXTH AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 1^st day of July, 2005, by Publix Super Markets, Inc. (the “Company”), but is effective as provided hereafter.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company deems it advisable and in the best interest of the Participants to amend the Plan further in certain respects.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 1.40 of the Plan is amended to read as follows, effective March 28, 2005:

1.40 “Participant” shall mean any eligible Employee of an Employer who has become a Participant under Article V of the Plan and shall include any former employee of an Employer who became a Participant under the Plan and who still has a balance in an Account under the Plan.

2. Section 9.1(c) of the Plan is amended to read as follows, effective with respect to distributions on or after March 28, 2005:

(c) Notwithstanding the foregoing, no distribution shall be made of the benefit to which a Participant is entitled under section 8.1, 8.2, or 8.3 prior to the Participant’s 62^nd birthday unless the value of his benefit does not exceed $1,000 or unless the Participant consents to the distribution. The Plan Administrator shall provide each Participant entitled to a distribution of more than $1,000 with a written notice of his rights, which shall include an explanation of the alternative dates for distribution of benefits and the optional forms of benefit available to the Participant. The Participant may elect to exercise such rights, no less than 30 days and no more than 90 days before the first date upon which distribution of the Participant’s vested account balances may be made; provided, however, that such distribution may commence less than 30 days after the provision of the notice if

the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and if the Participant, after receiving the notice, affirmatively elects a distribution. In the event that a Participant does not consent to a distribution of a benefit in excess of $1,000 to which he is entitled under section 8.1, 8.2, or 8.3, the amount of his benefit shall commence to be paid to the Participant not later than sixty (60) days after the last day of the Plan Year in which the Participant reaches his 62^nd birthday.

3. Section 9.1(d) of the Plan is amended to read as follows, effective with respect to distributions made on or after November 1, 2005:

(d) Notwithstanding the foregoing, benefit payments shall satisfy the incidental death benefit requirements and all other applicable provisions of Section 401(a)(9) of the Code, the regulations issued thereunder (including Regulation

Section 1.401(a)(9)), and such other rules thereunder as may be prescribed by the Commissioner.

4. Section 9.2(a) of the Plan is amended to read as follows, effective with respect to distributions on or after March 28, 2005:

(a) The amount of any benefit to which a Participant is entitled under Article VIII hereof shall be paid to him in cash in the form of a lump sum; provided, however, that at the request of the Participant or, in case such Participant has died, at the request of his beneficiary or beneficiaries, the portion of any distributable benefit attributable to the Participant’s Employer Securities Accounts shall be distributable, to the extent possible, in shares of common stock of the Company, except that no fractional share shall be issued and the value of any fractional share to which a Participant would otherwise be entitled shall be paid in cash. For distributions of benefits of $1,000 or less ($5,000 or less in the case of a beneficiary of a deceased Participant), the Administrator shall have no obligation to contact the Participant or his beneficiary or beneficiaries with respect to any such election regarding in-kind distributions of the Participant’s Employer Securities Accounts. For all purposes of this Article IX, it is understood that a “lump sum” may include two or more payments in order to permit the Plan Administrator to obtain the cash needed to make a distribution in cash with respect to whole or fractional shares held in a Participant’s Employer Securities Accounts by selling the shares on the next permitted sales date as determined from time to time by the Plan Administrator in accordance with the provisions of section 10.4.

2.

5. Section 9.4(a) of the Plan is amended to read as follows, effective November 1, 2005:

(a) Upon reaching age 59 ¹/2, a Participant who is actively employed by an Employer may apply to the Administrator for the withdrawal of all or a portion of his Savings Contributions Account and his vested Matching Contributions Account. All amounts withdrawn shall be paid to the Participant in cash; provided, however, that at the request of the Participant, the portion of any requested withdrawal attributable to and to be paid from the Participant’s Employer Securities Accounts shall be distributable, to the extent possible, in shares of common stock of the Company, except that no fractional share shall be issued and the value of any fractional share to which a Participant would otherwise be entitled shall be paid in cash.

IN WITNESS WHEREOF, the Company has caused this Sixth Amendment to be executed this 1^st day of July, 2005 by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ Linda S. Kane	By:	/s/ William E. Crenshaw
	Linda S. Kane, Assistant Secretary		William E. Crenshaw, President
			“COMPANY”

3.

EX-4.10

Exhibit 4.10

SEVENTH AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS SEVENTH AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 9^th day of November, 2005, by Publix Super Markets, Inc. (the “Company”), but is effective as provided hereafter.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company deems it advisable and in the best interest of the Participants to amend the Plan further in certain respects.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 8.3(b) of the Plan is amended by adding the following as a new subparagraph (5), effective January 1, 2006:

(5) Notwithstanding the foregoing, a Participant who is an Employee of the Company on December 31, 2005, and who becomes an employee of the Publix Employees Federal Credit Union as of January 1, 2006, shall have a Vested Interest in his Matching Contributions Account of one hundred percent (100%) as of January 1, 2006.

IN WITNESS WHEREOF, the Company has caused this Seventh Amendment to be executed this 9^th day of November, 2005, by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ John A. Attaway, Jr.	By:	/s/ William E. Crenshaw
	John A. Attaway, Jr., Secretary		William E. Crenshaw, President
			“COMPANY”

EX-4.11

Exhibit 4.11

EIGHTH AMENDMENT TO THE

2001 AMENDED AND RESTATED

PUBLIX SUPER MARKETS, INC.

401(k) SMART PLAN

THIS EIGHTH AMENDMENT to the 2001 Amended and Restated Publix Super Markets, Inc. 401(k) SMART Plan is adopted this 8^th day of August, 2007, by Publix Super Markets, Inc. (the “Company”), but is effective as of January 1, 2006.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan, which has been amended and restated from time to time (as amended and restated to date, the “Plan”); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to amend the Plan further; and

WHEREAS, the Company desires to amend the Plan further in order to reflect certain provisions of the final regulations under Internal Revenue Code Sections 401(k) and 401(m) that were published on December 29, 2004 (the “Final Regulations”), with the provisions of this Amendment (a) intended to constitute good faith compliance with the requirements of the Final Regulations and (b) to supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 1.2 of the Plan is amended to read as follows:

1.2 “Actual Contribution Percentage” or “ACP” shall mean, with respect to a specified group of eligible Participants (either Highly Compensated Employees or Non-Highly Compensated Employees) for a Plan Year, the average (calculated to the nearest hundredth of a percentage point) of the Actual Contribution Ratios (calculated separately for each member of the group and calculated to the nearest hundredth of a percentage point) of each eligible Participant who is a member of such group.

2. Section 1.3 of the Plan is amended to read as follows:

1.3 “Actual Contribution Ratio” shall mean the ratio of the amount of qualifying matching contributions actually paid over to the Trust on behalf of an eligible Participant for a Plan Year to the Participant’s Compensation for such Plan Year. For these purposes:

(a) The qualifying matching contributions paid on behalf of any eligible Participant shall include:

(1) any matching contributions on behalf of the Participant but excluding

(A) any matching contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they related are Excess Deferrals, Excess Contributions or Excess Aggregate Contributions; and

(B) qualified matching contributions that are taken into account in the Actual Deferral Percentage test; and

(2) any Elective Deferrals permitted to be taken into account for these purposes under Treasury Regulation Section 1.401(m)-2(a)(6) and so taken into account.

(b) The Actual Contribution Ratio of a Highly Compensated Employee who is an eligible employee in more than one plan of the same employer (within the meaning of the Code) to which matching or employee contributions are made shall be calculated by treating all such contributions with respect to such Employee under any such arrangement as being made under this Plan.

(c) If no qualifying matching contributions are paid on behalf of any Employee who is eligible to make or receive any such contribution, such person shall be treated as a Participant with an Actual Contribution Ratio of zero.

3. Section 1.4 of the Plan is amended to read as follows:

1.4 “Actual Deferral Percentage” or “ADP” shall mean, with respect to a specific group of eligible Participants (either Highly Compensated Employees or Non-Highly Compensated Employees) for a Plan Year, the average (calculated to the nearest hundredth of a percentage point) of the Actual Deferral Ratios (calculated separately for each member of the group and calculated to the nearest hundredth of a percentage point) of each eligible Participant who is a member of such group.

2.

4. Section 1.5 of the Plan is amended to read as follows:

1.5 “Actual Deferral Ratio” shall mean the ratio of the amount of qualifying Employer contributions actually paid over to the Trust on behalf of an eligible Participant for a Plan Year to the Participant’s Compensation for such Plan Year. For these purposes:

(a) The qualifying Employer contributions paid on behalf of any Participant shall include:

(1) any Elective Deferrals made pursuant to the Participant’s deferral election (including Excess Elective Deferrals of Highly Compensated Employees) but excluding

(A) Excess Elective Deferrals of Non-Highly Compensated Employees that arise solely from Elective Deferrals made under the Plan or plans of the Participant’s Employer or of any Affiliate; and

(B) Elective Deferrals that are taken into account in the Actual Contribution Percentage test (provided the ADP test is satisfied both with and without exclusion of these Elective Deferrals); and

(2) any qualified matching contributions permitted to be taken into account for these purposes under Treasury Regulation Section 1.401(k)-2(a)(6) and so taken into account.

(b) The Actual Deferral Ratio of a Highly Compensated Employee who is an eligible employee in more than one cash or deferred arrangement of the same employer (within the meaning of the Code) shall be calculated by treating all qualifying Employer contributions with respect to such Employee under any such arrangement as being made under this Plan.

(c) If no qualifying Employer contributions are paid on behalf of any Participant (or on behalf of any Employee who would be a Participant but for the failure to make Elective Deferrals), such person shall be treated as a Participant with an Actual Deferral Ratio of zero.

5. Article I of the Plan is further amended by adding the following as new sections thereof:

1.59 “Elective Deferrals” shall mean any Employer contributions (savings contributions) made to the Plan at the election of the Participant in lieu of cash compensation. With respect to any taxable year, a Participant’s Elective Deferrals is the sum of all Employer contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement (“CODA”) described in Section 401(k) of the Code, any salary reduction simplified employee pension described in Section 408(k)(6) of the Code, any SIMPLE IRA Plan described in Section 408(p) of the Code and any

3.

plan described under Section 501(c)(18) of the Code, and any Employer contributions made on behalf of a Participant for the purchase of an annuity contract under Section 403(b) of the Code pursuant to a salary reduction agreement. For years beginning after 2005, the term “Elective Deferrals” includes Pre-tax Elective Deferrals and Roth Elective Deferrals. Pre-tax Elective Deferrals are a Participant’s Elective Deferrals that are not includible in the Participant’s gross income at the time deferred. Elective Deferrals shall not include any deferrals properly distributed as excess Annual Additions.

1.60 “Excess Aggregate Contributions” shall mean, with respect to any Plan Year, the excess of:

(a) the aggregate amount of matching contributions taken into account in computing the ACP of Highly Compensated Employees for such Plan Year, over

(b) the maximum aggregate amount of such matching contributions permitted by the ACP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their Actual Contribution Ratios, beginning with the highest of such percentages).

1.61 “Excess Contributions” shall mean, with respect to any Plan Year, the excess of:

(a) the aggregate amount of qualifying Employer contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over

(b) the maximum aggregate amount of such qualifying Employer contributions permitted by the ADP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the Actual Deferral Ratios, beginning with the highest of such percentages).

1.62 “Excess Elective Deferrals” shall mean those Elective Deferrals of a Participant that either

(a) are made during the Participant’s taxable year and exceed the dollar limitation under Section 402(g) of the Code (including, if applicable, the dollar limitation on catch-up contributions defined in Section 414(v) of the Code) for such year; or

4.

(b) are made during a calendar year and exceed the dollar limitation under Section 402(g) of the Code (including, if applicable, the dollar limitation on catch-up contributions defined in Section 414(v) of the Code) for the Participant’s taxable year beginning in such calendar year, counting only Elective Deferrals made under this Plan and any other plan, contract or arrangement maintained by the Employer or any Affiliate (but excluding any Affiliate that is classified as such solely under Section 414(m) of the Code).

1.63 “Non-Highly Compensated Employee” shall mean, with respect to any Plan Year, an Employee who is not a Highly Compensated Employee.

6. Section 6.1(c) of the Plan is amended by adding the following sentence to the end of such provision:

Any contribution made pursuant to any such election shall be made only after the election is made; shall be made only with respect to an amount that is not currently available to the Employee on the date of the election; and shall be made only after the Employee’s performance of service with respect to which the contributions are made, in each case except as may be permitted by applicable Treasury Regulations.

7. Section 6.1(f)(3) of the Plan is amended to read as follows:

(3) The allocable income with respect to excess savings contributions of a Highly Compensated Employee shall include income during the period from the end of the Plan Year of the excess until distribution thereof and shall be determined by the Plan Administrator under any method permitted by Treasury Regulation Section 1.401(k)-2(b)(2)(iv) and any applicable Internal Revenue Service notices or rulings, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ accounts.

8. Section 6.2(g) of the Plan is amended to read as follows:

(g) The allocable income with respect to excess matching contributions of a Highly Compensated Employee shall include income during the period from the end of the Plan Year of the excess until distribution thereof and shall be determined by the Plan Administrator under any method permitted by Treasury Regulation Section 1.401(m)-2(b)(2)(iv) and any applicable Internal Revenue Service notices or rulings, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ accounts.

5.

9. Section 14.5(b) of the Plan is amended to read as follows:

(b) In the event this Plan is terminated, distributions may not be made as a result thereof unless the Plan has been completely terminated and the Company or any Affiliate does not establish or maintain an alternative defined contribution plan (within the meaning of Section 401(k)(10) of the Code and Treasury Regulations Section 1.401(k)-1(d)(4)(i)), unless the law otherwise permits the distribution.

IN WITNESS WHEREOF, the Company has caused this Eighth Amendment to be executed this 8^th day of August, 2007 by its duly authorized officers.

ATTEST:		PUBLIX SUPER MARKETS, INC.
(CORPORATE SEAL)
By:	/s/ Linda S. Kane	By:	/s/ William E. Crenshaw
	Linda S. Kane, Assistant Secretary		William E. Crenshaw, President
			“COMPANY”

6.

EX-4.12

Exhibit 4.12

DEFINED CONTRIBUTION PLANS

MASTER TRUST AGREEMENT

Between

PUBLIX SUPER MARKETS, INC.

and

STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

			PAGE
1.	TRUST FUND		3
	1.1	Trust Name	3
	1.2	Receipt of Assets	3
	1.3	Employers	3
	1.4	Plans	4
	1.5	Accounting for a Plan’s Undivided Interest in the Trust Fund	4
	1.6	Appointment of Recordkeeper	5
	1.7	No Trustee Duty Regarding Contributions	5
	1.8	Withholding	6
2.	DISBURSEMENTS FROM THE TRUST FUND		6
3.	CLIENT SELECTED INVESTMENT FUNDS		7
	3.1	In General	7
	3.2	Client Managed Stock Investment Accounts	8
	3.3	Client Managed Investment Accounts	8
	3.4	Trustee Managed Investment Accounts	9
	3.5	Investment Manager Accounts	9
4.	POWERS OF THE TRUSTEE		12
	4.1	Investment Powers of the Trustee	12
	4.2	Investment Powers of the Stock Fund Trustee	16
	4.3	Administrative Powers of the Trustee	16
5.	INDEMNIFICATION		17
6.	SECURITIES OR OTHER PROPERTY		18
7.	SECURITY CODES		18
8.	TAXES AND TRUSTEE COMPENSATION		19
9.	ACCOUNTS OF THE TRUSTEE		20

10.	RELIANCE ON COMMUNICATIONS		22
11.	RESIGNATION AND REMOVAL OF TRUSTEE		23
12.	AMENDMENT		23
13.	TERMINATION		23
14.	PARTICIPATION OF OTHER EMPLOYERS		24
	14.1	Adoption by Other Employers; Withdrawals	24
	14.2	Powers and Authorities of Other Employers to be Exercised Exclusively by Client	25
15.	MISCELLANEOUS		26
	15.1	Governing Law	26
	15.2	No Reversion to Employer	26
	15.3	Non-Alienation of Benefits	27
	15.4	Duration of Trust	28
	15.5	No Guarantees	28
	15.6	Duty to Furnish Information	28
	15.7	Parties Bound	28
	15.8	Necessary Parties to Disputes	29
	15.9	Unclaimed Benefit Payments	29
	15.10	Severability	29
	15.11	References	29
	15.12	Headings	29
	15.13	No Liability for Acts of Predecessor and Successor Trustees	30
	15.14	Counterparts	30

DEFINED CONTRIBUTION PLANS

MASTER TRUST AGREEMENT

THIS AGREEMENT (hereinafter referred to as the “Trust Agreement”) effective as of July 3, 2001, by and between PUBLIX SUPER MARKETS, INC., a corporation organized under the laws of Florida (hereinafter referred to as the “Client”) and STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as “State Street” or the “Trustee”).

WITNESSETH:

WHEREAS, the Client has agreed to enter into a relationship with the Trustee and CitiStreet LLC as provided for in the Employee Benefit Bundled Services Agreement (the “Bundled Services Agreement”) between the Client, State Street and CitiStreet LLC under which each will provide certain services to participants in the Plan or Plans described on Exhibit A of the Bundled Service Agreement;

WHEREAS, Client has appointed State Street as Trustee for all assets of the Plan except for assets held in the Publix Stock Fund;

WHEREAS, the Client has appointed Tina Johnson as trustee of the Publix Stock Fund (the “Stock Fund Trustee”), who shall have the authorities and shall be subject to the duties with respect to the Publix Stock Fund as specified in the Plan and in a separate trust agreement;

WHEREAS, the Client maintains certain tax-qualified plan or plans identified on Exhibit A of the Bundled Services Agreement (hereinafter collectively referred to as the “Plan”) for the exclusive benefit of certain of its employees and the employees of certain of its affiliates, subsidiaries, and limited liability companies;

WHEREAS, the Client has by agreement dated January 1, 1995 with the United States Trust Company of New York established a trust to serve as the funding vehicle for the Plan (hereinafter referred to as the “Agreement”);

WHEREAS, certain affiliates, subsidiaries, and limited liability companies of the Client may in the future maintain separate tax-qualified employee benefit plans for certain of their employees and may adopt the trust and Trust Agreement to serve as the funding vehicle for such plans (hereinafter together with the Plan referred to collectively as the “Plans”);

WHEREAS, the authority to conduct the general operation and administration of the Plans is vested in the Client, acting through its officers and employees and its Board, Board Committee, Committee or Plan Administrator, each as defined and as provided in the Plan, as “Administrator” of the Plans, who shall have the authorities and shall be subject to the duties with respect to the trust specified in the Plans and in this Trust Agreement;

WHEREAS, the Client has appointed State Street Bank and Trust Company as successor trustee to Chase Manhattan Bank (successor trustee of United States Trust Company of New York), effective July 3, 2001; and

WHEREAS, the Client has appointed CitiStreet LLC to provide recordkeeping and other administrative services, other than those the Administrator continues to perform for the Plan in such capacity, and any other person or entity hereafter engaged by the Client to provide such services, being hereinafter referred to as the “Recordkeeper”;

WHEREAS, the Client and the Trustee desire to amend and restate the Agreement in its entirety.

NOW, THEREFORE, the Client and the Trustee do hereby amend and restate the Agreement and continue the trust as the funding vehicle for the Plan, upon the terms and conditions hereinafter set forth in this Trust Agreement.

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1. TRUST FUND

1.1 Trust Name. This trust shall be known as the Publix Super Markets, Inc. 401(k) SMART Trust Number 1.

1.2 Receipt of Assets. The Trustee shall receive and accept for the purposes hereof all sums of money and other property paid to it by or at the direction of the Client or any Employer or the Recordkeeper, and shall hold, invest, reinvest, manage, administer and distribute such monies and other property and the increments, proceeds, earnings and income thereof pursuant to the terms of this Trust Agreement and for the exclusive benefit of participants in the Plans and their beneficiaries. The Trustee need not inquire into the source of any money or property transferred to it nor into the authority or right of the transferor of such money or property to transfer such money or property to the Trustee. All Plan assets held by the Trustee in the trust pursuant to the provisions of this Trust Agreement at the time of reference are referred to herein as the “Trust Fund”.

1.3 Employers. For purposes of this Trust Agreement the term “Employer” means the Client, any corporation (or other trade or business) which is a member of a controlled group of corporations of which the Client is a member as determined under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code”), or any limited liability company in which the Client or a subsidiary is the single member and which corporation or limited liability company has adopted the Plans in accordance with the provisions of Section 14.1.

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1.4 Plans. References in this Trust Agreement to the “Plan” or the “Plans” shall mean the tax-qualified employee benefit plan or plans of the Client or the tax-qualified employee benefit Plan or Plans of any Employer that has adopted the trust as the funding vehicle for such plan or plans as the case may be. The Client shall represent that while any assets of the Plan are held in the Trust Fund, the Plan (i) is intended to be and the Client knows of no reason why it would not be “qualified” within the meaning of Section 401(a) of the Code and, as a defined contribution plan, the Plan is intended to be qualified as an “ERISA Section 404(c) Plan” described in 29 C.F.R. 2550.404c under which each participant is authorized to provide investment direction to the Client, acting as agent for such Participant, for conveyance to the Trustee; (ii) is permitted by existing or future ruling of the United States Treasury Department to pool its funds in a group trust; (iii) permits its assets to be commingled for investment purposes with the assets of other such plans by investing such assets in this Trust Fund whether or not its assets will in fact be held in a separate investment fund; and (iv) does not prohibit the Client from appointing the Recordkeeper to perform daily recordkeeping services as described herein, and provides that the Client or the Recordkeeper as its agent is the fiduciary responsible for carrying out participant investment directions.

1.5 Accounting for a Plan’s Undivided Interest in the Trust Fund. All transfers to, withdrawals from, and other transactions regarding the Trust Fund shall be conducted in such a way that the proportionate interest in the Trust Fund of each Plan and the fair market value of that interest may be determined at any time. Whenever the assets of more than one Plan are commingled in the Trust Fund or in any investment fund, the undivided interest therein of that Plan shall be debited or credited (as the case may be) (i) for the entire amount of every

4

contribution received on behalf of that Plan, every benefit payment, or other expense attributable solely to that Plan, and every other transaction relating only to that Plan; and (ii) for its proportionate share of every item of collected or accrued income, gain or loss, and general expense; and other transactions attributable to the Trust Fund or that investment fund as a whole. As of each date when the fair market value of the investments held in the Trust Fund or an investment fund are determined as provided for in Section 9, the Trustee shall adjust the value of each Plan’s interest therein to reflect the net increase or decrease in such values since the last such date. For all of the foregoing purposes, fractions of a cent may be disregarded.

1.6 Appointment of Recordkeeper. Under the Plan, the Client is the fiduciary responsible for carrying out participant investment directions and in order to effect this, the Client has appointed CitiStreet LLC to perform certain services including but not limited to maintaining participant accounts for all contributions, loans and loan repayments, and other deposits made for the purpose of determining how such deposits are to be allocated to the investment funds of the Plan, for determining requirements for disbursements from or transfers among investment funds in accordance with the terms of the Plan, for maintaining participant records for the purpose of voting or tendering shares in an investment fund as described in Section 4.1 herein, for distributing information about the investment funds provided for under the Plan, and for distributing participant statements at periodic intervals.

1.7 No Trustee Duty Regarding Contributions. The Trustee shall not be under any duty to require payment of any contributions to the Trust Fund or determine that a contribution is in compliance with a participant investment direction, or to see that any payment made to it is computed in accordance with the provisions of the Plans, or otherwise be responsible for the

5

adequacy of the Trust Fund to meet and discharge any liabilities under the Plans. The “named fiduciary” responsible for ensuring timely payment of contributions to the Trust Fund is Publix Super Markets, Inc.

1.8 Withholding. The Administrator or the Recordkeeper shall withhold any tax which by any present or future law is required to be withheld from any payment under the Plans.

2. DISBURSEMENTS FROM THE TRUST FUND.

The Trustee shall from time to time on the directions of the Administrator or Recordkeeper make payments out of the Trust Fund to such persons, including the Administrator or Recordkeeper, in such manner, in such amounts and for such purposes as may be specified in the directions of the Recordkeeper or Administrator.

The Recordkeeper or Administrator shall be responsible for insuring that any payment directed under this Article conforms to the provisions of the Plans, this Trust Agreement, and the provisions of ERISA. Each direction of the Recordkeeper or Administrator shall be in writing and shall be deemed to include a certification that any payment or other distribution directed thereby is one which the Recordkeeper or Administrator is authorized to direct, and the Trustee may conclusively rely on such deemed certification without further investigation. Payments by the Trustee may be made by its check to the order of the payee. Payments or other distributions hereunder may be mailed to the payee at the address last furnished to the Trustee by the Recordkeeper or if no such address has been so furnished, to the payee in care of the Recordkeeper. The Trustee shall not incur any liability or other damage on account of any payments or other distributions made by it in accordance with the written directions of the Recordkeeper or Administrator.

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3. CLIENT SELECTED INVESTMENT FUNDS.

3.1 In General. The Client from time to time and in accordance with provisions of the Plans, may direct the Trustee to establish one or more separate investment accounts within the Trust Fund, each separate account being hereinafter referred to as an “Investment Fund” which may be invested in (i) shares of investment companies registered under the Investment Company Act of 1940, (ii) collective funds maintained by a bank or trust company, (iii) various classes of common stock of the Client, (iv) pools of insurance contracts, (v) funds managed by a registered investment manager, bank or insurance company, (vi) accounts managed by named fiduciaries for the Plan, and vii) other investment options available from time to time under the Plan (specifically the Investment Funds described on the Notice of Appointment of Investment Managers attached to this Trust Agreement, as amended from time to time by the Client and with notice to the Trustee). The Trustee shall have no liability for any loss of any kind which may result by reason of the manner of division of the Trust Fund into Investment Funds, or for the investment management of these accounts, except as provided for in Section 3.4 regarding a Trustee managed investment account, if any. The Trustee shall transfer to each such Investment Fund such portion of the assets of the Trust Fund as the Client or the Recordkeeper directs. The Trustee shall not incur any liability on account of following any direction of the Client or the Recordkeeper and the Trustee shall be under no duty to review the investment guidelines, objectives and restrictions so established. To the extent that directions from the Client or Recordkeeper to the Trustee represent investment instructions of the Plans’ participants, the Trustee shall have no responsibility for such investment elections and shall incur no liability on account of the direct and necessary results of investing the assets of the Trust Fund in accordance with such participant investment instructions.

7

All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund. All expenses of the Trust Fund which are allocable to a particular Investment Fund shall be so allocated and charged. Subject to the provisions of the Plans, the Client may direct the Trustee to eliminate an Investment Fund or Funds, and the Trustee shall thereupon dispose of the assets of such Investment Fund and reinvest the proceeds thereof in accordance with the directions of the Administrator.

3.2 Client Managed Stock Investment Accounts. If, and to the extent specifically authorized by the Plans, the Client may direct the Stock Fund Trustee to establish one or more Investment Funds, substantially all of the assets of which shall be invested in securities which constitute “qualifying employer securities” or “qualifying employer real property” within the meaning of Section 407 of ERISA. It shall be the duty of the Client to determine that such investment is not prohibited by Sections 406 or 407 of ERISA.

3.3 Client Managed Investment Accounts. The Trustee shall, if so directed in writing by the Client, segregate all or a portion of the Trust Fund held by it into one or more separate investment accounts to be known as Client Managed Investment Accounts. The Client, by written notice to the Trustee, may at any time relinquish its powers under this Section 3.3 and direct that a Client Managed Investment Account shall no longer be maintained. Whenever the Administrator or named fiduciary is directing the investment and reinvestment of a Client

8

Managed Investment Account, the Administrator or named fiduciary shall have the powers and duties which an Investment Manager would have under this Trust Agreement if an Investment Manager were then serving and the Trustee shall be protected to the same extent as it would be protected under this Trust Agreement as to directions or the absence of directions of an Investment Manager.

3.4 Trustee Managed Investment Accounts. The Trustee shall have no duty or responsibility to direct the investment and reinvestment of the Trust Fund, any Investment Fund or any investment account unless expressly agreed to in writing between the Trustee and the Client. In the event that the Trustee enters into such an agreement, it shall have the powers and duties of an Investment Manager under this Trust Agreement with regard to such investment account.

3.5 Investment Manager Accounts. The Client or named fiduciary, from time to time and in accordance with the provisions of the Plans, may appoint one or more independent Investment Managers, pursuant to a written investment management agreement describing the powers and duties of the Investment Manager, to direct the investment and reinvestment of all or a portion of the Trust Fund or an Investment Fund (hereinafter referred to as an “Investment Account”).

The Client or named fiduciary shall be responsible for ascertaining that while each Investment Manager is acting in that capacity hereunder, the following requirements are satisfied:

(a) The Investment Manager is either (i) registered as an investment adviser under the Investment Advisers Act of 1940; (ii) is not registered as an investment adviser under such Act by reason of paragraph (1) of Section 203A(a) of such Act, is registered as an investment adviser under the laws of the State (referred to in such paragraph (1)) in which it maintains its principal office and place of business, and, at the time the fiduciary last filed the registration form with such State in order to maintain the fiduciary’s registration under the laws of such State, also filed a copy of such form with the Secretary, (iii) a bank as defined in that Act or (iv) an insurance Client qualified to perform the services described in (b) below under the laws of more than one state.

9

(b) The Investment Manager has the power to manage, acquire or dispose of any assets of the Plans for which it is responsible hereunder;

(c) The Investment Manager has acknowledged in writing to the Administrator and the Trustee that he or it is a fiduciary with respect to the Plans within the meaning of Section 3(21)(A) of ERISA.

(d) The Plans provide for the appointment of the Investment Manager in accordance with Section 402(c)(3) of ERISA, and the Investment Manager is appointed as so provided.

(e) Any Investment Manager with authority to invest in assets which will be held outside the jurisdiction of the district courts of the United States is an entity described in ERISA regulations at 29 C.F.R. 2550.404b-1(a)(2)(i).

The Client or named fiduciary shall furnish the Trustee with written notice of the appointment of each Investment Manager hereunder, and of the termination of any such appointment. Such notice shall specify the assets which shall constitute the Investment Account of such Investment Manager. The Trustee shall be fully protected in relying upon the effectiveness of such appointment and the Investment Manager’s continuing satisfaction of the requirements set forth above until it receives written notice from the Client or named fiduciary to the contrary.

The Trustee shall conclusively presume that each Investment Manager, under its investment management agreement, is entitled to act, in directing the investment and reinvestment of the Investment Account for which it is responsible, in its sole and independent discretion and without limitation, except for any limitations which from time to time the Client or named fiduciary and the Investment Manager agree (in writing) shall modify the scope of such authority and notify the Trustee.

The Trustee shall have no liability (i) for the acts or omissions of any Investment Manager (except to the extent the Trustee itself is serving as Investment Manager); (ii) to the

10

extent the Trustee follows directions, including investment directions of an Investment Manager (other than the Trustee) or the Client or named fiduciary, which are given in accordance with this Trust Agreement; (iii) for failing to act in the absence of Investment Manager direction; or (iv) for any loss of any kind which may result by reason of the manner of division of the Trust Fund or Investment Fund into Investment Accounts.

An Investment Manager shall certify, at the request of the Trustee, the value of any securities or other property held in any Investment Account managed by such Investment Manager, and such certification shall be regarded as a direction with regard to such valuation. The Trustee shall be entitled to conclusively rely upon such valuation for all purposes under this Trust Agreement.

Except as otherwise provided in this Trust Agreement, the Investment Manager of an Investment Account shall have the power and authority, to be exercised in its sole discretion at any time and from time to time, to issue orders for the purchase or sale of securities directly to a broker. Written notification of the issuance of each such order shall be given promptly to the Trustee by the Investment Manager and the confirmation of each such order shall be confirmed to the Trustee by the broker. The Trustee shall promptly provide confirmation of each such order to the Recordkeeper, which shall maintain all participant level accounts.

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4. POWERS OF THE TRUSTEE.

4.1 Investment Powers of the Trustee. The Trustee shall have and exercise the following powers and authority (i) over Investment Accounts for which it has express investment management discretion as provided in Section 3.4 or (ii) upon direction of the Investment Manager of an Investment Account or (iii) upon direction of the Administrator: (x) for a Client Managed Account; or (y) for lending to participants in the Plans:

(a) To purchase, receive, or subscribe for any securities or other property and to retain in trust such securities or other property.

(b) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, to enter into standby agreements for future investment, either with or without a standby fee, or otherwise to dispose of any securities or other property at any time held by it.

(c) To settle, compromise or submit to arbitration any claims, debts, or damages, due or owing to or from the trust, to commence or defend suits or legal proceedings and to represent the trust in all suits or legal proceedings in any court of law or before any other body or tribunal.

(d) To trade in financial options and futures, including index options and options on futures and to execute in connection therewith such account agreements and other agreements including contracts for the exchange of interest rates, or investment performance, currencies or other notional principal contracts in such form and upon such terms as the Investment Manager or the Administrator shall direct.

(e) Subject to Section 4.1(g), to exercise all voting rights, tender or exchange rights, any conversion privileges, subscription rights and other rights and powers available in connection with any securities or other property at any time held by it; to oppose or to consent to the reorganization, consolidation, merger, or readjustment of the finances of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities which may at any time be held by it and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions, which may be deemed necessary or advisable by the Investment Manager or Administrator in connection therewith, and to hold and retain any securities or other property which it may so acquire; and to deposit any property with any protective, reorganization or similar committee, and to pay and agree to pay part of the expenses and compensation of any such committee and any assessments levied with respect to property so deposited.

12

(f) To lend to participants in the Plans such amounts and upon such terms and conditions as the Administrator or Recordkeeper may direct. Any such direction shall be deemed to include a certification by the Administrator or Recordkeeper that such lending is in accordance with the provisions of ERISA and the Plans.

(g) To borrow money in such amounts and upon such terms and conditions as shall be deemed advisable or proper by the Administrator or Investment Manager to carry out the purposes of the trust and to pledge any securities or other property for the repayment of any such loan.

(h) To invest all or a portion of the Trust Fund in contracts issued by insurance companies, including contracts under which the insurance company holds Plan assets in a separate account or commingled separate account managed by the insurance company. The Trustee shall be entitled to rely upon any written directions of the Administrator or the Investment Manager under this Section 4.1, and the Trustee shall not be responsible for the terms of any insurance contract that it is directed to purchase and hold or for the selection of the issuer thereof or for performing any functions under such contract (other than the execution of any documents incidental thereto on the instructions of the Administrator or the Investment Manager).

(i) To manage, administer, operate, lease for any number of years, develop, improve, repair, alter, demolish, mortgage, pledge, grant options with respect to, or otherwise deal with any real property or interest therein at any time held by it, and to hold any such real property in its own name or in the name of a nominee, with or without the addition of words indicating that such property is held in a fiduciary capacity, all upon such terms and conditions as may be deemed advisable by the Investment Manager or Administrator.

(j) To renew, extend or participate in the renewal or extension of any mortgage, upon such terms as may be deemed advisable by the Investment Manager or Administrator, and to agree to a reduction in the rate of interest on any mortgage or of any guarantee pertaining thereto in any manner and to any extent that may be deemed advisable by the Investment Manager or Administrator for the protection of the Trust Fund or the preservation of the value of the investment; to waive any default, whether in the performance of any covenant or condition of any mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable by the Investment Manager or Administrator; to exercise and enforce any and all rights of foreclosure, to bid on property in foreclosure, to take a deed in lieu of foreclosure with or without paying consideration therefore, and in connection therewith to release the obligation on the bond secured by such mortgage, and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect to any such mortgage or guarantee.

(k) To hold part of the Trust Fund uninvested, provided that the Trust Fund remains uninvested for no longer than a reasonable period of time up to forty-eight (48) hours unless the Administrator first consented in writing to such failure to invest.

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(l) To employ suitable agents and counsel and to pay their reasonable and proper expenses and compensation.

(m) To purchase and sell foreign exchange and contracts for foreign exchange, including transactions entered into with State Street Bank and Trust Company, its agents or subcustodians.

(n) To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable by the Investment Manager or Administrator.

(o) To register any securities held by it hereunder in its own name, in the name of its nominee, in the name of its agent, or in the name of its agent’s nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity, and to hold any securities in bearer form and to deposit any securities or other property in a depository or clearing corporation.

(p) To make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases, or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers.

(q) To invest at any bank including State Street Bank and Trust Company (i) in any type of interest bearing investments (including, but not limited to savings accounts, money market accounts, certificates of deposit and repurchase agreements) and (ii) in noninterest bearing accounts (including but not limited to checking accounts).

(r) To invest in collective investment funds maintained by State Street Bank and Trust Company or by other banks for the investment of the assets of employee benefit plans qualified under Section 401(a) of the Code, whereupon the instruments establishing such funds, as amended, shall be deemed a part of this Trust Agreement and incorporated by reference herein.

(s) To invest in open-end and closed-end investment companies, regardless of the purposes for which such funds were created, including those managed, serviced or advised by the Trustee, an affiliate of the Trustee, and any partnership, limited or unlimited, joint venture and other forms of joint enterprise created for any lawful purpose.

The Trustee shall transmit promptly to the Administrator or the Investment Manager, as the case may be, all notices of conversion, redemption, tender, exchange, subscription, class action, claim in insolvency proceedings or other rights or powers relating to any of the securities

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in the Trust Fund, which notices are received by the Trustee from its agents or custodians, from issuers of the securities in question and from the party (or its agents) extending such rights. The Trustee shall have no obligation to determine the existence of any conversion, redemption, tender, exchange, subscription, class action, claim in insolvency proceedings or other right or power relating to any of the securities in the Trust Fund of which notice was given prior to the purchase of such securities by the Trust Fund, and shall have no obligation to exercise any such right or power unless the Trustee is informed of the existence of the right or power.

The Trustee shall not be liable for any untimely exercise or assertion of such rights or powers described in the paragraph immediately above in connection with securities or other property of the Trust Fund at any time held by it unless (i) it or its agents or custodians are in actual possession of such securities or property and (ii) it receives directions to exercise any such rights or powers from the Administrator or the Investment Manager, as the case may be, and both (i) and (ii) occur at least three business days prior to the date on which such rights or powers are to be exercised.

If the Trustee is directed by the Administrator or an Investment Manager to purchase securities issued by any foreign government or agency thereof, or by any corporation or other entity domiciled outside of the United States, it shall be the responsibility of the Administrator or Investment Manager, as the case may be, to advise the Trustee in writing with respect to any laws or regulations of any foreign countries or any United States territory or possession which shall apply in any manner whatsoever to such securities, including, without limitation, receipt by the Trustee of dividends, interest or other distributions on such securities.

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All Investment Company shares shall be registered in the name of the Trustee or its nominee. Subject to any requirement of applicable law, the Trustee will transmit to the Recordkeeper or the Administrator, as the case may be, copies of any notices of shareholders’ meetings, proxies and proxy-soliciting materials, prospectuses and the annual or other reports to shareholders, with respect to Investment Company shares held in the Trust Fund. The Trustee shall act in accordance with appropriate directions received from the Recordkeeper or the Administrator, as the case may be, with respect to matters to be voted upon by the shareholders of the Investment Company. Such directions must be in writing on a form approved by the Trustee, signed by the addressee and delivered to the Trustee within the time prescribed by it. The Trustee will not vote Investment Company shares as to which it receives no written directions. For the purposes of this Section, Investment Company means a registered investment company provided that its prospectus offers its shares under the Plan.

4.2 Investment Powers of the Stock Fund Trustee. The Stock Fund Trustee shall have and exercise the powers and authority granted to it under the Publix Super Markets, Inc. 401(k) SMART Trust Number 2.

4.3 Administrative Powers of the Trustee. Notwithstanding the appointment of an Investment Manager, the Trustee shall have the following powers and authority, to be exercised in its sole discretion, with respect to the Trust Fund:

(a) To employ suitable agents, custodians and counsel and to pay their reasonable expenses and compensation.

(b) To appoint ancillary trustees to hold any portion of the assets of the trust and to pay their reasonable expenses and compensation with notice to the Client.

(c) To register any securities held by it hereunder in its own name, in the name of its nominee, in the name of its agent, or in the name of its agent’s nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity, and to hold any securities in bearer form and to deposit any securities or other property in a depository or clearing corporation.

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(d) To make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers.

(e) Generally to do all ministerial acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable in carrying out its duties under this Trust Agreement.

Notwithstanding anything in the Plans or this Trust Agreement to the contrary, the Trustee shall not be required by the Client, the Administrator, Recordkeeper or any Investment Manager to engage in any action, nor make any investment which constitutes a prohibited transaction or is otherwise contrary to the provisions of ERISA or which is otherwise contrary to law or to the terms of the Plans or this Trust Agreement.

The Trustee may consult with legal counsel concerning any question which may arise with reference to this Trust Agreement and its powers and duties hereunder. The written opinion of such counsel shall be full and complete protection of the Trustee in respect to any action taken or suffered by the Trustee hereunder in good faith reliance on said opinion.

5. INDEMNIFICATION.

To the extent permitted by applicable law, the Client shall indemnify and save harmless the Trustee for and from any loss or expense (including reasonable attorneys’ fees) arising (a) out of an authorized action hereunder taken in good faith by the Trustee or any matter as to which this Trust Agreement provides that the Trustee is directed, protected, not liable, or not responsible, (b) out of a Plan intending to qualify yet determined not to qualify as an ERISA 404(c) plan or the inability of a Plan participant or beneficiary to exercise independent control over his account within the meaning of 29 C.F.R. section 2550.404c-1, or (c) by reason of any breach of any statutory or other duty owed to the Plans by the Client, any Employer, the

17

Administrator, the Recordkeeper, the Stock Fund Trustee or any Investment Manager or any delegate of any of them (and for the purposes of this sentence the Trustee shall not be considered to be such a delegate), whether or not the Trustee may also be considered liable for that other person’s breach under the provisions of Section 405(a) of ERISA.

6. SECURITIES OR OTHER PROPERTY.

The words “securities or other property”, used in this Trust Agreement, shall be deemed to refer to any property, real or personal, or part interest therein, wherever situated, including, without limitation, governmental, corporate or personal obligations, trust and participation certificates, partnership interests, annuity or investment contracts issued by an insurance company, leaseholds, fee titles, mortgages and other interests in realty, preferred and common stocks, certificates of deposit, financial options and futures or any other form of option, evidences of indebtedness or ownership in foreign corporations or other enterprises or indebtedness of foreign governments, and any other evidences of indebtedness or ownership, including securities or other property of the Client, even though the same may not be legal investment for trustees under any law other than ERISA.

7. SECURITY CODES.

If the Trustee has issued to the Client, or to any Investment Manager appointed by the Client, security codes or passwords in order that the Trustee may verify that certain transmissions of information, including directions or instructions, have been originated by the Client or the Investment Manager, as the case may be, the Trustee shall be kept indemnified by and be without liability to the Client for any action taken or omitted by it in reliance upon receipt by the Trustee of transmissions of information with the proper security code or password, including communications purporting to be directions or instructions, which the Trustee reasonably believes to be from the Client or Investment Manager.

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8. TAXES AND TRUSTEE COMPENSATION.

The Trustee shall pay out of the Trust Fund all real and personal property taxes, income taxes and other taxes of any and all kinds levied or assessed under existing or future laws against the Trust Fund. Until advised to the contrary by the Administrator, the Trustee shall assume that the Trust is exempt from Federal, State and local income taxes, and shall act in accordance with that assumption. The Administrator shall timely file all Federal, State and local tax and information returns relating to the Plans and Trust.

The Trustee shall be paid such reasonable compensation as shall from time to time be agreed upon by the Client and the Trustee in writing on Schedule 1 of the Bundled Services Agreement. Such compensation and all reasonable and proper expenses of administration of the Trust, including counsel fees, shall be withdrawn by the Trustee out of the Trust Fund unless paid by the Client, but such compensation and expenses shall be paid by the Client if the same cannot by operation of law be withdrawn from the Trust Fund. If, in the performance of this Trust Agreement hereunder, the Trustee holds uninvested cash pending investment or distribution, the Trustee shall incur no liability for the payment of interest thereon to any other party, notwithstanding Trustee’s receipt of “float” from such uninvested cash. Such float shall constitute a part of the Trustee’s overall compensation for performance of its services hereunder. The Client has negotiated with the Trustee and has agreed to allow the Trustee to retain such float income with the knowledge that the Client had the choice to either (i) retain such income for the benefit of the participants of the Plan and incur a higher Trustee fee or (ii) allow the Trustee to retain such float

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income and realize a lower Trustee fee. The Client also agrees that the Recordkeeper may be entitled to share in the float income received by the Trustee as agreed to by the Trustee and the Recordkeeper.

All payments from the Trust Fund under this Article 8 may be made without approval or direction.

9. ACCOUNTS OF THE TRUSTEE.

The Trustee shall maintain or cause to be maintained suitable records, data and information relating to its functions hereunder.

The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other actions hereunder, and such other records as the Administrator shall from time to time direct, as agreed to by the Trustee. Its books and records relating thereto shall be open to inspection and audit at all reasonable times by the Client or its duly authorized representatives and each Investment Manager. The Trustee shall be entitled to reasonable compensation and reimbursement of its reasonable expenses incurred in connection with such audits or inspections.

Within sixty days after the close of each fiscal year of the trust and at more frequent intervals if agreed to by the parties hereto, and within sixty days after the removal or resignation of the Trustee as provided hereunder, the Trustee shall render to the Client a written statement and account showing in reasonable summary the investments, receipts, disbursements, and other transactions engaged in during the preceding fiscal year or period, and setting forth the assets and liabilities of the trust. Accounts maintained by the Administrator or Recordkeeper may be incorporated into Trustee reports. Unless the Client shall have filed with the Trustee written

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exceptions or objections to any such statement and account within the later of ninety days after receipt thereof or receipt by the Client of their audited annual report and except as otherwise required or provided by applicable law, the Client shall be deemed to have approved such statement and account, and in such case or upon written approval by the Administrator of any such statement and account, the Trustee shall be released and discharged with respect to all matters and things embraced in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding in which the Client, all other necessary parties and all persons having any beneficial interest in the Trust Fund were parties.

The Trustee shall determine the fair market value of assets of the Trust Fund based upon valuations provided by Investment Managers, information and financial publications of general circulation, statistical and valuation services, records of security exchanges, appraisals by qualified persons, transactions and bona fide offers in assets of the type in question and other information customarily used in the valuation of property.

The Client or its delegate, each Investment Manager, and the Trustee shall file such descriptions and reports and make such other publications, disclosures, registrations and other filings as are required of them respectively by ERISA.

Nothing contained in this Trust Agreement or in the Plans shall deprive the Trustee of the right to have a judicial settlement of its account. In any proceeding for a judicial settlement of the Trustee’s accounts or for instructions in connection with the trust, the only necessary party thereto in addition to the Trustee shall be the Client, and no participant or other person having or claiming any interest in the Trust Fund shall be entitled to any notice or service of process (except as required by law). Any judgment, decision or award entered in any such proceeding or action shall be conclusive upon all interested persons.

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10. RELIANCE ON COMMUNICATIONS.

The Trustee may rely upon a certification of the Administrator (or any member of the Board, Board Committee or the Committee, if applicable) or the Recordkeeper with respect to any instruction, direction or approval of such Administrator (or any member of the Board, Board Committee or the Committee, if applicable) or the Recordkeeper and may rely upon a certification of the Client as to the membership of the Board, Board Committee or the Committee as it then exists, and may continue to rely upon such certification until a subsequent certification is filed with the Trustee.

The Trustee shall be fully protected in acting upon any instrument, certificate, or paper of the Client, its Board of Directors, the Administrator (or any member of the Board, Board Committee or the Committee, if applicable) or the Recordkeeper, believed by it to be genuine and to be signed or presented by any authorized person, and the Trustee shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as fully authorized by the Client, the Board, Board Committee, Committee or the Recordkeeper, if applicable, as the case may be.

The Trustee shall be further protected in relying upon a certification from any Investment Manager appointed by the Client as to the person or persons authorized to give instructions or directions on behalf of such Investment Manager and may continue to rely upon such certification until a subsequent certification is filed with the Trustee.

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11. RESIGNATION AND REMOVAL OF TRUSTEE.

Any Trustee acting hereunder may resign at any time by giving ninety days’ prior written notice to the Client, which notice may be waived by the Client. The Client may remove the Trustee at any time upon thirty days’ prior written notice to the Trustee, which notice may be waived by the Trustee. In case of the resignation or removal of the Trustee, the Client shall appoint a successor trustee. Any successor trustee shall have the same powers and duties as those conferred upon the Trustee named in this Trust Agreement. The removal of a Trustee and the appointment of a new Trustee shall be by a written instrument delivered to the Trustee. Upon the appointment of a successor trustee, the resigning or removed Trustee shall transfer or deliver the Trust Fund to such successor trustee.

12. AMENDMENT.

This Trust Agreement may be amended by agreement between the Trustee and the Client at any time or from time to time and in any manner, and the provisions of any such amendment may be applicable to the Trust Fund as constituted at the time of the amendment as well as to the part of the Trust Fund subsequently acquired.

13. TERMINATION.

This Trust Agreement and the trust created hereby may be terminated at any time by the Client, and upon such termination or upon the dissolution or liquidation of the Client, in the event that a successor to the Client by operation of law or by the acquisition of its business interests shall not elect to continue the Plans and the trust, the Trust Fund shall be paid out by the Trustee when directed by the Administrator. Notwithstanding the foregoing, the Trustee shall not be required to pay out any assets of the Trust Fund upon termination of the trust until the

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Trustee has received written certification from the Administrator that all provisions of law with respect to such termination have been complied with. The Trustee shall rely conclusively on such written certification, and shall be under no obligation to investigate or otherwise determine its propriety.

14. PARTICIPATION OF OTHER EMPLOYERS.

14.1 Adoption by Other Employers; Withdrawals. The Trust is maintained by the Client for use as the funding vehicle for the Plans which it maintains for various groups of employees and for use as the funding vehicle for the Plans of any Employer.

(a) Any Employer which has been certified to the Trustee by the Client as being authorized and as having adopted the Plans with the consent of the Client may, at any time thereafter, become a party to this Trust Agreement by filing with the Trustee a certified copy of a resolution of its Board of Directors evidencing adoption of such Plans; and

(b) Any Employer which is a party to this Trust Agreement and which has been certified to the Trustee by the Client as having adopted one or more other plans and as being authorized to adopt this Trust as the funding medium for such other plan or plans may, at any time thereafter, adopt this Trust for the purposes of such other plan or plans by filing with the Trustee a certified copy of a resolution of its Board of Directors evidencing its election to do so.

Thereafter, the Trustee shall receive and hold as a part of the Trust Fund, subject to the provisions of this Trust Agreement, any deposits made to it under such Plans by or at the direction of such Employer. Should this paragraph become operative:

(a) In the event of the withdrawal of a Plan from the trust or in the event of the Client’s or an Employer’s election to terminate or to fund separately the benefits provided under any of its Plans, the Client shall cause a valuation to be made of the share of the Trust Fund which is held for the benefit of persons having an interest therein under such Plans. The Trustee shall thereupon segregate and dispose of such share in accordance with the written direction of the Client accompanied by its certification to the Trustee that such segregation and disposition is in accordance with the terms of the Plans and the requirements of the law.

(b) If the Client or any Employer receives notice that one or more of its Plans is no longer qualified under the provisions of Section 401 of the Code or the corresponding provisions

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of any future Federal revenue act and any attempt to correct the disqualifying defect failed or a correction method was unavailable, the Client shall immediately cause a valuation to be made of the share of the Trust Fund which is held for the benefit of such persons having an interest under such disqualified Plan or Plans. The Trustee shall thereupon segregate, withdraw from the Trust Fund, and dispose of such share in accordance with the terms of the disqualified Plan or Plans. The Client may direct the Trustee to dispose of such share by the transfer and delivery of such share to itself as trustee of a separate trust, the terms and conditions of which shall be identical with those of this Trust Agreement, except that either the Client or the Employer maintaining such disqualified Plan or Plans and the Trustee shall be the only parties thereto.

(c) In the event that any group of employees covered by a Plan is withdrawn from such Plan, the Client shall, if required by the terms of such Plan, cause a valuation to be made of the share of the Trust Fund which is held for the benefit of such group of employees. The Trustee shall thereupon segregate and dispose of such share in accordance with the direction of the Client accompanied by its certification to the Trustee that such segregation and disposition is in accordance with the terms of such Plan and the requirements of the law.

The Trustee shall have no duty to see that the valuation of any share in accordance with the provisions of this Section 14.1 is caused to be made by the Client, nor to segregate and dispose of any such share in the absence of the written direction of the Client to do so.

14.2 Powers and Authorities of Other Employers to be Exercised Exclusively by Client. Each Employer, other than the Client, which is or shall become a party to this Trust Agreement, hereby irrevocably gives and grants to the Client full and exclusive power and authority to exercise all of the powers conferred upon it by the terms of this Trust Agreement and to take or refrain from taking any and all action which such Employer might otherwise take or refrain from taking with respect to this Trust Agreement, including the sole and exclusive power to exercise, enforce or waive any rights whatsoever which such Employer might otherwise have with respect to the Trust Fund, and each such Employer, by becoming a party to this Trust Agreement, irrevocably appoints the Client its agent for such purposes. The Trustee shall have no obligation to account to any such Employer or to follow the instructions of or otherwise deal

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with any such Employer, the intention being that the Trustee shall deal solely with the Client as if the Trustee and the Client were the only parties in this Trust Agreement.

15. MISCELLANEOUS.

15.1 Governing Law. To the extent not inconsistent with ERISA, as heretofore or hereafter amended, the contractual provisions of this Trust Agreement shall be governed by and construed in accordance with the laws of the state of Florida and Trustee’s rights, duties, obligations and powers shall be governed by, interpreted and construed in accordance with the Commonwealth of Massachusetts laws governing trusts.

15.2 No Reversion to Employer. Except as provided herein, no portion of the principal or the income of the Trust Fund shall revert to or be recoverable by the Client or any Employer or ever be used for or diverted to any purpose other than for the exclusive benefit of participants in the Plans and persons claiming under or through them pursuant to the Plans, provided, however, that:

(a) all contributions are conditioned upon the deductibility of the contributions under Section 404(a) of the Code, and, to the extent determined to be nondeductible, the Trustee shall, upon written request of the affected Client, return such amount as may be permitted by law to such Client, as appropriate, within one year after the determination of nondeductibility or within such other period as is permitted by applicable law; and

(b) if a contribution or any portion thereof is made by the Client by a mistake of fact, the Trustee shall, upon written request of the Client, return such amounts as may be permitted by law to the Client, as appropriate, within one year after the date of payment to the Trustee or within such other period as is permitted by applicable law; and

(c) if a contribution is conditioned upon the qualification of the Plans and Trust under Sections 401 and 501 of the Code, the contributions of the Client to the Trust for all Plans Years, with the gains and losses thereon, shall be returned by the Trustee to the Client, as appropriate, within one year in the event that the Commissioner of Internal Revenue fails to rule that the Plans and Trust were as of such date qualified and tax-exempt (within the meaning of Sections 401 and 501 of the Code); and

(d) assets may be returned to the Employer to the extent that the law permits such transfer.

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The Trustee shall be under no obligation to return any part of the Trust Fund as provided in this Section 15.2 until the Trustee has received a written certification from the Administrator that such return is in compliance with this Section 15.2, the Plans and the requirements of applicable law. The Trustee shall rely conclusively on such written certification and shall be under no obligation to investigate or otherwise determine its propriety.

15.3 Non-Alienation of Benefits.

(a) No benefit to which a participant or his beneficiary is or may become entitled under a Plan shall at any time be subject in any manner to alienation or encumbrance, nor be resorted to, appropriated or seized in any proceeding at law, in equity or otherwise. No participant or other person entitled to receive a benefit under a Plan shall, except as specifically provided in such Plan, have power in any manner to transfer, assign, alienate or in any way encumber such benefit under such Plan, or any part thereof, and any attempt to do so shall be void.

(b) Notwithstanding the provisions of Article 15.3(a), the Administrator or Recordkeeper shall direct the Trustee to make payments pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of the Code. The Administrator shall establish procedures consistent with Section 414(p) of the Code to determine if any order received by the Administrator or any other fiduciary of the Plan is a Qualified Domestic Relations Order.

(c) Notwithstanding the provisions of Article 15.3(a), the Administrator or Recordkeeper shall direct the Trustee to comply with the lawful terms of a levy of the Internal Revenue Service.

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15.4 Duration of Trust. Unless sooner terminated, the trust created under this Trust Agreement shall continue for the maximum period of time which the laws of the Commonwealth of Massachusetts shall permit.

15.5 No Guarantees. Neither the Client, nor any Employer, nor the Trustee guarantees the Trust Fund from loss or depreciation, nor the payment of any amount which may become due to any person under the Plans or this Trust Agreement.

15.6 Duty to Furnish Information. Both the Client and the Trustee shall furnish to the other any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties imposed under the Plans or this Trust Agreement or otherwise imposed by law.

15.7 Parties Bound. This Trust Agreement shall be binding upon the parties hereto, all participants in the Plans and persons claiming under or through them pursuant to the Plans, and, as the case may be, the heirs, executors, administrators, successors, and assigns of each of them. The provisions of Articles 5 and 7 shall survive termination of the Trust created under this Trust Agreement or resignation or removal of the Trustee for any reason.

In the event of the merger or consolidation of the Client or any Employer or other circumstances whereby a successor person, firm or Client shall continue to carry on all or a substantial part of its business, and such successor shall elect to carry on the provisions of the Plan or Plans applicable to such business, as therein provided, such successor shall be substituted hereunder for the Client or such Employer, as the case may be, upon the filing in writing of its election to do so with the Trustee. The Trustee may, but need not, rely on the certification of an officer of the Client, and a certified copy of a resolution of the Board of Directors of such

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successor, reciting the facts, circumstances and consummation of such succession and the election of such successor to continue the said Plan or Plans as conclusive evidence thereof, without requiring any additional evidence.

15.8 Necessary Parties to Disputes. Necessary parties to any accounting, litigation or other proceedings shall include only the Trustee, the Client and any appropriate Employers and the settlement or judgment in any such case in which the Client, the appropriate Employers and the Trustee are duly served or cited shall be binding upon all participants in the Plans and their beneficiaries and estates, and upon all persons claiming by, through or under them.

15.9 Unclaimed Benefit Payments. If any check or share certificate in payment of a benefit hereunder which has been mailed by regular US mail to the last address of the payee furnished the Trustee by the Client or Recordkeeper is returned unclaimed, the Trustee shall notify the Client or Recordkeeper and shall discontinue further payments to such payee until it receives the further instruction of the Client or Recordkeeper or as provided by the Business Requirements Document in Exhibit 1 of the Administrative Services Agreement.

15.10 Severability. If any provisions of this Trust Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Trust Agreement shall continue to be fully effective.

15.11 References. Unless the context clearly indicates to the contrary, a reference to a statute, regulation, document or provision shall be construed as referring to any subsequently enacted, adopted or executed counterpart.

15.12 Headings. Headings and subheadings in this Trust Agreement are inserted for convenience of reference only and are not to be considered in the construction of its provisions.

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15.13 No Liability for Acts of Predecessor and Successor Trustees. The Trustee shall have no liability for the acts or omissions of any predecessors or successors in office.

15.14 Counterparts. This Trust Agreement may be executed in one or more counterparts, each of which shall constitute an original.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers as of the day and year first above written.

ATTEST:	PUBLIX SUPER MARKETS, INC.
/s/ Tracy D. Christie	BY:	/s/ Linda S. Kane
	ITS:	Assistant Secretary
ATTEST:	STATE STREET BANK AND TRUST COMPANY
/s/ Jessica Helmke	BY:	/s/ Beth Halberstadt
	ITS:	Vice President

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EX-4.13

Exhibit 4.13

PUBLIX SUPER MARKETS, INC.

401(k) SMART TRUST

NUMBER 2

AMENDED AND RESTATED

AS OF JULY 1, 2001

PUBLIX SUPER MARKETS, INC.

401(k) SMART TRUST

NUMBER 2

AMENDED AND RESTATED

AS OF JULY 1, 2001

Table of Contents

Article	Title	Page
I	Definitions	2
II	Name of the Trust	4
III	Maintenance of the Publix Stock Trust Fund	4
IV	Trust Administration	4
V	Investment of the Publix Stock Trust Fund	7
VI	Expenses of Administration of the Plan and the Publix Stock Trust Fund	8
VII	Amendment and Termination	9
VIII	Acceptance of Trust	10
IX	Miscellaneous	10

PUBLIX SUPER MARKETS, INC.

401(k) SMART TRUST

NUMBER 2

AMENDED AND RESTATED

AS OF JULY 1, 2001

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (the “Agreement”) is made and entered into this 11th day of December, 2001, but is effective for all purposes as of July 1, 2001, by and between PUBLIX SUPER MARKETS, INC. (the “Company”) and TINA P. JOHNSON (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Publix Super Markets, Inc. 401(k) SMART Plan (the “Plan”) for the purpose of providing retirement and related benefits to eligible employees of the Company and their beneficiaries; and

WHEREAS, the Plan provides for the establishment and maintenance of trusts for the Primary Trust Fund and the Employer Securities Accounts portion of the Publix Stock Fund; and

WHEREAS, the Company has previously established and maintains the Publix Super Markets, Inc. 401(k) SMART Trust Number 1 to serve as the trust for the Primary Trust Fund; and

WHEREAS, the Company intends to adopt the Defined Contribution Plans Master Trust Agreement as an amendment and restatement of the Publix Super Markets, Inc. 401(k) SMART Trust Number 1 (“Trust Number 1”), under which State Street Bank and Trust Company will serve as Trustee; and

WHEREAS, the Company has previously established and maintains the Publix Super Markets, Inc. 401(k) SMART Trust Number 2 to serve as the trust for the Employer Securities Accounts portion of the Publix Stock Fund (the “Trust” or “Trust Number 2”); and

WHEREAS, the Company is authorized and empowered to amend Trust Number 2; and

WHEREAS, the Company deems it advisable and in the best interests of the Participants to amend and restate Trust Number 2.

NOW, THEREFORE, Trust Number 2 is hereby amended in its entirety to read as follows:

ARTICLE I

Definitions

As used in this Agreement, the following terms shall have the meaning hereinafter set out:

1.1 “Account” or “Accounts” shall mean a Participant’s Savings Contributions Account, Matching Contributions Account, and/or such other accounts as may be established by the Plan Administrator pursuant to section 7.2 of the Plan. The portion of a Participant’s Accounts invested in the Publix Stock Fund may include an Employer Securities Account and an Other Investments Account, as set forth in the Plan.

1.2 “Administrator” shall mean the Plan Administrator.

1.3 “Affiliate” shall mean, with respect to an Employer, any corporation other than such Employer that is a member of a controlled group of corporations, within the meaning of Section 414(b) of the Code, of which such Employer is a member; all other trades or businesses (whether or not incorporated) under common control, within the meaning of Section 414(c) of the Code, with such Employer; any service organization other than such Employer that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which such Employer is a member; any other organization that is required to be aggregated with such Employer under Section 414(o) of the Code.

1.4 “Board of Directors” and “Board” shall mean the board of directors of the Company or, when required by the context, the board of directors of an Employer other than the Company.

1.5 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute. Reference to a specific section of the Code shall include a reference to any successor provision.

1.6 “Company” shall mean Publix Super Markets, Inc. and its successors.

1.7 “Employer” shall mean the Company, Publix Alabama, LLC, PublixDirect LLC, and Publix Asset Management Company, as well as any subsidiary, related corporation, or other entity that adopts this Plan with the consent of the Company.

1.8 “Employer Securities” shall mean common stock, any other type of stock, or any marketable obligation (as defined in Section 407(e) of ERISA) issued by the Company or any Affiliate of the Company.

1.9 “Employer Securities Account” shall mean a subaccount established pursuant to section 7.2 of the Plan with respect to matching contributions and savings contributions invested in common stock of the Company held within the Publix Stock Fund, and adjustments thereto.

2.

1.10 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. Reference to a specific section of ERISA shall include a reference to any successor provision.

1.11 “Matching Contribution Account” shall mean an account established pursuant to section 7.2 of the Plan with respect to contributions to the Plan on behalf of a Participant by an Employer pursuant to section 6.2 of the Plan.

1.12 “Other Investments Account” shall mean a subaccount established pursuant to section 7.2 of the Plan with respect to assets other than common stock of the Company held within the Publix Stock Fund, and adjustments thereto.

1.13 “Participant” shall mean any eligible Employee of an Employer who has become a Participant under Article V of the Plan and shall include any former employee of an Employer who became a Participant under the Plan and who still has a balance in an Account under the Plan or an alternate payee who has become a Participant pursuant to a Qualified Domestic Relations Order as provided by section 15.2(b) of the Plan.

1.14 “Plan” shall mean the Publix Super Markets, Inc. 401(k) SMART Plan, as it may be in effect from time to time.

1.15 “Plan Administrator” shall mean the Company.

1.16 “Plan Year” shall mean the 12-month period ending on each December 31.

1.17 “Primary Trustee” shall mean the individual, individuals, or corporation designated as trustee under Trust Number 1.

1.18 “Primary Trust Fund” shall mean the trust fund established under Trust Number 1.

1.19 “Publix Stock Fund” shall mean, collectively, the assets comprising the Employer Securities Accounts (held by the Publix Stock Fund Trustee) and the assets comprising the Other Investments Accounts (held by the Primary Trustee).

1.20 “Publix Stock Trust Fund” shall mean the trust fund established under this Agreement.

1.21 “Savings Contribution Account” shall mean an account established pursuant to section 7.2 of the Plan with respect to contributions made under salary reduction arrangements pursuant to section 6.1 of the Plan.

1.22 “State Street” shall mean State Street Bank and Trust Company, a trust company organized under the laws of the Commonwealth of Massachusetts.

3.

1.23 “Trust” or “Trust Number 2” shall mean the Publix Super Markets, Inc. 401(k) SMART Trust Number 2, established by the Company pursuant to the Plan to serve as the trust for the Employer Securities Accounts portion of the Publix Stock Fund, as herein set forth and as amended from time to time.

1.24 “Trustee” shall mean the individual, individuals, or corporation designated as trustee under this Agreement or any amendment hereof.

1.25 “Trust Number 1” shall mean the Publix Super Markets, Inc. 401(k) SMART Trust Number 1, established by the Company pursuant to the Plan to serve as the Primary Trust, as amended from time to time.

ARTICLE II

Name of the Trust

The trust established in accordance with the terms hereof shall be known as the “PUBLIX SUPER MARKETS, INC. 401(k) SMART TRUST NUMBER 2.”

ARTICLE III

Maintenance of the Publix Stock Trust Fund

The Company has previously established, pursuant to the Plan, a trust comprised of amounts previously contributed by the Company, together with such other sums of money and property as shall from time to time be paid or delivered to the Trustee, the earnings and profits thereon and any assets into which such funds are converted. The Publix Stock Trust Fund shall be held by the Trustee in trust and dealt with in accordance with the provisions hereof. Except as otherwise permitted by law, in no event shall any part of the principal or income of the Publix Stock Trust Fund be used for or diverted to any purpose whatsoever other than for the exclusive benefit of the Participants and their beneficiaries.

ARTICLE IV

Trust Administration

4.1 Receipt of Contributions. The Trustee may receive from each Employer payments made in Employer Securities as its contributions under the Plan. However, the Trustee shall have no right or duty to inquire into the amount of any contribution made by an Employer or the method used in determining the amount of any such contribution, or to collect the same, but the Trustee shall be accountable only for funds actually received by it.

4.

4.2 Plan Administrator’s Directions. When directed by the Plan Administrator, the Trustee shall make transfers, payments, distributions, and deliveries to or for the account of Participants or their beneficiaries.

4.3 Authorized Actions. The Trustee is authorized to:

(a) borrow money and pledge any Trust property for the payment of any such loan;

(b) settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from this Trust, commence or defend suits or legal or administrative proceedings and represent the Trust in all suits and legal and administrative proceedings; and

(c) make, execute, and deliver as Trustee, with provisions for no individual responsibility, all instruments in writing necessary or appropriate for the exercise of any of its powers of administration; provided, that as a matter of convenience, when the Trustee is two or more persons, any one of such persons may exercise the powers contained in this section 4.3 without the necessity of the other person or persons joining therein.

4.4 Distributions. In making transfers, payments, distributions, and deliveries to, or for the benefit of, the respective Participants, the Trustee shall rely entirely on the directions of the Plan Administrator, and, to the extent permitted by law, the Administrator shall be solely responsible for such directions. The Trustee shall have no dealings with the beneficiaries under this Agreement except under the direction of the Plan Administrator to make payment to them. If and when the Trustee is a corporation, all directions, papers, and communications addressed to it or intended to be filed with it shall be delivered at its principal office.

4.5 Records and Accounts. The Trustee shall keep accurate and detailed accounts on all investments, receipts, disbursements, and other transactions hereunder. All accounts, books, and records relating to this Trust shall be open to inspection and audit at all reasonable times by any person designated by the Plan Administrator.

4.6 Resignation and Removal.

(a) The Company may at any time remove any Trustee acting hereunder by providing written notice to such Trustee, which removal shall take effect on the date therein specified; and any Trustee acting hereunder may at any time resign by providing the Company and the Plan Administrator with a written resignation, which resignation shall take effect on the date therein specified, but not less than thirty (30) days from the date of the giving of such notice unless the Plan Administrator shall agree to an earlier date. The Company may appoint a corporation or an individual or individuals to be successor Trustee hereunder in the place of any removed or resigned Trustee. Any notice required or permitted by this section 4.6(a) shall be deemed given upon the mailing thereof to the appropriate person by certified or registered U.S. mail, return receipt requested, in a properly addressed envelope, postage prepaid.

5.

(b) After receiving notice of removal or after the effective date of resignation, the removed or resigning Trustee shall transfer, pay over, and deliver the Publix Stock Trust Fund to the successor Trustee, or if no successor Trustee be appointed within thirty (30) days from the Trustee’s receipt of notice of removal or within thirty (30) days from the effective date of the Trustee’s resignation, as the case may be, the removed or resigning Trustee shall, upon the expiration of such 30-day period, transfer, pay over, and deliver the Publix Stock Trust Fund to the Plan Administrator, without any responsibility upon the removed or resigning Trustee for any misapplication or to see to the further application or disposition of the Publix Stock Trust Fund by any successor Trustee or the Plan Administrator, as the case may be. Notwithstanding any such transfer, payment, and delivery of the Publix Stock Trust Fund to any successor Trustee or to the Administrator, as the case may be, the removed or resigning Trustee may have its entire account judicially settled and it shall be entitled to the payment out of the Publix Stock Trust Fund of any compensation due to it up to the time of removal or resignation and of any expenses or other disbursements, whether theretofore or thereafter arising, for which the removed or resigning Trustee would be entitled to reimbursement if the Publix Stock Trust Fund had not been so transferred, paid over, and delivered.

4.7 Periodic Accounting.

(a) Within ninety (90) days after the end of each Plan Year, and within sixty (60) days after removal or resignation, the Trustee shall value the Publix Stock Trust Fund and furnish the Plan Administrator with a verified accounting of the Publix Stock Trust Fund for such Plan Year, or for the portion thereof ending with the date of such removal or resignation, which accounting shall include a record of receipts and disbursements, changes in investments, and realized appreciation and depreciation for such year or period, and a statement of assets (showing both book value and fair market value) and liabilities on hand as of the end of such year or period.

(b) Except as otherwise permitted by law, all rights of every Participant and every beneficiary of a Participant under the Plan or this Agreement with relation to the Publix Stock Trust Fund or that may arise against or affect the Trustee shall be enforced exclusively by the Administrator. The Administrator is hereby given the express power and authority to enforce all such rights as a representative of every Participant and beneficiary under the Plan. In any action or proceeding with relation to the Publix Stock Trust Fund or brought by or against the Trustee, the Plan Administrator shall be deemed to represent every interested Participant and beneficiary.

6.

ARTICLE V

Investment of the Publix Stock Trust Fund

5.1 Investment in Employer Securities.

(a) The Publix Stock Trust Fund is designed to invest the Trust assets primarily in Employer Securities, as provided in the Plan, for the benefit of the Participants and their beneficiaries. Accordingly, the Trustee may invest all of the assets of the Publix Stock Trust Fund in Employer Securities.

(b) Upon receipt of a direction from any Participant to purchase Employer Securities for his Employer Securities Account, the Trustee shall purchase, subject to the limitations set forth in section 10.4 of the Plan, such Employer Securities, designating itself as the sole owner of such Employer Securities subject to the Plan and this Agreement, and dealing with such Employer Securities in accordance with the directions of the Plan Administrator, which directions, however, shall be for the exclusive benefit of the Participant directing the purchase of the Employer Securities or the beneficiary or beneficiaries thereof.

(c) Employer Securities may be purchased or otherwise acquired from any source, including any party that might be a party in interest (within the meaning of Section 3(14) of ERISA) or a disqualified person (within the meaning of Section 4975(e) (2) of the Code); provided, however, that if Employer Securities are purchased or acquired from such a party in interest or disqualified person, the Trustee shall neither pay more than adequate consideration (within the meaning of Section 3(18) of ERISA), nor shall pay any commission to any person in connection with such acquisition.

(d) As directed by the Plan Administrator, the Trustee shall from time to time transfer cash to and from Trust Number 1 in connection with purchases and sales of units of Employer Securities.

(e) The Trustee may from time to time receive and hold cash in connection with the Employer Securities in which the assets of the Publix Stock Trust Fund are invested. As directed by the Plan Administrator, the Trustee shall, as soon as practicable, transfer such cash to Trust Number 1 or invest such cash in Employer Securities.

5.2 Powers. To the extent that it is not inconsistent with the investment of the assets of the Publix Stock Trust Fund primarily in Employer Securities and the provisions of section 5.1, in carrying out its duties hereunder, the Trustee (with respect to making and carrying out investment decisions) is authorized and empowered to:

(a) sell, redeem, or otherwise realize the value of any assets of the Publix Stock Trust Fund;

7.

(b) invest and reinvest all or any part of the Publix Stock Trust Fund, the income therefrom, and the increment thereof in any common or preferred stocks, bonds, mortgages, secured or unsecured notes, secured or unsecured debentures, mutual funds, other securities, or commodities; any common trust fund operated by the Trustee (provided that as long as the Trust has any investments in a common fund available only to pension trusts and profit sharing trusts that meet the requirements of Section 401(a) of the Code, then such common trust fund shall constitute an integral part of this Trust and of the Plan); any guaranteed annuity contracts or segregated investments with insurance companies; or property of any kind or nature whatsoever, real, personal, or mixed, including mortgaged real property, without regard to any rule of law or statute designating securities to be held for trust funds; and to hold cash uninvested (or in deposits bearing a reasonable rate of interest, in a bank or other similar institution supervised by the United States or a state, including, if applicable, the Trustee) at any time and from time to time;

(c) without limitation on the foregoing, buy and sell listed options and/or sell covered options and repurchase the same;

(d) vote upon any stocks, bonds, or other securities of any corporation or other issuer held in the Trust (including Employer Securities held pursuant to section 5.1), and otherwise consent to or request any action on the part of such corporation or other issuer, and give general or special proxies or powers of attorneys with or without power of substitution; and

(e) become a party to the reorganization, consolidation, or merger of any corporation, and for such purposes execute any agreements or consents, or participate in or take any steps to effectuate the same, whether or not any specific plans have been formulated therefor and in connection therewith, deposit any such securities with creditors or stockholders’ committees, bodies, or other protective groups, and surrender or exchange any such securities for such debentures, certificates, receipts, agreements, or proceeds as may be issued or paid by such committees, bodies, or groups, or reorganized, consolidated, or merged corporations, and generally exercise all the rights and powers, whether herein enumerated or not, as may be lawfully exercised by persons holding similar property in its own right.

5.3 Written Instruments. The Trustee shall make, execute and deliver, as Trustee, with provisions for no individual liability, all instruments in writing necessary for the exercise of any of the foregoing powers.

ARTICLE VI

Expenses of Administration of the Plan

and the Publix Stock Trust Fund

The Company shall bear all expenses of implementing the Plan and this Trust. For its services, any corporate trustee shall be entitled to receive reasonable compensation for the handling of a retirement trust as set forth in a separate agreement with the Company. Any individual Trustee shall

8.

be entitled to such compensation as shall be arranged between the Company and such individual Trustee by separate instrument; provided, however, that no person who is already receiving full-time pay from any Employer or any Affiliate shall receive compensation from the Publix Stock Trust Fund (except for the reimbursement of expenses properly and actually incurred). The Company may pay all expenses of the administration of the Publix Stock Trust Fund, including the Trustee’s compensation, the expense incurred by the Plan Administrator in discharging its duties, all income or other taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Publix Stock Trust Fund, and any interest that may be payable on money borrowed by the Trustee for the purpose of the Trust and any Employer may pay such expenses as relate to Participants employed by such Employer. Any such payment by the Company or an Employer shall not be deemed a contribution to the Plan. Such expenses shall be paid out of the assets of the Publix Stock Trust Fund unless paid or provided for by the Company or another Employer. Notwithstanding anything contained herein to the contrary, no excise tax or other liability imposed upon the Trustee, the Plan Administrator or anyone else for failure to comply with the provisions of any federal law shall be subject to payment or reimbursement from the assets of the Trust.

ARTICLE VII

Amendment and Termination

7.1 Limitations on Amendments. The Plan and this Trust may be amended or terminated by the Company in accordance with the terms of the Plan and this Trust; provided, however, that no such amendment:

(a) shall have the effect of vesting in any Employer, directly or indirectly, any interest, ownership or control in any of the present or subsequent funds held subject to the terms of this Trust;

(b) shall cause or permit any property held subject to the terms of this Trust to be diverted to purposes other than the exclusive benefit of the Participants and their beneficiaries or for the administration expenses of the Plan Administrator and this Trust;

(c) shall reduce any vested interest of a Participant on the later of the date the amendment is adopted or the date the amendment is effective, except as permitted by law;

(d) shall reduce the Accounts of any Participant;

(e) shall amend any vesting schedule with respect to any Participant who has at least three (3) Years of Service at the end of the election period described below, except as permitted by law, unless each such Participant shall have the right to elect to have the vesting schedule in effect prior to such amendment apply with respect to him, such election, if any, to be made during the period beginning not later than the date the amendment is adopted and ending no earlier than sixty (60) days after the latest of the date the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by his Employer or the Plan Administrator; or

9.

(f) shall increase the duties or liabilities of the Trustee without its written consent.

7.2 Termination or Discontinuance. Any Employer, in its sole and absolute discretion, may permanently discontinue making contributions under the Plan or may terminate the Plan and this Trust (with respect to all Employers if it is the Company, or with respect to itself alone if it is an Employer other than the Company), completely or partially, at any time without any liability whatsoever for such permanent discontinuance or complete or partial termination.

7.3 Method of Discontinuance. In the event an Employer decides to permanently discontinue making contributions, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustee. All of the assets in the Publix Stock Trust Fund belonging to the affected Participants on the date of discontinuance specified in such resolutions shall be held, administered, and distributed by the Trustee in the manner provided under the Plan and this Agreement.

7.4 Method of Termination. In the event an Employer decides to terminate the Plan and this Trust, such decision shall be evidenced by an appropriate resolution of its Board and a certified copy of such resolution shall be delivered to the Plan Administrator and the Trustee. After payment of all expenses and proportional adjustments of individual accounts to reflect such expenses and other changes in the value of the Publix Stock Trust Fund as of the date of termination, each affected Participant (or the beneficiary or beneficiaries of any such Participant) shall be entitled to receive, provided that the requirements set forth in section 14.5(b) of the Plan are met, any amount then credited to his Accounts in a lump sum.

ARTICLE VIII

Acceptance of Trust

The Trustee hereby accepts this trust and agrees to hold all the property now or hereafter constituting the Publix Stock Trust Fund hereunder, subject to all the terms and conditions of this Agreement.

ARTICLE IX

Miscellaneous

9.1 Merger or Consolidation. The Plan and this Trust may not be merged or consolidated with, and the assets or liabilities of the Plan and this Trust may not be transferred to, any other plan or trust unless each Participant would receive a benefit immediately after the merger, consolidation, or transfer of the plan and trust then terminated that is equal to or greater than the benefit the Participant would have received immediately before the merger, consolidation, or transfer if the Plan and this Trust had then terminated.

10.

9.2 Alienation. Except as provided in subsections (b), (c) and (d) of section 15.2 of Article XV of the Plan, and except as provided in Article XI of the Plan, no Participant or beneficiary of a Participant shall have any right to assign, transfer, appropriate, encumber, commute, anticipate or otherwise alienate his interest in the Plan or this Trust or any payments to be made hereunder; no benefits, payments, rights or interests of a Participant or a beneficiary of a Participant of any kind or nature shall be in any way subject to legal process to levy upon, garnish or attach the same for payment of any claim against the Participant or beneficiary of a Participant; and no Participant or beneficiary of a Participant shall have any right of any kind whatsoever with respect to this Trust, or any estate or interest therein, or with respect to any other property or right, other than the right to receive such distributions as are lawfully made out of this Trust, as and when the same respectively are due and payable under the terms of the Plan and this Agreement.

9.3 Governing Law. This Agreement and Declaration of Trust shall be administered, construed, and enforced according to the laws of the State of Florida, except to the extent such laws have been expressly preempted by federal law.

9.4 Action by Employer. Whenever the Company or another Employer under the terms of this Agreement is permitted or required to do or perform any act, it shall be done and performed by or at the direction of the Board of Directors of the Company or such other Employer (or the Executive Committee as authorized by the Board) and shall be evidenced by proper resolution of such Board of Directors (or the Executive Committee as authorized by the Board) certified by the Secretary or Assistant Secretary of the Company or such other Employer.

9.5 Alternative Actions. In the event it becomes impossible for the Company, another Employer, the Plan Administrator, or the Trustee to perform any act required by this Agreement, then the Company, such other Employer, the Plan Administrator, or the Trustee, as the case may be, may perform such alternative act that most nearly carries out the intent and purpose of this Agreement.

9.6 Gender. Throughout this Agreement, and whenever appropriate, the masculine gender shall be deemed to include the feminine and neuter; the singular, the plural; and vice versa.

[Signatures on next page.]

11.

IN WITNESS WHEREOF, the parties have executed this Agreement this 11th day of December, 2001.

ATTEST:		PUBLIX SUPER MARKETS, INC.
By:	/s/ John A. Attaway, Jr.	By:	/s/ William E. Crenshaw
	John A. Attaway, Jr., Secretary		William E. Crenshaw, President
			“COMPANY”

WITNESSES:
/s/ Esther M. Sherrouse	/s/ Tina P. Johnson
	TINA P. JOHNSON
/s/ Patricia Frankenberger
As to Tina P. Johnson	“TRUSTEE”

12.

EX-5.1

Exhibit 5.1

[Trenam Kemker Letterhead]

October 30, 2007

Publix Super Markets, Inc

3300 Publix Corporate Parkway

Lakeland, FL 33811

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 35,000,000 shares of common stock, $1.00 par value (the “Shares”), of Publix Super Markets, Inc., a Florida corporation (the “Company”). The Shares are issuable under the Company’s 401(k) SMART Plan (the “Plan”).

We are familiar with the actions taken by the Company in connection with the proposed issuance of the Shares. For purposes of our opinion, we have examined and relied upon such documents, records, certificates, and other instruments as we have deemed necessary. The opinions expressed below are limited to the laws of the State of Florida.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Securities Act of 1933, as amended.

It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,
TRENAM, KEMKER, SCHARF, BARKIN, FRYE, O’NEILL & MULLIS, P.A.
By:	/s/ Gary I. Teblum
	Gary I. Teblum

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Publix Super Markets, Inc.

The Administrative Committee

Publix Super Markets, Inc. 401(k) SMART Plan:

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 25, 2007, with respect to the statement of net assets available for plan benefits of Publix Super Markets, Inc. 401(k) SMART Plan as of December 31, 2006, and the related statement of changes in net assets available for plan benefits for the year then ended and the related supplemental schedule, which report appears in the December 31, 2006 Annual Report on Form 11-K of Publix Super Markets, Inc. 401(k) SMART Plan.

Carter, Belcourt & Atkinson, P.A.

October 30, 2007

Lakeland, Florida

Certified Public Accountants

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Publix Super Markets, Inc.

The Administrative Committee

Publix Super Markets, Inc. 401(k) SMART Plan:

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 26, 2007, with respect to the consolidated balance sheets of Publix Super Markets, Inc. as of December 30, 2006 and December 31, 2005, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the fiscal years in the three-year period ended December 30, 2006, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of December 30, 2006, and the effectiveness of internal control over financial reporting as of December 30, 2006, which reports appear in the December 30, 2006 Annual Report on Form 10-K of Publix Super Markets, Inc.

Our report refers to the adoption of Statement of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 30, 2006.

We further consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 27, 2006, with respect to the statement of net assets available for plan benefits of Publix Super Markets, Inc. 401(k) SMART Plan as of December 31, 2005, and the related statement of changes in net assets available for plan benefits for the year then ended, which report appears in the December 31, 2006 Annual Report on Form 11-K of Publix Super Markets, Inc. 401(k) SMART Plan.

KPMG LLP

October 30, 2007

Tampa, Florida

Certified Public Accountants