SECOND AMENDMENT TO THE
FLOWERS FOODS, INC.
2001 EQUITY AND PERFORMANCE INCENTIVE PLAN
(as Previously Amended and Restated Effective February 11, 2005)
THIS AMENDMENT is made this 2 nd day of January, 2007, by FLOWERS FOODS, INC., a Georgia
corporation (the “Company”), to the FLOWERS FOODS, INC. 2001 EQUITY AND PERFORMANCE
INCENTIVE PLAN, which has been previously amended and restated (the “Plan”).
WHEREAS, the Company has previously adopted and restated the Plan, and pursuant to Section 18 thereof,
the Company’s Board of Directors (the “Board”) has the authority to amend the Plan, subject in certain cases to
the approval of the Company’s shareholders; and,
WHEREAS, the Board has authorized, by resolution dated November 17, 2006, this amendment of the Plan;
NOW THEREFORE, the Plan is hereby amended as follows, effective as of November 17, 2006:
Section 1 of the Plan is hereby amended by adding the phrase “or Deferred Stock” to the end of the definition
of “Participant” contained in said section.
Section 7 of the Plan is hereby amended by adding the phrase “, if any,” after the phrase “Deferral Period” in
subsection (a) of said section, so that the subparagraph as amended reads as follows:
(a) Each such grant or sale shall constitute the agreement by the Company to deliver shares of the Common
Stock to the Participant in the future in consideration of the performance of services, but subject to the
fulfillment of such conditions during the Deferral Period, if any, as the Board may specify.
Section 7 of the Plan is further amended by adding the phrase “subject to the provisions of Section 24 below,
if . . . ” to the beginning of the second sentence of subsection (c) of said section.
Section 7 of the Plan is further amended by adding the phrase “which may take the form on an election
agreement executed by the Participant and the Company (with respect to grants made as a consequence of the