PUBLIX SUPER MARKETS INC, S-8, 1994-10-07

PUBLIX SUPER MARKETS INC
S-8, 1994-10-07
GROCERY STORES

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1994
Registration Statement No. 33-
================================================================================

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 (I.R.S. Employer
of incorporation or organization) Identification Number)

1936 GEORGE JENKINS BOULEVARD
LAKELAND, FLORIDA 33801
(813) 688-1188
(Address, including zip code,
of Registrant's principal executive offices)

PUBLIX SUPER MARKETS, INC.
401(k) SMART PLAN
(Full title of the plan)

S. KEITH BILLUPS, SECRETARY
PUBLIX SUPER MARKETS, INC.
1936 GEORGE JENKINS BOULEVARD
LAKELAND, FLORIDA 33801
(813) 688-1188
(Name, address, including zip code, and telephone number
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Price Proposed Maximum Aggregate Amount of
to be Registered(1) Registered(1) Per Share(2) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock . . . . . . 10,000,000 shs. $13.00 $130,000,000 $26,000.00
</TABLE>

(1) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of participations in the Publix Super Markets,
Inc. 401(k) SMART Plan.

(2) Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee. Based upon the most recently
available appraisal of the fair market value of the common stock.

================================================================================
<PAGE> 2
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

By this reference, the following documents filed or to be filed by
Publix Super Markets, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:

1. The Company's Annual Report on Form 10-K for the Year Ended
December 25, 1993, as filed with the Commission.

2. The Company's Quarterly Report on Form 10-Q for the Three
Months Ended March 26, 1994, as filed with the Commission.

3. The Company's Quarterly Report on Form 10-Q for the Six Months
Ended June 25, 1994, as filed with the Commission.

4. The description of the Company's Common Stock set forth 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 describing the
Company's Common Stock).

5. The Annual Reports on Form 11-K filed with the Commission in
the future on behalf of the Company's 401(k) SMART Plan.

6. All documents filed by the Company with the Commission
subsequent to the date of this Registration Statement under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, and prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated into and made a
part of this Registration Statement from the date of filing of
such documents with the Commission.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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

II-1

<PAGE> 3
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. Article IV
of the Company's By-laws provides that the Company shall indemnify any
director, officer or employee or any former director, officer or employee to
the full extent permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 The Company's 401(k) SMART Plan

4.2 The Company's 401(k) SMART Trust Number 1

4.3 The Company's 401(k) SMART Trust Number 2

5.1 Opinion of Trenam, Simmons, Kemker, Scharf, Barkin, Frye & O'Neill, Professional Association, as to the
legality of the Common Stock being registered

5.2 The registrant hereby undertakes to submit the 401(k) SMART Plan to the Internal Revenue Service (the
"IRS") in a timely manner to obtain a determination letter from the IRS to the effect that such Plan is
"qualified" under Section 401 of the Internal Revenue Code and hereby undertakes to make all changes, if
any, required by the IRS in order to qualify such Plan.

23.1 Consent of Trenam, Simmons, Kemker, Scharf, Barkin, Frye & O'Neill, Professional Association (contained
in Exhibit 5)

23.2 Consent of KPMG Peat Marwick LLP, independent certified public accountants

24 Powers of Attorney (contained on signature page)

27 Financial Data Schedule (incorporated by reference - see Item 3).
</TABLE>

II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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

(iii) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

(2) That, for purposes of determining any liability under the
Securities Act of 1933, 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.

(3) 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.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934) 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.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.

II-3
<PAGE> 5
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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
6th day of October, 1994.

PUBLIX SUPER MARKETS, INC.

By: /s/ Mark C. Hollis
-------------------------------------------
Mark C. Hollis, President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Publix Super Markets, Inc. (the "Corporation"), a Florida
corporation, for himself or herself and not for one another, does hereby
constitute and appoint S. Keith Billups and Tina P. Johnson, and each of them,
a true and lawful attorney in his or her name, place and stead, in any and all
capacities, to sign his or her name to any and all amendments, including
post-effective amendments, to this registration statement with respect to the
proposed issuance, sale and delivery by the Corporation 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 or herself
hereby ratifies and confirms all that said attorneys or either of them shall
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chairman of the Board, Chief Executive Officer
and Director
/s/ Howard M. Jenkins (Principal Executive Officer) October 6, 1994
------------------------------------
Howard M. Jenkins

President, Chief Operating Officer and October 6, 1994
/s/ Mark C. Hollis Director
------------------------------------
Mark C. Hollis

Chairman of the Executive Committee and
/s/ Charles H. Jenkins, Jr. Director October 6, 1994
------------------------------------
Charles H. Jenkins, Jr.

/s/ Hoyt R. Barnett Executive Vice President and Director October 6, 1994
------------------------------------
Hoyt R. Barnett

Executive Vice President and Director
/s/ William H. Vass (Principal Financial Officer) October 6, 1994
------------------------------------
William H. Vass
</TABLE>

II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>

Executive Vice President and Director
------------------------------------
W. Edwin Crenshaw

/s/ Tina P. Johnson Treasurer and Director October 6, 1994
------------------------------------
Tina P. Johnson

Director
------------------------------------
Carol Jenkins Barnett

Director
------------------------------------
Charles H. Jenkins, Sr.

Director
------------------------------------
E. V. McClurg

Controller
/s/ David P. Phillips (Principal Accounting Officer) October 6, 1994
------------------------------------
David P. Phillips
</TABLE>

The Plan. Pursuant to the requirements of the Securities Act of 1933,
Publix Super Markets, Inc., in its capacity as administrator of the Publix
Super Markets, Inc. 401(k) SMART Plan (the employee benefit plan participations
in which are being registered under this registration statement), 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 6th day of October, 1994.

PUBLIX SUPER MARKETS, INC.
401(k) SMART PLAN

By: PUBLIX SUPER MARKETS, INC.
(As Plan Administrator)

By: /s/ Mark C. Hollis
-----------------------------
Mark C. Hollis, President

II-5
<PAGE> 7
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 The Company's 401(k) SMART Plan

4.2 The Company's 401(k) SMART Trust Number 1

4.3 The Company's 401(k) SMART Trust Number 2

5.1 Opinion of Trenam, Simmons, Kemker, Scharf, Barkin,
Frye & O'Neill, Professional Association, as to the
legality of the Common Stock being registered

5.2 The registrant hereby undertakes to submit the 401(k)
SMART Plan to the Internal Revenue Service (the "IRS")
in a timely manner to obtain a determination letter
from the IRS to the effect that such Plan is "qualified"
under Section 401 of the Internal Revenue Code and
hereby undertakes to make all changes, if any, required
by the IRS in order to qualify such Plan.

23.1 Consent of Trenam, Simmons, Kemker, Scharf, Barkin,
Frye & O'Neill, Professional Association (contained in
Exhibit 5)

23.2 Consent of KPMG Peat Marwick LLP, independent certified
public accountants

24 Powers of Attorney (contained on signature page)

27 Financial Data Schedule (incorporated by reference - see
Item 3).
</TABLE>

<PAGE> 1
EXHIBIT 4.1

PUBLIX SUPER MARKETS, INC.
401(k) SMART PLAN
<PAGE> 2
PUBLIX SUPER MARKETS, INC.
401(k) SMART PLAN

TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE TITLE PAGE
- ------- ----- ----
<S> <C> <C>
I Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

II Establishment and Name of the Plan . . . . . . . . . . . . . . . . . . . . . 16

III Purpose of the Plan and the Trusts . . . . . . . . . . . . . . . . . . . . . 16

IV Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

V Eligibility and Participation . . . . . . . . . . . . . . . . . . . . . . . 19

VI Contributions to the Trust . . . . . . . . . . . . . . . . . . . . . . . . . 20

VII Participants' Accounts and Allocation of Contributions . . . . . . . . . . . 30

VIII Benefits Under the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 36

IX Form and Payment of Benefits, Withdrawals . . . . . . . . . . . . . . . . . 41

X Designated Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

XI Loans to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

XII Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

XIII Expenses of Administration of the Plan and the Trust Fund . . . . . . . . . 48

XIV Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . 49

XV Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
</TABLE>
<PAGE> 3
PUBLIX SUPER MARKETS, INC.
401(k) SMART PLAN

Publix Super Markets, Inc. (the "Company") hereby enters into this
Agreement on this _____ day of _______________, 1994, and establishes this
401(k) plan, effective as of January 1, 1995, to provide supplementary
retirement and other benefits for its employees.

W I T N E S S E T H:

WHEREAS, the Company desires to recognize the contributions made to
its successful operations by its employees, to reward such contributions and to
provide for the retirement of its employees by establishing a 401(k) plan for
those employees who now or may hereafter qualify for participation therein; and

WHEREAS, the officers of the Company have been authorized and directed
by the Board of Directors of the Company to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises, it is agreed 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. A Participant's
Matching Contributions Account, and any portion of his Savings Contributions
Account 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, 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 (other than certain
Family Members as described in the definition of "Highly Compensated
Employees").

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.
<PAGE> 4
1.4 "ACTUAL DEFERRAL PERCENTAGE" shall mean, 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 (other than certain Family
Members as described in the definition of "Highly Compensated Employees").

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 an Employee's first Hour of
Service (or his first 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
savings contributions 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

2.
<PAGE> 5
defined contribution plan maintained by an Employer or an Affiliate;

(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) to the extent required by law, any contributions to
an individual account on behalf of the Participant under Section
401(h) or 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 the New York Stock
Exchange and the home office of any 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. Reference to a specific section of the Code
shall include a reference to any successor provision.

1.14 "COMPANY" shall mean Publix Super Markets, Inc., and its
successors.

1.15 (a) "COMPENSATION" shall mean the regular salaries and
wages, overtime pay, bonuses, commissions and other amounts paid 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, but shall not include automobile allowances, 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 a 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 (or with respect to any period during
which the Employee is not eligible to receive any contribution as
provided in section 5.2 and Article VI) shall be taken into account.

3.
<PAGE> 6
(c) No Compensation in excess of $150,000 (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. For purposes of determining whether Compensation exceeds
$150,000 (adjusted as described above), if any Employee is a Family
Member of a Highly Compensated Employee who is (i) a 5% owner of an
Employer, or (ii) one of the ten Highly Compensated Employees paid the
greatest amount of compensation during the Plan Year, then such Family
Member shall not be considered as a separate Employee and any
compensation paid to such Family Member shall be treated as if it were
paid to or on behalf of the related Highly Compensated Employee.

(d) If Compensation attributable to one or more Family
Members and a related Highly Compensated Employee exceeds $150,000 (as
adjusted) for any Plan Year, each Participant within the aggregation
group who has attained age 19 shall first be credited with an equal
dollar amount of Compensation, which shall not exceed the lesser of
his actual compensation or one-half of $150,000 (as adjusted) for any
Plan Year. If the compensation credited under the preceding sentence
to Participants within the aggregation group who have attained age 19
does not equal $150,000 (as adjusted), the Participant within the
aggregation group who has attained age 19 and who has not been
credited with his total actual compensation then shall be credited
with his additional actual compensation, which shall not exceed the
lesser of his remaining actual compensation or the difference between
$150,000 (as adjusted) and the sum of the compensation credited
pursuant to the preceding sentence. If the compensation credited
under the two immediately preceding sentences to Participants within
the aggregation group who have attained age 19 does not equal $150,000
(as adjusted), the Participants within the aggregation group who have
not attained age 19 shall be credited with proportionate shares of
their compensation, not to exceed, in the aggregate, the difference
between $150,000 (as adjusted) and the sum of the compensation
credited under the two immediately preceding sentences.

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'
Savings Contributions Accounts.

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,

4.
<PAGE> 7
(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.

1.19 "EARNINGS" attributable to any Pooled Investment 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 Pooled
Investment Fund during such a period; and the income earned or the loss
sustained by the Pooled Investment Fund during such period, whether from
investments or from the sale or exchange of assets. The Earnings attributable
to a separate portion of a Segregated Investment Fund credited to the
Participant's Savings Contributions Account for any Valuation Period shall be
determined by multiplying the number of shares of the Segregated Investment
Fund credited to the Participant's Savings Contributions Account by the
difference between the value of each share for the current Valuation Date and
the value of each share as of the most recent preceding Valuation Date. The
Earnings attributable to any portion 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, or that
portion of 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.

1.20 "EFFECTIVE DATE" of this Plan shall mean January 1, 1995.

1.21 "ELIGIBILITY DATE" shall mean the Saturday of the week
(beginning on Saturday and ending the following Friday) during which an
Employee's Anniversary Date occurs, if he has completed his first Year of
Service and has attained age 19 as of the day immediately preceding such
anniversary. If an Employee completes his first Year of Service prior to
reaching age 19, his Eligibility Date shall mean the Saturday of the week (as
specified above) during which the Employee's 19th birthday occurs.

1.22 "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 Eligible 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.

5.
<PAGE> 8
1.23 "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 410(a)(9) of the Code; and

(c) 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 Year is less than $200 (adjusted
under such regulations as may be issued from time to time by the Secretary of
the Treasury).

1.24 "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 (1) the date payment of the
Participant's benefit commences or (2) the date of the Participant's death.

1.25 (a) "EMPLOYEE" shall mean any person employed by an
Employer or an Affiliate other than:

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

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

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

(b) The term "Employee" shall also include any leased
employee of the Employer; provided, however, that contributions or
benefits provided by the leasing organization that are attributable to
services performed for such Employer shall be

6.
<PAGE> 9
treated as provided by such Employer. The preceding sentence shall
not apply to any leased employee if:

(1) leased employees do not constitute more than
twenty percent (20%) of the Employer's Non-Highly Compensated
Employees (as determined without regard to this section
1.25(b)), and

(2) such leased employee is covered by a money
purchase pension plan providing:

(A) a nonintegrated employer
contribution rate of at least 10% of compensation (as
defined in Section 414(n) of the Code),

(B) immediate participation, and

(c) For purposes of section 1.25(b), the term "leased
employee" means any person (other than an employee of the Employer)
who, pursuant to an agreement between the Employer and any other
person, has performed services for the Employer (or for the Employer
and one or more Affiliates) on a substantially full time basis for a
period of at least one year and such services are of a type
historically performed by employees in the business field of such
Employer.

1.26 "EMPLOYER" shall mean the Company and any subsidiary, related
corporation, or other entity that adopts this Plan with the consent of the
Company.

1.27 "EMPLOYER SECURITIES ACCOUNT" shall mean a subaccount which
may be 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.

1.28 "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 "FAMILY MEMBER" of a Highly Compensated Employee, as defined
in section 1.30, shall mean such Employee's spouse, lineal descendant or
ascendant, or the spouse of his lineal descendant or ascendant; provided,
however, that for purposes of determining the $150,000 limit on a Highly
Compensated Employee's Compensation, as described in section 1.15, the term
"Family Member" shall include only the Employee's spouse and his lineal
descendants who have not attained age 19 before the close of the Plan Year.

7.
<PAGE> 10
1.30 "HIGHLY COMPENSATED EMPLOYEE" shall mean any Employee during
the Plan Year or the immediately preceding Plan Year

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

(b) whose Section 415 Compensation was more than $75,000
(adjusted under such regulations as may be issued by the Secretary of
Treasury);

(c) whose Section 415 Compensation was more than $50,000
(adjusted under such regulations as may be issued by the Secretary of
Treasury), and who was a member of the "top paid group." As used
herein, "top paid group" shall mean all Employees who are in the top
20% of the Employer's or an Affiliate's work force on the basis of
Section 415 Compensation paid during the year; or

(d) who was an officer of an Employer or an Affiliate and
received compensation in excess of 50% of the amount in effect under
Section 415(b)(1)(A) of the Code for any such Plan Year (adjusted
under such regulations as may be issued by the Secretary of the
Treasury); provided, however, that in no event shall more than 50
Employees (or, if less, the greater of three Employees or ten percent
(10%) of the Employees) be considered Highly Compensated Employees
merely by reason of their status as officers of an Employer or an
Affiliate, and, provided further, that if no officer of an Employer or
an Affiliate received compensation in excess of 50% of the amount in
effect under Section 415(b)(1)(A) of the Code for such Plan Year, then
the highest paid officer shall be considered a Highly Compensated
Employee.

Notwithstanding the preceding provisions of this section, for purposes of
determining whether an Employee shall be treated as a "Highly Compensated
Employee" for the current Plan Year, an Employee who is not described in
subsection (b), (c) or (d) for the immediately preceding Plan Year shall not be
treated as subject to subsection (b), (c) or (d) unless such Employee is a
member of the group consisting of the 100 Employees paid the greatest Section
415 Compensation during the current Plan Year. The term "Highly Compensated
Employee" shall also mean any former Employee who separated from service (or
was deemed to have separated from service) prior to the Plan Year, performs no
service for an Employer during the Plan Year, and was an actively employed
Highly Compensated Employee in the separation year or any Plan Year ending on
or after the date the Employee attained age 55. For purposes of determining
whether a Participant is a Highly Compensated Employee, if any Employee is a
Family Member of a Highly Compensated Employee who is (i) a 5% owner of an
Employer, or (ii) one of the ten Highly Compensated Employees paid the greatest
amount of Section 415 Compensation during the Plan Year, then such Family
Member shall not be considered as a separate Employee and any Section 415
Compensation paid to such Family Member (and any applicable benefit or
contribution

8.
<PAGE> 11
on behalf of such Family Member) shall be treated as if it were paid to or on
behalf of the related Highly Compensated Employee. For purposes of this
section, each Employee's Section 415 Compensation shall be adjusted as required
by Section 414(q)(7)(B) of the Code.

1.31 (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), 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
1.31(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 1.31(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
1.31(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);

9.
<PAGE> 12
(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 1.31(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 1.31(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 1.31(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

(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
1.31(a)(1), (2), (3), or (4), as the case may be, and under
this section 1.31(a)(5). Crediting of an Hour of Service for
back pay awarded or agreed to with respect to periods
described in sections 1.31(a)(2), (3), and (4) shall be
subject to the limitations set forth in those sections.

The definition set forth in this section 1.31(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 1.31(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

10.
<PAGE> 13
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 1.31(c)(2).

(2) The Hours of Service to be credited to an
Employee under the provisions of section 1.31(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 Hours of Service per day of such absence;
provided, however, that the total number of hours treated as
Hours of Service under this section 1.31(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 1.31(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 1.31(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).

(5) Notwithstanding any other provision of this
section 1.31(c), no credit shall be given under this section
1.31(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 1.31(c)(1) and the number
of days for which there was such an absence.

1.32 "KEY EMPLOYEE" shall mean any Employee or former Employee (and
the beneficiaries of such Employee) who is at any time during the Plan Year (or
was at any time during the four preceding Plan Years)

11.
<PAGE> 14
(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 (i) three Employees or (ii)
10 percent 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;

(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(a)(8), Section 402(h),
or Section 403(b) of the Code.

1.33 "LIMITATION YEAR" shall mean the 12-month period ending each
December 31.

1.34 "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.

1.35 "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).

12.
<PAGE> 15
1.36 "NORMAL RETIREMENT DATE" shall mean the date on which a
Participant attains the age of sixty (60) years.

1.37 "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.

1.38 "OTHER INVESTMENTS ACCOUNT" shall mean a subaccount which may
be established pursuant to section 7.2 with respect to matching contributions
and savings contributions, invested in assets other than common stock of the
Company held within the Publix Stock Fund, and adjustments thereto.

1.39 "PARTICIPANT" shall mean any eligible Employee of an Employer
who participates in the Plan in accordance with the provisions of Article V
and, except as otherwise provided by sections 1.2, 1.3, 1.4, 1.5, 1.15(b), 5.2
and 7.4 and Article VI, 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.

1.40 "PLAN" shall mean the 401(k) plan as herein set forth, as it
may be amended from time to time.

1.41 "PLAN ADMINISTRATOR" shall mean the Company.

1.42 "PLAN YEAR" shall mean the 12-month period ending on December
31.

1.43 "POOLED INVESTMENT FUND" shall mean a Directed Investment Fund
established under Article X, the combined assets of which shall consist of the
common investments of all Participants selecting the Directed Investment Fund.

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 the trust fund established
under the Agreement and Declaration of Trust between the Company and the Publix
Stock Fund Trustee from which the amounts of supplementary compensation
provided by the Plan and invested in common stock of the Company are to be paid
or are to be funded.

13.
<PAGE> 16
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 Publix Stock Fund.

1.48 "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.

1.49 "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).

1.50 "SEGREGATED INVESTMENT FUND" shall mean a Directed Investment
Fund established under Article X, in which the assets of each Participant
selecting the Directed Investment Fund shall be separately invested, and for
which the earnings attributable to such assets shall be separately accounted.

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:

14.
<PAGE> 17
(a) he is a Non-Key Employee for any Plan Year, but
was a Key Employee for any prior Plan Year, or

(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 March 31, June 30, September 30,
and December 31, and such other dates as may be selected by the Plan
Administrator. For purposes of determining interim valuations of any portion
of Participants' Savings Contributions Accounts attributable to any Directed
Investment Fund other than the Publix Stock Fund, the Plan Administrator may
establish an interim Valuation Date on each Business Day.

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, nonforfeitable 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 Article V and 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. For purposes of Article V, an Employee's Years
of Service shall not include any Years of Service prior to a One Year
Break in Service until the Employee completes a Year of Service after
the One Year Break in Service.

15.
<PAGE> 18
(1) 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; and

(2) any Year of Service prior to a One Year Break
in Service if the Participant had no Vested Interest in the
balance of his Accounts at the time of such One Year Break in
Service and if the number of consecutive years in which a One
Year Break in Service occurred equaled or exceeded the greater
of five or the number of Years of Service completed by the
Employee prior thereto (not including any Years of Service not
required to be taken into consideration under the Plan as then
in effect as a result of any prior One Year Break in Service).

(d) For all purposes of this Plan, "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;

(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; and

(3) for persons employed by Wolfson Pharmacy
acquired by the Company on July 31, 1988, service with such
predecessor employer.

ARTICLE II

ESTABLISHMENT AND NAME OF THE PLAN

A 401(k) plan is hereby established in accordance with the terms
hereof and shall 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.

16.
<PAGE> 19
3.2 MISTAKE OF FACT. Notwithstanding the foregoing 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.

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.

17.
<PAGE> 20
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. At least once each year, 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.

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 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

18.
<PAGE> 21
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 and desirable in connection with the
administration of this Plan. 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 EMPLOYEES. Any Employee of an Employer on the
Effective Date of this Plan who has completed one Year of Service and has
attained age 19 shall enter the Plan on such Effective Date.

19.
<PAGE> 22
5.2 ELIGIBILITY AND PARTICIPATION. Thereafter, any Employee of an
Employer shall be eligible to become a Participant in the Plan upon completing
one Year of Service and attaining age 19. Any such eligible Employee shall
enter the Plan as a Participant, if he is still an Employee of an Employer, on
his Eligibility Date. Each Participant shall continue to participate in the
Plan so long as he is employed by an Employer and, for purposes of maintaining
his Accounts, throughout any subsequent period during which he is credited with
a balance in one or more Accounts; provided, however, a Participant who incurs
a One Year Break in Service while remaining employed by an Employer shall not
be treated as an eligible Participant, for purposes of sections 1.2, 1.3, 1.4,
1.5, 1.15(b) and 7.4 and Article VI, during the period beginning as of the
first full pay period following the Participant's Anniversary Date and ending
as of the first full pay period following the Participant's subsequent
completion of a Year of Service.

5.3 FORMER PARTICIPANTS. A Participant who ceases to be an
Employee and who subsequently reenters the employ of an Employer prior to a One
Year Break in Service shall be eligible again to participate on the date of his
reemployment. A Participant who ceases to be an Employee and incurs, or who
ceases to participate as a result of, a One Year Break in Service, and who
subsequently reenters the employ of, or continues his employment with, an
Employer shall be required to complete one Year of Service before becoming
eligible again to participate in the Plan, but upon completion of such Year of
Service, the Participant shall participate from the Saturday of the week during
which he completed such Year of Service. A person who has completed one Year
of Service and attained age 19 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 (or, if later, on his Eligibility Date).

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 (as determined pursuant to section 5.2),
a savings contribution as specified in a written 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

(1) $9,240 (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

20.
<PAGE> 23
(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 and the subsequent period preceding the
date of the refund (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 (after the
application of section 6.1(b)(1)), 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 and the subsequent period preceding the
date of the refund (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).

21.
<PAGE> 24
(c) Any salary reduction agreement shall be executed and
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.

(d) The Administrator shall have the right to require any
Participant to reduce his savings contributions under any such
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 written
notice 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 90 days after the suspension of
savings contributions became effective.

(f) (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 for a
Highly Compensated Employee for the Plan Year shall
be determined by reducing the Actual Deferral Ratio
of the Highly Compensated Employee with the highest
Actual Deferral Ratio to the extent required to

22.
<PAGE> 25
(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.

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

(B) For each Highly Compensated
Employee, the amount of such excess shall be deemed
to equal

(i) the total savings contributions
on behalf of the Participant (determined
prior to the application of this section
6.1(f)), minus

(ii) the amount determined by
multiplying the Participant's Actual Deferral
Ratio (determined after application of this
section 6.1(f)) by his Compensation used in
determining such ratio.

(3) Earnings attributable to excess 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 (and taking into
account the subsequent period preceding the date of the
refund), 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).

(5) In the event that a Highly Compensated
Employee's Actual Deferral Ratio is determined on the basis of
both his contributions and the contributions of his Family
Members, any excess savings contributions and earnings
attributable to such Highly Compensated Employee under this
section 6.1(f) shall be distributed to the Highly Compensated
Employee and his Family Members in proportion to the relative
savings contributions of the Highly Compensated Employee and
his Family Members for the Plan Year.

23.
<PAGE> 26
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
sections 5.2 and 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 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
[as defined in section 8.2(b)], 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) Except as noted in section 6.2(d), 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),
above, 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) In the event that the matching contributions for
Compensated Employees exceed the limitations of section 6.3:

(1) Any nonvested excess matching contributions
(including earnings thereon for the Plan Year to which the
excess matching contributions relate), if any, shall

24.
<PAGE> 27
be forfeited and used to reduce matching contributions under
this section 6.2.

(2) Any vested excess matching contributions
(including earnings thereon for the Plan Year to which the
excess contributions relate), if any, 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
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 matching 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 matching contributions relate.

(3) The amount of such excess matching
contributions for a Highly Compensated Employee for the Plan
Year shall be determined by the following leveling method,
under which the Actual Contribution Ratio of the Highly
Compensated Employee with the highest Actual Contribution
Ratio is reduced to the extent required to

(A) enable the Plan 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 Plan satisfies the
limitations set forth in section 6.3. For each Highly
Compensated Employee, the amount of such excess is equal to
the total matching contributions on behalf of the Employee
(determined prior to the application of this section
6.2(d)(3)) minus the amount determined by multiplying the
Employee's Actual Contribution Ratio (determined after
application of this section 6.2(d)(3)) by his Compensation
used in determining such ratio.

(4) 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.

25.
<PAGE> 28
(5) 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.

(6) 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
(and taking into account the subsequent period preceding the
date of the distribution and/or forfeiture), in a manner
consistent with the provisions of section 7.4 and Treasury
Regulation Section 1.401(m)-1(e)(3)(ii).

(7) In the event that a Highly Compensated
Employee's Actual Contribution Ratio is determined on the
basis of both his matching contributions and the matching
contributions attributable to his Family Members, any excess
contributions and earnings attributable to such Highly
Compensated Employee that are forfeitable and distributable as
provided in sections 6.2(d)(1) and (2) shall be allocated to
the Highly Compensated Employee and his Family Members in
proportion to the relative contributions of the Highly
Compensated Employee and his Family Members that are taken
into account in determining the Highly Compensated Employee's
Actual Contribution Ratio for the Plan Year.

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 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 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 shall not exceed the Actual Deferral
Percentage for the group of all other eligible Employees,
multiplied by 2.0 (or such lesser amount as may be required by
section 6.3(c)); and

26.
<PAGE> 29
(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, 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 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 shall not exceed the
Actual Contribution Percentage for the group of all other
eligible Employees, multiplied by 2.0 (or such lesser amount
as may be required by section 6.3(c)).

(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);

(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) below;

(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) above shall be determined after
any corrections required by sections 6.1

27.
<PAGE> 30
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 the Plan
Year, and

(ii) the lesser of 200% 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 the Plan
Year, and

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

(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

28.
<PAGE> 31
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 7.8, 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). For purposes of determining the Actual
Deferral Ratio and the Actual Contribution Ratio of a Highly
Compensated Employee who is (i) a 5% owner of an Employer, or (ii) one
of the ten Highly Compensated Employees paid the greatest amount of
Compensation during the Plan Year, to the extent required by Section
414(q)(6) of the Code, the elective contributions, matching
contributions, voluntary contributions and compensation of such Highly
Compensated Employee's Family Members shall be considered the elective
contributions, matching contributions, voluntary contributions and
compensation, respectively, of such Highly Compensated Employee.

6.4 MINIMUM TOP HEAVY CONTRIBUTION. For each Plan Year in which
this Plan is a Top Heavy Plan, an eligible Participant (as determined pursuant
to section 5.2) 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 Publix
Super Markets, Inc. Profit Sharing Plan or the Publix Super Markets, Inc.
Employee Stock Ownership Plan 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 Publix Super Markets, Inc. Profit
Sharing Plan, the Publix Super Markets, Inc. Employee Stock Ownership Plan, 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, 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

29.
<PAGE> 32
forfeitures shall be used to increase matching contributions as provided in
section 7.5(b).

6.6 PARTICIPANT CONTRIBUTIONS NOT PERMITTED. 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).

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 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 savings contribution shall be made within ninety (90) days after
it is withheld from a Participant's pay, but not later than twelve (12) months
after the end of the Plan Year in which such withholding occurs.

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 COMMON FUND. Except as otherwise provided in this Plan, or
the Agreements and Declarations of Trust, the assets of the Trusts (or, to the
extent provided in Article X, the assets of any Directed Investment Fund or any
portion of a Directed Investment Fund) shall constitute a common fund in which
each Participant (or each Participant whose Accounts have been invested in such
Fund or portion of such Fund) shall have an undivided interest.

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 establish and maintain with respect to
each Participant's Matching Contributions Account, and any portion of his
Savings Contributions Account invested in the Publix Stock Fund, an Employer
Securities Account and an Other Investments Account, that may further reflect

30.
<PAGE> 33
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.

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, and 7.6. The
balance in the Savings Contributions Account of a Participant shall equal the
aggregate interests of such Account held in the Directed Investment Funds. The
balance in the Matching Contributions Account of a Participant shall equal the
interest of such Account held in the Publix Stock Fund.

7.4 ALLOCATION OF EARNINGS. As of each 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 as follows:

(a) As of each Valuation Date, any portion of the
Participant's Savings Contributions Account that is invested in a
Pooled Investment Fund established under section 10.1 (other than the
Publix Stock Fund) shall be credited or charged, as the case may be,
with a share of the Earnings of such Pooled Investment Fund for the
Valuation Period ending with such current Valuation Date. Each
Participant's share of the Earnings of a Pooled Investment Fund for
any Valuation Period shall be determined by the Plan Administrator on
a weighted average basis, so that each Participant with a balance in
such Pooled Investment Fund shall receive a pro rata share of the
Earnings of such Pooled Investment Fund, taking into account the
period of time that each dollar invested in such Pooled Investment
Fund has been so invested.

(b) As of each Valuation Date, the portion of the
Participant's Savings Contributions Account that is invested in each
Segregated Investment Fund established under section 10.1 shall be
credited or charged, as the case may be, with the Earnings
attributable to the Participant's investment in such Segregated
Investment Fund for the Valuation Period ending with such current
Valuation Date.

(c) As of each Valuation Date, the Participant's Matching
Contributions Account, and any portion of the Participant's Savings
Contributions Account that is invested in the Publix Stock Fund
pursuant to section 10.1, shall be credited or charged, as the case
may be, with the share of the earnings attributable to the
Participant's investment in the Publix Stock Fund for the Valuation
Period ending with such current Valuation Date as follows:

(1) The portions of the Participant's Matching
Contributions Account and Savings Contributions Account
credited to Employer Securities Accounts shall be

31.
<PAGE> 34
credited with the value of any stock dividends, as well as the
aggregate unrealized appreciation or depreciation, for the
Valuation Period ending with such current Valuation Date that
are received on, or attributable to, shares of common stock of
the Company allocated to the Participant's Employer Securities
Accounts.

(2) The portions of the Participant's Matching
Contributions Account and Savings Contributions Account
credited to Other Investments Accounts shall be credited or
charged, as the case may be, with a share of the Earnings of
such Other Investments Accounts for the Valuation Period
ending with such current Valuation Date. Each Participant's
share of the Earnings of an Other Investments Account for any
Valuation Period shall be determined by the Plan Administrator
on a weighted average basis, so that each Participant with a
balance in such Other Investments Account shall receive a pro
rata share of the Earnings of such Other Investments Account,
taking into account the period of time that each dollar
invested in such Other Investments Account has been so
invested.

(3) The Participant's Employer Securities Account
and Other Investments Account attributable to his Matching
Contributions Account (and, to the extent the Participant
elects to invest his savings contributions in the Publix Stock
Fund, his Savings Contributions Account) shall be further
credited and charged with the proceeds of any short-term
interim investments that may be made by the Primary Trustee
during periods prior to purchase dates for the acquisition of
common stock of the Company by the Publix Stock Fund Trustee.

(4) The Participant's Employer Securities Account
and Other Investments Account attributable to his Matching
Contributions Account (and, to the extent the Participant
elects to invest his savings contributions in the Publix Stock
Fund, his Savings Contributions Account) shall be further
adjusted to reflect direct or indirect 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.

7.5 ALLOCATION OF CONTRIBUTIONS. Subject to the provisions of
section 7.8, each Participant's Accounts shall be credited with contributions
made during the Plan Year as follows:

(a) As of each Valuation Date, the Savings Contributions
Account of a Participant shall be credited with any savings
contributions made by his Employer on his behalf with respect

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<PAGE> 35
to one or more dates occurring during the Valuation Period ending with
the Valuation Date.

(b) As of each Valuation Date that is the last day of a
Plan Year, 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 with respect to such Plan Year. In
addition, the Matching Contributions Account of a Participant shall be
credited with any additional matching contributions made, pursuant to
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 sections 5.2 and 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 Publix Super
Markets, Inc. Profit Sharing Plan or the Publix Super Markets, Inc.
Employee Stock Ownership Plan and who meets the additional eligibility
requirements set forth in section 6.4 for such Plan Year shall be
entitled to share in the contribution provided pursuant to section
6.4. Any such contribution for a Plan Year shall be credited, as of
the Valuation Date that is the last day of a Plan Year, to the
Matching Contributions Account of the Participant.

7.6 DISTRIBUTIONS. As of each Valuation Date (unless otherwise
provided hereinabove), 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 during the Valuation Period ending with such
Valuation Date.

7.7 ACCRUAL METHOD. For purposes of all computations required by
this Article VII, the accrual method of accounting shall be used, and the Trust
Funds and the assets therein shall be valued at their fair market value as of
each 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.

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<PAGE> 36
7.8 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 shall not exceed the lesser of $30,000 (or, if greater, one
quarter of the dollar limitation in effect under Section 415(b)(1)(A)
of the Code) or 25% of the Participant's Section 415 Compensation for
such Plan 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
7.8(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 forth in this
section 7.8 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

34.
<PAGE> 37
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) In the event that any Participant participates in
both a defined benefit plan and a defined contribution plan maintained
by his Employer or an Affiliate thereof, then the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Plan Fraction for
any Limitation Year shall not exceed 1.0. For these purposes,

(1) The Defined Benefit Plan Fraction is a
fraction, the numerator of which is the projected annual
benefit of the Participant under the defined benefit plan
determined as of the close of the Limitation Year and the
denominator of which is the lesser of (i) the product of 1.25
times the dollar limitation in effect under Section
415(b)(1)(A) of the Code for such Limitation Year or (ii) the
product of 1.4 times the amount that may be taken into account
under Section 415(b)(1)(B) of the Code with respect to such
Participant for such Limitation Year.

(2) The Defined Contribution Plan Fraction is a
fraction, the numerator of which is the sum of the Annual
Additions to the Participant's Accounts as of the close of the
Limitation Year (less any amount that may be subtracted from
the numerator in accordance with any applicable statutes,
notices or rulings) and the denominator of which is the sum of
the lesser of the following amounts determined for such year
and for each prior Year of Service with the Employer: (i) the
product of 1.25 times the dollar limitation in effect under
Section 415(c)(1)(A) of the Code for such Limitation Year
(determined without regard to Section 415(c)(6) of the Code)
or (ii) the product of 1.4 times the amount that may be taken
into account under Section 415(c)(1)(B) of the Code with
respect to such Participant for such Limitation Year.

(3) The figure "1.0" shall be substituted for the
figure "1.25" set forth in sections 7.8(d)(1) and (2) for each
year in which this Plan is a Top Heavy Plan unless (i) the
defined benefit plan provides a minimum benefit equal to 3% of
each Participant's Compensation times the number of years (not
exceeding 10) the Plan is a Top Heavy Plan or the defined
contribution plan provides a

35.
<PAGE> 38
minimum contribution equal to 4% (7 1/2% if the Participant
participates in both the defined benefit plan and the defined
contribution plan) of each Participant's Section 415
Compensation, and (ii) the present value of the cumulative
accrued benefits (not including rollover contributions made
after December 31, 1983) of the Key Employees for such year
does not exceed 90% of the present value of the accrued
benefits (not including rollover contributions made after
December 31, 1983) under all plans. Such values shall be
determined in the same manner as described in section 1.51.

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.
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; provided, however,
that a Participant who attains age 70 1/2 shall begin receiving
payment of his retirement benefit no later than the April 1 after the
end of the calendar year in which he attains age 70 1/2.

(b) Upon the retirement of a Participant as provided in
section 8.1(a) and subject to adjustment as provided in section 9.3,
such Participant shall be entitled to a retirement benefit in an
amount equal to 100% of the balance in his Accounts as of the
Valuation Date immediately preceding or concurring with the date of
his retirement, increased by the amount of contributions, if any, made
by the Employers to, and decreased by any withdrawals made by the
Participant from, the Participant's Accounts subsequent to such
Valuation Date.

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
and subject to adjustment as provided in section 9.3, such Participant
shall be entitled to a disability benefit in an amount equal to 100%
of the balance in his Accounts as of the Valuation Date immediately
preceding or concurring with the date of the termination of his
employment, increased by the amount of contributions, if any, made by
the Employers to, and decreased by any withdrawals made by the
Participant from, the Participant's Accounts subsequent to such
Valuation Date.

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<PAGE> 39
(b) Total and permanent disability shall mean the total
incapacity of a Participant to perform the usual duties of his
employment with his Employer. A Participant will be deemed to have
incurred a total and permanent disability only if clear and convincing
evidence is received by the Administrator within one hundred eighty
(180) days after the date of the termination of such Participant's
employment, and only if such evidence includes a certification from a
physician who is acceptable to the Plan Administrator and who is
licensed to practice medicine in the State of Florida, pursuant to
Florida Statutes Chapter 458, (or, if a Participant is employed by his
Employer in a State other than Florida, who is licensed to practice
medicine in such State).

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, and subject to adjustment as provided
in section 9.3, such Participant shall be entitled to a severance of
employment benefit in an amount equal to his Vested Interests in the
balance in his Accounts as of the Valuation Date immediately preceding
or concurring with the date of the termination of his employment,
increased by his Vested Interests in the amount of contributions, if
any, made by the Employers to, and decreased by any withdrawals made
by the Participant from, the Participant's Accounts subsequent to such
Valuation Date.

(b) (1) The Vested Interest in the Matching
Contributions Account of each Participant performing at least
one Hour of Service on or after October 1, 1989, shall be a
percentage of the balance of such Matching Contributions
Account as of the applicable Valuation Date, based upon such
Participant's Years of Service as of the date of the
termination of his employment, as follows:

TOTAL NUMBER OF VESTED
YEARS OF SERVICE 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 account as of the applicable Valuation Date, based upon
such Participant's Years of Service as of the date of the
termination of his employment, as follows:

37.
<PAGE> 40
TOTAL NUMBER OF VESTED
YEARS OF SERVICE 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).

(4) Notwithstanding the foregoing, a Participant
shall be 100% vested in his Matching Contributions Account
upon attaining his Normal Retirement Date. A Participant's
vested interest in his Savings Contributions Account shall be
100% regardless of the number of his Years of Service.

(c) 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 as of the Valuation Date
immediately following the fifth such consecutive One Year Break in
Service shall be deemed to be forfeited and such forfeited amount
shall be reallocated, pursuant to the provisions of section 7.5, at
the end of the Plan Year during which the fifth such consecutive One
Year Break in Service occurs. If the Participant continues his
employment with an Employer or an Affiliate, 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 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, and the distribution of such benefit is made
before the Participant incurs a One Year Break in Service,
then upon the occurrence of such distribution, the nonvested
interest of the Participant

38.
<PAGE> 41
in his Matching Contributions Account shall be deemed to be
forfeited and such forfeited amount shall be reallocated,
pursuant to the provisions of section 7.5, at the end of the
Plan Year immediately following or concurring with the date
such distribution occurs.

(2) If the termination of employment results in a
One Year Break in Service, then upon the occurrence of such
One Year Break in Service, the nonvested interest of the
Participant in his Matching Contributions Account as of the
Valuation Date immediately preceding or concurring with the
date of his termination of employment shall be deemed to be
forfeited and such forfeited amount shall be reallocated,
pursuant to the provisions of section 7.5, at the end of the
Plan Year during which the One Year Break in Service occurs.

(3) If a Participant is not vested as to any
portion of his Accounts, he will be deemed to have received a
distribution immediately following his severance of
employment. Upon the occurrence of such deemed distribution,
the nonvested interest of the Participant in his Accounts
shall be deemed to be forfeited and such forfeited amount
shall be reallocated, pursuant to the provisions of section
7.5, at the end of the Plan Year immediately following or
concurring with the date such deemed distribution occurs.

(4) 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 (1) five years after the
Participant's resumption of employment, or (2) 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, or if a Participant whose interest was
forfeited under section 8.3(d)(2) or (3) is reemployed by an
Employer or an Affiliate prior to the occurrence of five
consecutive One Year Breaks in Service, 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

39.
<PAGE> 42
the Participant at the time of forfeiture unadjusted by any
subsequent gains or losses.

(e) Notwithstanding any other provision of this section
8.3, if a Participant is reemployed by an Employer or an Affiliate
before any distribution of benefits occurs, the Participant shall not
be entitled to any severance of employment benefit as a result of his
prior termination of employment.

8.4 DEATH BENEFIT.

(a) In the event of the death of a Participant and
subject to adjustment as provided in section 9.3, his beneficiary
shall be entitled to a death benefit in an amount equal to 100% of the
balance in his Accounts as of the Valuation Date immediately preceding
or concurring with the date of his death, increased by the amount of
contributions, if any, made by the Employers to, and decreased by any
withdrawals made by the Participant from, the Participant's Accounts
subsequent to such Valuation Date.

(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. 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 beneficiaries shall predecease the Participant,
then the Participant's surviving Eligible Spouse, and if none, the
estate of such Participant shall be deemed to be the beneficiary
designated 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 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 spouse. A spouse's consent shall be a restricted
consent (which may not be changed as to the beneficiary unless the
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

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<PAGE> 43
abandoned, and the Participant provides the Plan Administrator with a
court order to such effect.

ARTICLE IX

FORM AND PAYMENT OF BENEFITS, WITHDRAWALS

9.1 TIME FOR DISTRIBUTION OF BENEFITS.

(a) Except as otherwise provided under this Article IX,
the amount of the benefit to which a Participant is entitled under
sections 8.1, 8.2, 8.3, or 8.4 shall be paid to him or, in the case of
a death benefit, shall be paid to said Participant's beneficiary or
beneficiaries, in a lump sum payment as soon as practicable following
the Participant's retirement, disability, severance of employment or
death, as the case may be.

(b) Any distribution paid to a Participant (or, in the
case of a death benefit, to his beneficiary or beneficiaries) pursuant
to section 9.1(a) shall commence not later than the earlier of:

(1) the 60th 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 he reaches age 70 1/2.

(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 $3,500, or unless the
Participant consents to the distribution. The Plan Administrator
shall provide each Participant entitled to a distribution of more than
$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

41.
<PAGE> 44
not consent to a distribution of a benefit in excess of $3,500 to
which he is entitled under sections 8.1, 8.2, or 8.3, the amount of
his benefit shall 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.

9.2 FORM OF PAYMENT. The amount of any benefit to which a
Participant is entitled under Article VIII hereof shall be paid to him in cash;
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 Savings
Contributions Account and Matching Contributions Account and credited to
Employer Securities Accounts shall be distributable, to the extent possible,
in shares of common stock of the Company, except that no fractional shares
shall be issued and the value of any fractional shares to which a Participant
would otherwise be entitled shall be paid in cash.

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. All amounts withdrawn shall be paid to the Participant 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 Savings Contributions Account and, after withdrawal of
the Participant's entire Savings Contributions Account, then from the
Participant's Matching Contributions Account.

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<PAGE> 45
(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 Matching
Contributions Account, as well as any portion of his Savings
Contributions Account that is invested in the Publix Stock Fund (as
described in section 10.1(d)).

(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 MINOR BENEFICIARY. In the event a
distribution is to be made to a beneficiary who is a minor under the laws of
the state in which the beneficiary resides, the Administrator may, in the
Administrator's sole discretion, direct that such distribution be paid to the
legal guardian or custodian of such beneficiary as permitted by the laws of the
state in which said beneficiary resides. If the amount distributable to a
minor beneficiary who is a Florida resident does not exceed $5,000, the
Administrator may direct that payment be made to a natural guardian of the
beneficiary (as defined in Florida Statute Section 744.301, or any successor
statute). If the amount distributable to such a beneficiary residing in
Florida exceeds $5,000, or if payment cannot be made to a natural guardian, the
Administrator may, in its sole discretion, direct that payment be made to (i)
a court appointed guardian of the property of the beneficiary; or (ii) a
custodian for the minor under the Florida Uniform Transfers to Minors Act. A
payment to the legal guardian or custodian of a minor beneficiary shall fully
discharge the Trustee, Employer, and 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

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<PAGE> 46
beneficiary is located subsequent to his benefit being reallocated, such
benefit shall be restored.

ARTICLE X

DESIGNATED INVESTMENTS

10.1 PARTICIPANT DIRECTED INVESTMENTS. On the commencement of his
participation in the Plan, each Participant shall direct the Trustees to invest
his Savings Contributions Account in one or more of the following:

(a) A "Fixed Income Fund," which shall consist of a
portfolio invested in commercial paper, U.S. Government or federal
agency obligations, short-term corporate obligations, bank
certificates of deposit, savings accounts and/or comparable
investments, as may be deemed appropriate by the Plan Administrator,
designed to provide maximum protection of capital with a conservative
rate of return;

(b) A "Growth and Income Fund," which shall consist of a
portfolio invested primarily in common and preferred stocks,
governmental and corporate bonds, and other securities or investment
opportunities, as may be deemed appropriate by the Plan Administrator,
designed to provide for both capital appreciation and current income;

(c) A "Growth Fund," which shall consist of a portfolio
invested primarily in common stocks and such other securities or
investment opportunities, as may be deemed appropriate by the Plan
Administrator, providing for long-term capital appreciation;

(d) A "Company Stock Fund," which shall consist of a
portfolio invested primarily in common stock of the Company; and

(e) Such additional Directed Investment Funds as may be
made available by the Plan Administrator from time to time.

The Plan Administrator may provide each of the Directed Investment Funds
described above through mutual funds, investment contracts, or other
appropriate investment vehicles.

10.2 ELECTION PROCEDURES. Except as may be otherwise provided by
the Agreements and Declarations of Trust or by any contract entered into by a
Trustee or the Plan Administrator with an investment manager appointed to
manage all or any portion of the assets of the Plan, each Participant's
elections described in subsection (a) shall be made in writing upon his
commencement of participation in the Plan.

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<PAGE> 47
(a) A Participant shall designate the percentage of his
savings contributions to be allocated to any Directed Investment Fund.
The Administrator shall establish the minimum percentage that each
Participant may select to be allocated to any Directed Investment Fund
selected by the Participant.

(b) A Participant may revise his election effective as of
the first day of each Valuation Period. The Participant's revised
election shall be effective for contributions made to the Plan after
the effective date of such revision, and may be effective for the
investment of balances previously allocated and remaining credited to
a Participant's Savings Contributions Account.

(c) The Trustees shall make requested investments on
behalf of each Participant within a reasonable period after the
receipt of written directions from the Administrator or the
Participant.

10.3 FAILURE TO DESIGNATE. If a Participant does not specifically
designate the initial investments for all of his Savings Contributions Account,
the Administrator shall not accept his initial salary reduction agreement.

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, investment of Savings Contributions Account
balances in the Company 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. The Participant shall have no right to direct
the investment of his Matching Contributions Account.

ARTICLE XI

LOANS TO PARTICIPANTS

11.1 AVAILABILITY OF LOANS.

(a) The provisions of this Article XI shall be effective
beginning June 1, 1995.

(b) 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 Savings

45.
<PAGE> 48
Contributions Account. 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.

(c) Until otherwise directed by the Administrator, the
Director of Benefits Administration shall be authorized to coordinate
the loan program set forth herein. Applications shall be submitted to
such person on forms obtained from such person.

(d) 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 Account.

(e) The minimum amount that may be borrowed by the
Participant shall be $1,000.

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

(g) The Participant shall not be permitted to maintain
more than one loan at any time.

(h) 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.

46.
<PAGE> 49
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.

(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. The Primary Trust Fund
shall be held by United States Trust Company of New York, 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 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.

47.
<PAGE> 50
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 assets attributable to Directed
Investment Funds (other than the Publix Stock Fund) attributable to
Participants' Savings Contributions Accounts. The Publix Stock Fund Trustee
shall maintain the Publix Stock Fund, which shall include assets attributable
to Participants' Savings Contributions Accounts and Matching Contributions
Accounts.

ARTICLE XIII

EXPENSES OF ADMINISTRATION OF THE PLAN AND THE TRUST FUND

The Company shall bear all expenses of implementing this Plan and the
Trust. 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 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 the 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 the Trust.

48.
<PAGE> 51
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
Trust;

(b) shall cause or permit any property held subject to
the terms of the Trust 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 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 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

(f) shall increase the duties or liabilities of the
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 Trust.

49.
<PAGE> 52
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 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. 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 Trust or permanent discontinuance of
contributions. All such Vested Interests shall be nonforfeitable.

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 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.

(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;

50.
<PAGE> 53
(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.

14.6 INITIAL QUALIFICATION OF PLAN. Notwithstanding the provisions
of section 14.1, if it is finally determined that the Plan does not qualify
initially under the Code, then, in that event, the Plan shall terminate as of
the date of such final determination and the Plan Administrator shall direct
the Trustees to pay the then aggregate of the balances in the Matching
Contributions Accounts to the appropriate Employer (provided such payment is
made within one year after the date of the final determination); and the
balance in a Participant's Savings Contributions Account shall be paid to such
Participant. The Participants and their beneficiaries shall have no further
rights under the Plan, the Trusts or the Trust Funds, and the Trustees shall be
discharged of all obligations and duties under the Trusts.

ARTICLE XV

MISCELLANEOUS

15.1 MERGER OR CONSOLIDATION. This Plan and the Trust may not be
merged or consolidated with, and the assets or liabilities of this Plan and the
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, if 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 this Plan and the Trust had then
terminated.

51.
<PAGE> 54
15.2 ALIENATION.

(a) Except as provided in section 15.2(b), 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 Trust 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 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 the Trust, as and when the
same respectively are due and payable under the terms of this Plan and
the Trust.

(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.

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 the Board of Directors (or an executive
committee of the Board of Directors) of the Company or such other Employer and
shall be evidenced by proper resolution of such Board of Directors certified by
the Secretary or Assistant Secretary of the Company or such other Employer.

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.

52.
<PAGE> 55
IN WITNESS WHEREOF, this Plan has been executed this _____ day of
_______________, 1994.

ATTEST: PUBLIX SUPER MARKETS, INC.

(CORPORATE SEAL)

______________________________ By:________________________
Secretary President

53.

<PAGE> 1
EXHIBIT 4.2

METROPOLITAN LIFE INSURANCE COMPANY
________________________________________________________________________________

PUBLIX SUPER MARKETS, INC.
401(k) SMART TRUST
NUMBER 1

________________________________________________________________________________
TRUST AGREEMENT ASSOCIATED WITH THE METLIFE SAVINGS PLAN PROGRAM
<PAGE> 2
PUBLIX SUPER MARKETS, INC.
401(k) SMART TRUST
NUMBER 1

TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE
<S> <C> <C>
FIRST Name of Trust 2
SECOND Acceptance of Property 2
THIRD Investment of the Trust Fund 2
FOURTH Payments 5
FIFTH Administrative Powers 5
SIXTH Fiduciary Standards and Additional Obligations 7
SEVENTH Expenses of Administration 8
EIGHTH Prohibition of Diversion 8
NINTH Indemnity 9
TENTH Record Keeping, Reporting and Disclosure 9
ELEVENTH Plan Sponsor's Designees 10
TWELFTH Resignation or Removal of Trustee 10
THIRTEENTH Amendment 11
FOURTEENTH Merger or Consolidation 11
FIFTEENTH Termination 11
SIXTEENTH Adopting Employers 12
SEVENTEENTH Alienation 12
EIGHTEENTH Bond 13
NINETEENTH Assignment and Successors 13
TWENTIETH Communications 13
TWENTY-FIRST Defined Terms 13
TWENTY-SECOND Governing Law, Jurisdiction and Venue 14
TWENTY-THIRD Action by Plan Sponsor 14
</TABLE>

________________________________________________________________________________
TRUST AGREEMENT ASSOCIATED WITH THE METLIFE SAVINGS PLAN PROGRAM
<PAGE> 3
PUBLIX SUPER MARKETS, INC.
401(k) SMART TRUST
NUMBER 1

WHEREAS, Publix Super Markets, Inc., as the plan sponsor and the
designated plan administrator of the Publix Super Markets, Inc. 401(k) SMART
Plan (hereinafter referred to as the "Plan Sponsor"), has adopted the Publix
Super Markets, Inc. 401(k) SMART Plan (hereinafter referred to as the "Plan"),
effective as of January 1, 1995, for the purpose of providing retirement and
related benefits to eligible employees of the Plan Sponsor and their
beneficiaries; and

WHEREAS, simultaneously with the execution of this document, the Plan
Sponsor entered into an agreement (hereinafter sometimes referred to as the
"Service Agreement") for the services and products offered by Metropolitan Life
Insurance Company (hereinafter sometimes referred to as "MetLife"), which
services and products are referred to by Metropolitan Life Insurance Company as
the MetLife Savings Plan Program; and

WHEREAS, the Plan provides for the establishment and maintenance of
the Publix Super Markets, Inc. 401(k) SMART Trust Number 1 (hereinafter
sometimes referred to as the "Trust" and the "Trust Fund," and the terms of
which are sometimes referred to as this "Trust Agreement") to which
contributions are to be made by the Plan Sponsor to be held by a trustee and to
be managed, invested and reinvested, to the extent provided in the Plan, in and
among the various investment options offered under the MetLife Savings Plan
Program, for the exclusive benefit of the Plan participants and their
beneficiaries; and

WHEREAS, the Plan further provides for the establishment and
maintenance of the Publix Super Markets, Inc. 401(k) SMART Trust Number 2
(hereinafter sometimes referred to as the "Trust Number 2" and the "Employer
Securities Trust Fund") to which contributions are to be made by the Plan
Sponsor to be held by the trustee of Trust Number 2 and to be managed, invested
and reinvested, to the extent provided in the Plan, in a company stock fund,
for the exclusive benefit of the Plan participants and their beneficiaries; and

WHEREAS, the Plan, this Trust and Trust Number 2 are intended to meet
the applicable requirements of Sections 401(a) and 501(a) of the Internal
Revenue Code (hereinafter referred to as the "Code"); and

________________________________________________________________________________
TRUST AGREEMENT ASSOCIATED WITH THE METLIFE SAVINGS PLAN PROGRAM

1
<PAGE> 4
WHEREAS, UNITED STATES TRUST COMPANY OF NEW YORK and Metropolitan Life
Insurance Company have substantial expertise and experience in the area of
retirement plan administrative and trustee services, and have offered to
perform certain trustee functions; and

WHEREAS, the Plan Sponsor desires to appoint UNITED STATES TRUST
COMPANY OF NEW YORK as Trustee of the Trust; and

WHEREAS, United States Trust Company of New York and Metropolitan Life
Insurance Company have previously entered into an agreement whereby
Metropolitan Life Insurance Company serves as the agent for United States Trust
Company of New York with respect to various trustee duties, responsibilities
and functions required to be performed under the MetLife Savings Plan Program;
and

WHEREAS, the officers of the Plan Sponsor have been authorized and
directed by the Board of Directors of the Plan Sponsor to enter into this Trust
Agreement.

NOW, THEREFORE, the Plan Sponsor hereby appoints United States Trust
Company of New York as the "Trustee" of the Publix Super Markets, Inc. 401(k)
SMART Trust Number 1, acknowledges and agrees that Metropolitan Life Insurance
Company shall serve as the Trustee's agent ("Agent") thereunder, and the Plan
Sponsor and the Trustee hereby enter into this Trust Agreement, as follows.

FIRST: Name of Trust. The trust established in accordance with the
terms hereof shall be known as the "PUBLIX SUPER MARKETS, INC. 401(k) SMART
TRUST NUMBER 1."

SECOND: Acceptance of Property. The Trustee or its Agent shall accept
such cash and other property as is tendered to the Trust Fund as contributions
hereunder (and as is acceptable to it). Neither the Trustee nor its Agent
shall be under any duty to require the Plan Sponsor or any other adopting
employer to contribute to the Trust Fund or to determine whether the amount of
any contribution has been correctly computed under the terms of the Plan.
Except as otherwise provided within any other written agreement between the
Plan Sponsor and the Trustee or MetLife (or as otherwise required by law), the
Trustee and its Agent shall have only such duties with respect to the Plan as
are set forth in this Trust Agreement.

THIRD: Investment of the Trust Fund.

(a) The Plan is designed to invest one or more of each
participant's Accounts, at the election of the participant, among the
investments options available pursuant to the participant directed investment
provisions of the Plan. As provided under the terms of the Service Agreement,
each participant shall be entitled to direct the investment of his 401(k)
Contribution Account (and, if provided by the Plan, his Matching Contribution
Account) through the telephone access system maintained by the Trustee's Agent.
Each investment option offered with respect to participants' 401(k)
Contribution Accounts (and,

________________________________________________________________________________
TRUST AGREEMENT ASSOCIATED WITH THE METLIFE SAVINGS PLAN PROGRAM

2
<PAGE> 5
if provided by the Plan, Matching Contribution Accounts) shall be selected by
the Plan Sponsor. The Trustee shall maintain the investment options identified
in Appendix A/Part 1 as a part of the Trust Fund. Each investment option
identified in Appendix A/Part 1 shall be selected by the Plan Sponsor based on
the information provided by MetLife. The Plan Sponsor may elect to offer
participants other investment options with the approval of MetLife, as provided
within the Service Agreement between the Plan Sponsor and MetLife. The Plan
Sponsor shall provide the Trustee with not less than 90 days prior notice of
its election to offer participants any other investment options.

(b) The Trustee shall transfer to each investment option available
as a part of the Trust Fund such portion of the assets of the Trust
attributable to participants' 401(k) Contribution Accounts (and, if applicable,
participants' Matching Contribution Accounts), and shall invest and reinvest
such assets, as the participants direct in accordance with the specific
provisions of the Plan and the Service Agreement. 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
option shall be credited to and reinvested in such investment option, and all
expenses of the Trust which are properly allocable to a particular investment
option shall be so allocated and charged.

(c) The Trustee is the plan fiduciary referred to in Labor
Regulation Section 2550.404c-1(b)(2)(i)(A), to whom participants may give
investment instructions with respect to their 401(k) Contribution Accounts
(and, if applicable, participants' Matching Contribution Accounts) and who
shall be obligated to comply with any such instructions except as otherwise
provided in said section of the Labor Regulation. Neither the Trustee nor its
Agent shall render investment advice to any person in connection with the
selection of such investments. To the extent provided by Section 404(c) of
ERISA, neither the Plan Sponsor, the Trustee, nor MetLife shall be responsible
for the selection of each participant's investments under the Trust. The Plan
Sponsor and the Trustee, as well as its Agent, shall maintain the Trust in a
manner that will minimize potential liability to each fiduciary of the Plan and
the Trust, as permitted under ERISA Section 404(c), and Title 29 of the U.S.
Code of Federal Regulations ("Labor Reg.") Section 2550.404c-1.

(d) To the extent the investment of the Trust Fund is not
otherwise governed by paragraphs (a), (b), and (c), and unless otherwise
required by ERISA, the regulations promulgated by the Secretary of the
Department of Labor, or the terms of the Plan, the

________________________________________________________________________________
TRUST AGREEMENT ASSOCIATED WITH THE METLIFE SAVINGS PLAN PROGRAM

3
<PAGE> 6
Trustee or its Agent may invest and reinvest the principal and income of the
Trust Fund, without distinction between principal and income, in such
securities or other property, real or personal, within or without the United
States, as it in its sole discretion shall deem proper including, without
limitations, interests and part interests in any bond and mortgage or note and
mortgage and interests and part interests in certificates of deposit,
commercial paper and other short-term or demand obligations, secured or
unsecured, whether issued by governmental or quasi-governmental agencies or
corporations or by any firm or corporation, capital, common and preferred,
voting and nonvoting stock (regardless of dividend or earnings record),
including shares of mutual funds and to hold such securities or property in one
or more funds. Subject to the limitations set forth above, the Trustee or its
Agent may, in its sole discretion, keep such portion of the Trust Fund in cash
and cash balances or hold all or any portion of the Trust Fund in savings
accounts, certificates of deposit, and other types of time or demand deposits
with any appropriate financial institution or quasi-financial institution,
either domestic or foreign (including any such institution operated or
maintained by the Trustee in its corporate capacity) as the Trustee may from
time to time determine to be in the best interests of the Trust Fund.
Notwithstanding the foregoing, unless otherwise authorized by ERISA or by
regulations promulgated by the Secretary of the Department of Labor, the
Trustee shall maintain the indicia of ownership of all securities or other
investments within the jurisdiction of the District Courts of the United
States.

(e) If required in connection with the provisions of paragraphs
(a) through (d) above, the Plan Sponsor may appoint one or more "investment
managers," as defined in Section 3(38) of ERISA. Any investment manager so
appointed shall be (i) an investment adviser registered as such under the
Investment Advisers Act of 1940, (ii) a bank, or (iii) an insurance company
qualified to perform investment management services under the laws of more than
one state of the United States. In the event that the investment manager
appointed hereunder is a bank or a trust company, or an affiliate of a bank or
a trust company, the Trustee or its Agent shall, upon the direction of the Plan
Sponsor, transfer funds to such bank, trust company, or affiliate for
investment through the medium of any fund created and administered by such
bank, trust company, or affiliate, acting as trustee therefor, for the
collective investment of the assets of employee benefit trusts, provided that
such fund is qualified under the applicable provisions of the Code and while
any portion of the assets are so invested, such fund shall constitute part of
the applicable Plan or Plans, and the instrument creating such fund shall
constitute part of this Trust. In order to implement the provisions of this
paragraph, the Trustee and its Agent are authorized to enter into any required
ancillary

________________________________________________________________________________
TRUST AGREEMENT ASSOCIATED WITH THE METLIFE SAVINGS PLAN PROGRAM

4
<PAGE> 7
trust, agency or other type of agreement with an investment manager, or its
affiliate, as described in the preceding sentence, which ancillary agreement
shall be provided to the Plan Sponsor for approval prior to its execution.

(f) Nothing in this provision shall preclude the Plan Sponsor from
investing Plan assets in mutual funds.

(g) The Plan may be designed to invest, to the extent requested by
each participant, such participant's Matching Contribution Account and 401(k)
Contribution Account, in a company stock fund established and maintained within
the Publix Super Markets, Inc. 401(k) SMART Trust Number 2. Alternatively, the
Plan may be designed to invest all of each participant's Matching Contribution
Account, and, to the extent requested by each participant, such participant's
401(k) Contribution Account, in such company stock fund. As required by the
terms of the Service Agreement, the Trustee, and its Agent, shall from time to
time transfer cash to and from Trust Number 2 in order to facilitate purchases
and sales of units attributable to the company stock fund held within Trust
Number 2.

FOURTH: Payments. Subject to the provisions of Article FIFTEENTH
hereof, the Trustee or its Agent shall from time to time transfer cash or, if
permitted by the terms of the Plan, other property from the Trust Fund to, or
for the account of, participants and such other persons, including a receiving
or paying agent designated by the Plan Sponsor, at such addresses, in such
amounts, for such purposes and in such manner as the Plan Sponsor may direct,
provided that such transfer is administratively feasible, and the Trustee and
its Agent shall incur no liability to the extent that any such payment is made
in accordance with the directions of the Plan Sponsor. Except as otherwise
provided by any separate written agreement between the Plan Sponsor and the
Trustee or MetLife, the Plan Sponsor shall be responsible to insure that any
payment made at its direction conforms with the provisions of the Plan, the
provisions of this Trust Agreement and ERISA, and the Trustee shall have no
duty to determine the rights or benefits of any person in the Trust Fund or
under the Plan or to inquire into the right or power of the Plan Sponsor to
direct any such payment.

FIFTH: Administrative Powers.

(a) The Trustee or its Agent is authorized to exercise from time
to time, in its sole discretion (unless otherwise provided), the following
powers with respect to any property, real or personal, of the Trust Fund, it
being intended that these powers be construed in the broadest possible manner,
consistent with the requirements of ERISA:

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(1) the power to engage legal counsel, including counsel
to the Plan Sponsor or the Trustee or its Agent, and any other
suitable agents, in each case upon the written direction or consent of
the Plan Sponsor, and to consult with such counsel or agents with
respect to the construction of this Trust Agreement, the
administration of the Trust Fund, and the duties of the Trustee or
its Agent hereunder;

(2) the power to commence or defend suits or legal
proceedings and to represent the Trust Fund in all suits or legal
proceedings; to settle, compromise or submit to arbitration any
claims, debts or damages due or owing to or from the Trust Fund,
provided that the Trustee or its Agent shall notify the Plan Sponsor
of all such suits, legal proceedings and claims and, except in the
case of a suit, legal proceeding or claim involving solely the
Trustee's or its Agent's actions or omissions to act, shall obtain the
written consent of the Plan Sponsor before settling, compromising or
submitting to binding arbitration any claim, suit or legal proceeding
of any nature whatsoever;

(3) the power to vote upon any securities of any
corporation or other issuer held in the Trust Fund, to otherwise
consent to or request any action on the part of such corporation or
other issuer, to give general or special proxies or powers of
attorneys with or without power of substitution, and to distribute
proxy materials received on each participant directed investment to
the appropriate participant and to follow instructions received from
the participant; and

(4) the power to make, execute and deliver, as Trustee,
any and all deeds, leases, notes, bonds, guarantees, mortgages,
conveyances, contracts, waivers, releases or other instruments in
writing necessary or proper for the accomplishment of any of the
foregoing powers;

(5) the power to transfer assets of the Trust Fund to the
Employer Securities Trust Fund or to a successor trustee of this Trust
Fund as provided in Article TWELFTH;

(6) the power to borrow money and pledge any property of
the Trust Fund for the payment of such loan, in each case upon the
written direction of the Plan Sponsor; and lastly

(7) the power to exercise, generally, any of the powers
which an individual owner might exercise in connection with property
either real, personal or mixed held by the Trust Fund, and to do all
other acts that the Trustee or its Agent may deem necessary or proper
to carry out any of the powers set forth

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<PAGE> 9
in this Article FIFTH or otherwise in the best interests of the Trust
Fund.

(b) Notwithstanding the foregoing, in the event that an investment
manager is appointed pursuant to Article THIRD hereof, such investment manager
shall exercise such of the powers enumerated in this Article FIFTH and
otherwise contained in this Trust Agreement with respect to the portion of the
Trust Fund subject to its control as may be specified in the instrument under
which the investment manager was appointed and to hold and retain any
securities or other property which it may so acquire.

SIXTH: Fiduciary Standards and Additional Obligations. The Trustee
or its Agent (or any investment manager, agent, or trustee, appointed pursuant
to Article THIRD or FIFTH hereof) shall (i) discharge its duties hereunder with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims; (ii) subject to the investment funds specified in the Plan, if any, and
to the extent required by ERISA, diversify the investments of the Trust Fund so
as to minimize the risk of large losses, unless under the circumstances it is
clearly prudent not to do so; and (iii) perform such duties as are specified in
the Plan and this Trust Agreement, and which are specified and/or contemplated
in the Service Agreement, insofar as such provisions are consistent with ERISA.

The Trustee or its Agent (or any investment manager, agent or trustee
appointed pursuant to Article THIRD or FIFTH hereof) shall not engage in any
transaction which it knows or should know violates Section 406 of ERISA.
Notwithstanding the foregoing, the Trustee or its Agent (or any investment
manager, agent or trustee appointed pursuant to Article THIRD or FIFTH hereof)
may, in accordance with any appropriate exemption provided under ERISA or upon
the approval of the Secretary of the Department of Labor, enter into any
transaction otherwise prohibited under Section 406 of ERISA.

Except as otherwise provided herein, or in the Plan or the Service
Agreement, the Trustee or its Agent shall not be responsible for the
administration of the Plan, for determining the funding policy of the Plan or
the adequacy of the Trust Fund to meet and discharge liabilities under the
Plan. Except as otherwise provided in Article NINTH or in the Plan or the
Service Agreement, the Trustee or its Agent shall not be responsible for any
failure of the Plan Sponsor to discharge any of its responsibilities with
respect to the Plan nor be required to enforce payment of any contributions to
the Trust Fund.

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SEVENTH: Expenses of Administration. Except as otherwise
provided by this Trust Agreement and the Service Agreement, the Plan Sponsor
shall bear all expenses of implementing the Plan and this Trust. For its
services, the Trustee and its Agent shall be entitled to receive compensation
in accordance with the terms of "Appendix F" of the Service Agreement (and, as
between the Trustee and its Agent, in accordance with any separate agreement
between the Trustee and MetLife). To the extent consistent with the foregoing,
the Plan Sponsor may pay all direct expenses of the administration of the Trust
Fund, including any Trustee's compensation, the expenses 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 Trust Fund, and any interest that may be payable on money
borrowed by the Trustee for the purpose of the Trust Fund; and any adopting
employer may pay such expenses as relate to participants employed by such
employer. Any such payment by the Plan Sponsor or an adopting employer shall
not be deemed a contribution to the Plan. With the written consent of the Plan
Sponsor, such expenses may be paid out of the assets of the Trust Fund.
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 Fund.

EIGHTH: Prohibition of Diversion.

(a) At no time prior to the satisfaction of all liabilities with
respect to participants in the Plan and their beneficiaries shall any part of
the corpus or income of the Trust Fund be used for, or diverted to, purposes
other than for the exclusive benefit of such participants and their
beneficiaries. Except as provided in paragraphs (b) and (c) below, and Article
THIRTEENTH, the assets of the Trust Fund shall never inure to the benefit of
the Plan Sponsor and shall be held for the exclusive purpose of providing
benefits to participants in the Plan and their beneficiaries and defraying the
reasonable expenses of administering the Plan.

(b) In the case of a contribution that is made by the Plan Sponsor
by a mistake of fact, paragraph (a) above shall not prohibit the return to the
Plan Sponsor of such contribution at the direction of the Plan Sponsor within
one year after the payment of the contribution.

(c) If a contribution by the Plan Sponsor is expressly conditioned
upon the deductibility of the contribution under Section 404 of the Code, then
to the extent such deduction is disallowed, paragraph (a) above shall not
prohibit the return to the Plan Sponsor of such contribution at the direction
of the Plan Sponsor,

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<PAGE> 11
to the extent disallowed, within one year after the date of such disallowance.
Contributions which are not deductible in the taxable year in which made but
are deductible in subsequent taxable years shall not be considered to be
disallowed for purposes of this paragraph (c).

NINTH: Indemnity.

(a) To the extent permitted under ERISA and other applicable law,
the Plan Sponsor shall indemnify and hold harmless the Trustee and its Agent,
their directors, officers, and employees with respect to any and all claims,
liabilities, lawsuits, actions, judgments, settlements, penalties, expenses,
and costs of any kind, including attorneys' fees, resulting from or arising out
of or in connection with the Plan Sponsor's activities hereunder, except to the
extent that it is determined that such claim, liability, lawsuit, action,
judgment, settlement, penalty, expense, or cost was caused by or resulted from
the negligence or willful misconduct of the Trustee or its Agent, their
directors, officers, trustees, employees or agents.

(b) To the extent permitted under ERISA and other applicable law,
the Trustee and its Agent shall indemnify and hold harmless the Plan Sponsor,
its directors, officers, trustees, employees or agents with respect to any and
all claims, liabilities, lawsuits, actions, judgments, settlements, penalties,
expenses, and costs of any kind, including attorneys' fees, resulting from or
arising out of or in connection with the Trustee's, and/or its Agent's,
provision of services or failure to provide services pursuant to this Trust
Agreement, except to the extent that it is determined that such claim,
liability, lawsuit, action, judgment, settlement, penalty, expense, or cost was
caused by or resulted from the negligence or willful misconduct of the Plan
Sponsor, its directors, officers, trustees, employees or agents.

TENTH: Record Keeping, Reporting and Disclosure.

(a) The Trustee or its Agent shall keep accurate, detailed records
of all investments, receipts, disbursements and other transactions relating to
the Trust Fund, which shall be made available at all reasonable times to
persons designated by the Plan Sponsor or as may be required by law. The
Trustee or its Agent shall value the assets of the Trust Fund and render
accountings to the Plan Sponsor annually (and at such additional times required
by the Service Agreement). The Plan Sponsor may approve such accounting at
such times and in such manner, and the liability of the Trustee and its Agent
shall be limited, as provided by the Service Agreement. The Trustee or its
Agent shall render to the Plan Sponsor, at least quarterly, a statement of the
Trust Fund assets and their values and, whenever a contribution is made to the
Trust Fund other than in cash, a statement of the value of such property

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on the date it is received by the Trustee or its Agent. The Trustee or its
Agent shall prepare all additional reports required in order for MetLife to
comply with the terms of the Service Agreement.

(b) Except to the extent otherwise permitted by ERISA or other
applicable law, no person, other than the Plan Sponsor, may require an
accounting or bring any action against the Trustee or its Agent with respect to
the Trust Fund.

(c) Proxy materials received for each participant directed mutual
fund investment sponsored by MetLife or State Street Research & Management
Company, or any other affiliate of MetLife or State Street Research &
Management Company, will be promptly mailed to the appropriate participant by
the Trustee or its Agent, and the Trustee or its Agent will follow instructions
received from the participant with respect to the mutual fund. For any other
separate account investments, the Trustee shall be solely responsible for
exercising any voting rights as authorized by Article FIFTH.

ELEVENTH: Plan Sponsor's Designees. The Treasurer of the Plan
Sponsor shall certify to the Trustee and its Agent the names of the persons
from time to time authorized to act on behalf of the Plan Sponsor as agents
thereof. All directions to the Trustee or its Agent by the persons authorized
to act on behalf of the Plan Sponsor shall be in writing. The Trustee and its
Agent shall be entitled to rely, without further inquiry, upon all such written
directions received from the persons authorized to act on behalf of the Plan
Sponsor.

TWELFTH: Resignation or Removal of Trustee. This Trust
Agreement may be terminated at any time without cause, by the Plan Sponsor upon
at least ninety (90) days prior written notice, and by the Trustee upon at
least one hundred eighty (180) days prior written notice. In the case of the
resignation or removal of the Trustee and its Agent, the Plan Sponsor shall
appoint a successor trustee who shall have the same powers and duties as those
conferred upon the Trustee and its Agent. Upon the resignation or removal of
the Trustee and its Agent and the appointment of a successor trustee, the
Trustee or its Agent shall account for the administration of the Trust Fund up
to the date of its resignation or removal in the manner provided in Article
TENTH hereof and, upon the approval or deemed approval of such account, the
Trustee or its Agent shall transfer to the successor trustee all of the assets
then constituting the Trust Fund. The Trustee or its Agent may transfer such
assets prior to the completion of such accounting if the Plan Sponsor agrees
thereto in writing. The term "Trustee" as used in this Trust Agreement shall
be deemed to apply to any successor trustee acting hereunder. The successor
trustee, and any successor to the trust business of the Trustee by merger,
consolidation or otherwise, shall have all the powers given the originally
named Trustee and its Agent.

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THIRTEENTH: Amendment.

(a) The Board of Directors of the Plan Sponsor may amend all or
any part of this Trust Agreement at any time through the adoption of
appropriate resolutions provided, however, that any amendment shall not be
effective until the instrument of amendment has been agreed to and executed by
the Trustee or its Agent. Any such amendment or modification of this Trust
Agreement may be retroactive if necessary or appropriate to qualify or maintain
the Trust Fund as a part of a plan and trust exempt from Federal income
taxation under Sections 401(a) and 501(a) of the Code, the provisions of ERISA,
or any other applicable provisions of Federal or state law, as now in effect or
hereafter amended or adopted, and any regulations issued thereunder, including,
without limitation, any regulations issued by the United States Treasury
Department or the United States Department of Labor.

(b) Notwithstanding anything contained in this Article THIRTEENTH
to the contrary, no amendment shall divert any part of the Trust Fund to, and
no part of the Trust Fund shall be used for any purpose other than the
exclusive benefit of the participants and their beneficiaries or for the
administration expenses of the plan administrator and this Trust.

FOURTEENTH: 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 of the Plan and this Trust had then
terminated.

FIFTEENTH: Termination. This Trust Agreement, the Trust Fund
hereby created, and the Plan may be terminated at any time by the Plan
Sponsor. In the event the Plan Sponsor decides to terminate this Trust, such
decision shall be evidenced by an appropriate resolution of its Board of
Directors and a certified copy of such resolution shall be delivered to the
Trustee together with a notice of termination. Upon receipt of such notice of
termination, the Trustee or its Agent shall, after payment by the Plan Sponsor
of all expenses reasonably incurred in the administration of the Trust Fund,
including such compensation as the Trustee or its Agent may be entitled to, and
upon approval of the appropriate governmental or quasi-governmental authorities
(if such approval shall be required under applicable law), then distribute the
Trust Fund to such persons or entities, including the Plan Sponsor, at such
time, in such manner, and in such amounts as the Plan Sponsor shall direct,
which direction shall be in conformity with the provisions of the Plan and
ERISA.

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SIXTEENTH: Adopting Employers.

(a) An affiliated corporation of the Plan Sponsor which has
adopted the Plan in accordance with its terms shall become a party to this
Trust Agreement by delivering to the Plan Sponsor and the Trustee or its Agent
a certified copy of a resolution of its Board of Directors to the effect that
it agrees to adopt the Plan, to become a party to this Trust Agreement, and to
be bound by all the terms and conditions of the Plan and this Trust Agreement.
The Plan Sponsor shall have the sole authority to enforce this Trust Agreement
on behalf of any such affiliated corporation and the Trustee or its Agent shall
in no event be required to deal with any such affiliated corporation except by
dealing with the Plan Sponsor, acting as agent for such affiliated corporation.
Irrespective of the number of affiliated corporations which may become parties
to this Trust Agreement, the Trustee or its Agent shall in all respects invest
and administer the Trust Fund as a single fund for investment and accounting
purposes without allocation of any part of the Trust Fund as between the Plan
Sponsor and any such affiliated corporation.

(b) An affiliated corporation which has adopted the Plan shall
cease to be a party to this Trust Agreement as of the date established by the
affiliated corporation; provided, however, that prior to such termination date
the Plan Sponsor shall deliver to the Trustee or its Agent a certified copy of
a resolution of such affiliated corporation's Board of Directors terminating
its participation in the Plan. In such event, or in the event of the merger,
consolidation, sale of property or stock, separation, reorganization or
liquidation of the Plan Sponsor or of any such affiliated corporation, or in
the event of the establishment, modification or continuance of any other
retirement plan which separately or in conjunction with this Plan qualifies
under Section 401(a) of the Code, the Trustee or its Agent shall continue to
hold the portion of the Trust Fund which is attributable to the participation
in the Plan of the employees and their beneficiaries affected by such
termination or by such transaction, and this Trust Agreement shall continue in
force with respect to such portion, until otherwise directed by the Plan
Sponsor, in accordance with the provisions of the Plan and ERISA.

SEVENTEENTH: Alienation. No interest in the Trust Fund shall be
assignable or subject to anticipation, sale, transfer, mortgage, pledge,
charge, garnishment, attachment, bankruptcy or encumbrance or levy of any kind,
and the Trustee or its Agent shall not recognize any attempt to assign, sell,
transfer, mortgage, pledge, charge, garnish, attach or otherwise encumber the
same except to the extent that such attempt is made (1) pursuant to a court
order determined by the Plan Sponsor to be a Qualified Domestic Relations
Order, as defined in Section 414 of the Code and Section 206 of ERISA, or (2)
in connection with any loan made to a participant by

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the Trustee or its Agent pursuant to the terms of the Plan and this Trust as
permitted by Section 4975 of the Code and Section 408 of ERISA.

EIGHTEENTH: Bond. The Trustee or its Agent shall not be required
to give any bond or any other security for the faithful performance of its
duties under this Trust Agreement except as required by law.

NINETEENTH: Assignment and Successors. Except as otherwise
provided in this Article, neither party shall assign its rights or continuing
obligations under this Trust Agreement without the prior written consent of the
other party. Any corporation which shall, by merger, consolidation, purchase
or otherwise, succeed to substantially all the trust business of the Trustee
shall, upon such succession, and without any appointment or other action by any
person, be and become successor trustee hereunder. This Trust Agreement shall
be binding upon the respective successors and assigns of the Plan Sponsor and
the Trustee.

TWENTIETH: Communications. Communications to the Plan Sponsor
shall be addressed to the Plan Sponsor or to its designated agents in care of
the Plan Sponsor, as the case may be, at:

Publix Super Markets, Inc.
1936 George Jenkins Road
Lakeland, FL 33801
Attention: Janet Deal

provided, however, that upon the Plan Sponsor's written request such
communications shall be sent to such other address as the Plan Sponsor may
specify.

Communications to the Trustee or its Agent shall be addressed to:

Metropolitan Life Insurance Company
72 Eagle Rock Avenue
East Hanover, NJ 07936
Attention: Chet Wydrinski

provided; however, that upon the Trustee's or its Agent's written request, such
communications shall be sent to such other address as the Trustee or its Agent
may specify. No communication shall be binding on the Plan Sponsor or the
Trustee or its Agent until it is received by the Plan Sponsor or the Trustee or
its Agent.

TWENTY-FIRST: Defined Terms. Any capitalized term used in this
Trust Agreement that is not defined herein shall have the meaning defined in
the applicable provisions of the Plan or the Service Agreement.

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TWENTY-SECOND: Governing Law, Jurisdiction and Venue. This Trust
Agreement shall be construed in accordance with ERISA and, to the extent not
preempted by ERISA, the laws of the State of Florida. The Trustee and the Plan
Sponsor agree that jurisdiction and venue in any action brought pursuant to
this Trust Agreement to enforce its terms or otherwise with respect to the
relationships between the parties shall properly lie in the Circuit Court of
the Tenth Judicial Circuit of the State of Florida in and for Polk County or in
the United States District Court for the Middle District of Florida, Tampa
Division. Such jurisdiction and venue are merely permissive; jurisdiction and
venue shall also continue to lie in any court where jurisdiction and venue
would otherwise be proper. The parties agree that they will not object that
any action commenced in Lakeland, Florida or Tampa, Florida is commenced in a
forum non conveniens. The Trustee further agrees that it will not remove to
federal court any action in which the Plan Sponsor has brought one or more
claims against the Trustee, unless such action is initially filed by one or
more participants who have made a claim for breach of fiduciary duty against
the Plan Sponsor or any other fiduciary. The parties further agree that the
mailing by certified or registered mail, return receipt requested, of any
process required by any such court shall constitute valid and lawful service of
process against them without the necessity for service by any other means
provided by statute or rule of court.

TWENTY-THIRD: Action by Plan Sponsor. Whenever the Plan Sponsor
under the terms of this Trust Agreement is permitted or required to do or
perform any act, it shall be done and performed by the Board of Directors (or
an Executive Committee of the Board of Directors) of the Plan Sponsor and shall
be evidenced by proper resolution of such Board of Directors certified by the
Secretary or Assistant Secretary of the Plan Sponsor.

IN WITNESS WHEREOF, the Plan Sponsor and the Trustee or its Agent have
executed this instrument this _____ day of _______________, 1994.

UNITED STATES TRUST PUBLIX SUPER MARKETS, INC.
COMPANY OF NEW YORK

By:___________________________ By:___________________________

Title:________________________ Title:________________________
of Metropolitan Life Insurance
Company, its Agent

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<PAGE> 17
ATTEST: ATTEST:

By:___________________________ By:___________________________

Title:________________________ Title:________________________
of Metropolitan Life Insurance
Company, its Agent

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<PAGE> 18
APPENDIX A

FUNDING VEHICLES OFFERED PURSUANT TO
THE SERVICE AGREEMENT BETWEEN
PUBLIX SUPER MARKETS, INC. AND
METROPOLITAN LIFE INSURANCE COMPANY

1. PROGRAM FUNDING VEHICLES

MetLife Guaranteed Fixed Income Account

State Street Research Strategic Portfolios: Moderate

MetLife Stock Market Index Guarantee Account

2. OTHER FUNDING VEHICLES

Publix Stock Fund

Fidelity Contrafund

As required by the terms of the Service Agreement, the Trustee, and its Agent,
shall also maintain a Publix Stock Cash Fund comprised of one or more money
market accounts, as described in Appendix E of the Service Agreement in order
to facilitate purchases and sales of units attributable to the Publix Stock
Fund held within Trust Number 2.

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TRUST AGREEMENT ASSOCIATED WITH THE METLIFE SAVINGS PLAN PROGRAM

<PAGE> 1
EXHIBIT 4.3

PUBLIX SUPER MARKETS, INC.
401(k) SMART TRUST
NUMBER 2
<PAGE> 2
PUBLIX SUPER MARKETS, INC.
401(k) SMART TRUST
NUMBER 2

TABLE OF CONTENTS

ARTICLE TITLE PAGE
- ------- ----- ----

I Definitions . . . . . . . . . . . . . . . . . . . . . 2

II Name of the Trust . . . . . . . . . . . . . . . . . . 4

III Establishment of the Publix Stock Trust Fund . . . . 4

IV Trust Administration . . . . . . . . . . . . . . . . 5

V Investment of the Publix Stock Trust Fund . . . . . . 7

VI Investment Managers . . . . . . . . . . . . . . . . . 10

VII Expenses of Administration of the Plan and the
Publix Stock Trust Fund . . . . . . . . . . . . . . . 10

VIII Amendment and Termination . . . . . . . . . . . . . . 11

IX Acceptance of Trust . . . . . . . . . . . . . . . . . 12

X Miscellaneous . . . . . . . . . . . . . . . . . . . . 12
<PAGE> 3
PUBLIX SUPER MARKETS, INC.
401(k) SMART TRUST
NUMBER 2

THIS AGREEMENT AND DECLARATION OF TRUST (the "Agreement") is made and
entered into this ____ day of October, 1994, but is effective for all purposes
as of January 1, 1995, 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 adopted the Publix Super Markets, Inc. 401(k)
SMART Plan (hereinafter referred to as the "Plan"), effective as of January 1,
1995, for the purpose of providing retirement and related benefits to eligible
employees of the Company and their beneficiaries; and

WHEREAS, the Company will enter into an agreement (hereinafter
referred to as the "Service Agreement") for the services and products offered
by Metropolitan Life Insurance Company (hereinafter sometimes referred to as
"MetLife"), which services and products are referred to by Metropolitan Life
Insurance Company as the MetLife Savings Plan Program; and

WHEREAS, the Plan provides for the establishment and maintenance of
the Publix Super Markets, Inc. 401(k) SMART Trust Number 1 (hereinafter
referred to as "Trust Number 1") to which contributions are to be made by the
Company to be held by the trustee of Trust Number 1 and to be managed, invested
and reinvested, to the extent provided in the Plan, in and among the various
investment options offered under the MetLife Savings Plan Program as set forth
in the Service Agreement, for the exclusive benefit of the Plan participants
and their beneficiaries; and

WHEREAS, the Plan further provides for the establishment and
maintenance of the Publix Super Markets, Inc. 401(k) SMART Trust Number 2
(hereinafter sometimes referred to as the "Trust," "Trust Number 2" and the
"Publix Stock Trust Fund," and the terms of which are sometimes referred to as
this "Trust Agreement") to which contributions are to be made by the Company to
be held by the trustee of Trust Number 2 and to be managed, invested and
reinvested, to the extent provided in the Plan, in a company stock fund, for
the exclusive benefit of the Plan participants and their beneficiaries; and

WHEREAS, the Plan, this Trust and Trust Number 1 are intended to meet
the applicable requirements of Sections 401(a) and 501(a) of the Internal
Revenue Code (hereinafter referred to as the "Code"); and
<PAGE> 4
WHEREAS, the Company desires to appoint Tina P. Johnson as Trustee of
the Trust; and

WHEREAS, the officers of the Company have been authorized and directed
by the Board of Directors of the Company to enter into this Trust Agreement.

NOW, THEREFORE, the Company hereby appoints Tina P. Johnson as the
"Trustee" of the Publix Super Markets, Inc. 401(k) SMART Trust Number 2, and
the Company and the Trustee hereby enter into this Trust Agreement, 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
Contribution Account, Matching Contribution Account, and/or such other accounts
as may be established by the Plan Administrator pursuant to section 7.2 of the
Plan. A Participant's Matching Contribution Account, and any portion of his
Savings Contribution Account 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 (or an executive committee of 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.

2.
<PAGE> 5
1.6 "COMPANY" shall mean Publix Super Markets, Inc., and its
successors.

1.7 "EMPLOYER SECURITIES ACCOUNT" shall mean an account
established pursuant to section 7.2 of the Plan with respect to Employer
Contributions invested in Employer Securities, and adjustments thereto.

1.8 "EFFECTIVE DATE" of this Agreement shall mean January 1, 1995.

1.9 "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.

1.10 "EMPLOYER" shall mean the Company, as well as any subsidiary,
related corporation, or other entity that adopts the Plan with the consent of
the Company.

1.11 "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.

1.12 "INVESTMENT MANAGER" shall mean the individual, individuals,
partnership, corporation or other entity, if any, appointed by the Trustee to
manage all or any portion of the assets of the Plan. Any Investment Manager
shall be (1) registered as an investment advisor under the Investment Advisors
Act of 1940; (2) a bank as defined in such Act; or (3) an insurance company
qualified to perform the services of an investment manager under the laws of
more than one state.

1.13 "MATCHING CONTRIBUTION ACCOUNT" shall mean an account
established pursuant to section 7.2 of the Plan with respect to contributions
to this Plan on behalf of a Participant by an Employer pursuant to section 6.2
of the Plan.

1.14 "METLIFE" shall mean Metropolitan Life Insurance Company.

1.15 "OTHER INVESTMENTS ACCOUNT" shall mean an account established
pursuant to section 7.2 of the Plan with respect to Employer contributions
invested in assets other than Employer Securities and adjustments thereto.

1.16 "PARTICIPANT" shall mean any eligible employee of an Employer
who has become a Participant under 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.

3.
<PAGE> 6
1.17 "PLAN" shall mean the Publix Super Markets, Inc. 401(k) SMART
Plan, as it may be in effect from time to time.

1.18 "PLAN ADMINISTRATOR" shall mean the Company.

1.19 "PLAN YEAR" shall mean the 12-month period ending on December
31.

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 "SERVICE AGREEMENT" shall mean the agreement entered into
between the Company and Metropolitan Life Insurance Company, simultaneous with
the adoption of Trust Number 1, for the services and products offered by
MetLife in connection with MetLife's service as an agent for the Plan
Administrator.

1.23 "TRUST" shall mean the Publix Super Markets, Inc. 401(k) SMART
Trust Number 2, established by the Company as herein set forth.

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 as separately set forth
and as required by the terms of the Plan.

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

ESTABLISHMENT OF THE PUBLIX STOCK TRUST FUND

The Company hereby establishes with the Trustee, pursuant to the Plan,
a trust that shall be comprised of the amounts described in Schedule A attached
hereto and contributed by the Company on the date set forth in Schedule A,
hereby delivered to the Trustee, together with such other sums of money and
property as shall from

4.
<PAGE> 7
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 AND MERGED ASSETS. The Trustee shall
receive from each Employer the payments made, in cash or Employer Securities,
as its contributions under the Plan and shall perform such duties as are
specified under the Plan and in this Agreement. 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.

4.2 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;

(c) employ suitable Investment Managers, agents and
counsel (who may be counsel for an Employer), and pay their reasonable
expenses and compensation; and

(d) 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.

5.
<PAGE> 8
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.

(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

6.
<PAGE> 9
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.

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
each Participant's Matching Contribution Account (and, at the election
of the Participant, his Savings Contribution Account) primarily in,
and hold, 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) 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

7.
<PAGE> 10
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.

(c) As required by the terms of Appendix E of the Service
Agreement and as directed by the Plan Administrator (or by MetLife as
its agent), 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.

5.2 INVESTMENT IN OTHER ASSETS.

(a) The Plan Administrator, at its discretion, may
establish in writing a funding policy and method for the Plan and this
Trust, if it determines that the Trustee should invest a substantial
portion of the Trust assets in investments other than Employer
Securities. Any such funding policy shall be reviewed at least once
each year. All actions taken with respect to such funding policy and
the reasons therefor shall be recorded in writing by the Plan
Administrator.

(b) The responsibility for all investments in assets
other than Employer Securities held as part of the Publix Stock Trust
Fund shall be that of the Trustee, unless one or more Investment
Managers have been appointed, in which event the responsibility for
such investments shall be allocated between the Trustee and the
Investment Managers in accordance with the written direction of the
Trustee and the Trustee and each Investment Manager shall have no
responsibility for each other's investment decisions.

(c) Investment decisions made by any Investment Manager
shall be communicated to the Trustee, and shall be carried out
forthwith either by the Investment Manager or its agent or by the
Trustee acting upon the direction of the Investment Manager.

5.3 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 sections 5.1 and 5.2, in carrying out their
duties hereunder, each Investment Manager, if any, (with respect to making and
carrying out its investment decisions) and the Trustee (with respect to
carrying out the decisions of an Investment Manager or, to the extent there is
none, with respect to making and carrying out investment decisions) are
authorized and empowered to:

8.
<PAGE> 11
(a) sell, redeem or otherwise realize the value of any
assets of the Publix Stock Trust Fund;

(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
their own right.

5.4 WRITTEN INSTRUMENTS. The Trustee and each Investment Manager
shall make, execute and deliver, as Trustee or Investment Manager, as the case
may be, with provisions for no individual liability, all instruments in writing
necessary for the exercise of any of the foregoing powers.

9.
<PAGE> 12
ARTICLE VI

INVESTMENT MANAGERS

6.1 APPOINTMENT. The Trustee may appoint one or more Investment
Managers to manage all or part of the assets of the Publix Stock Trust Fund
that are not invested in Employer Securities; each such appointment shall
specify the particular assets of the Publix Stock Trust Fund to be managed by
such Investment Manager.

6.2 WRITTEN ACCEPTANCE. Before any such appointment becomes
effective, any Investment Manager so appointed shall accept such designation in
writing and, as part of such acceptance, shall acknowledge that it is a
fiduciary with respect to the Plan.

6.3 RESIGNATION AND REMOVAL. The Trustee may at any time remove an
Investment Manager acting hereunder, and any Investment Manager acting
hereunder may at any time resign, in each case in such manner as may be or may
have been agreed by the Trustee and the Investment Manager. The Trustee may
appoint any individual, individuals, partnership, corporation or other entity
to be a successor Investment Manager hereunder in the place of any removed or
resigned Investment Manager.

ARTICLE VII

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 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 compensation of any Investment Manager, 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

10.
<PAGE> 13
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 VIII

AMENDMENT AND TERMINATION

8.1 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

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

8.2 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

11.
<PAGE> 14
(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.

8.3 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.

8.4 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 of any
such Participant shall be entitled to receive, in a lump sum, any amount then
credited to his Account.

ARTICLE IX

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 X

MISCELLANEOUS

10.1 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.

12.
<PAGE> 15
10.2 ALIENATION.

(a) Except as provided in section 10.2(b) and 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.

(b) Notwithstanding the provisions of section 10.2(a),
the Plan Administrator shall direct the Trustee to make payments
pursuant to a Qualified Domestic Relations Order as defined in Section
414(p) of the Code.

10.3 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.

10.4 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 the Board of Directors of the Company or
such other Employer and shall be evidenced by proper resolution of such Board
of Directors certified by the Secretary or Assistant Secretary of the Company
or such other Employer.

10.5 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.

10.6 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.

13.
<PAGE> 16
IN WITNESS WHEREOF, the parties have executed this Agreement this
_____ day of October, 1994.

ATTEST: PUBLIX SUPER MARKETS, INC.

(CORPORATE SEAL)
By:
- ------------------------------ ---------------------------
Secretary President

"COMPANY"

WITNESSES:

- ------------------------------ ------------------------------
TINA P. JOHNSON
- ------------------------------
As to Tina P. Johnson "TRUSTEE"

14.
<PAGE> 17
SCHEDULE A

SCHEDULE OF PROPERTY INITIALLY TRANSFERRED PURSUANT TO THE FOREGOING AGREEMENT
AND DECLARATION OF TRUST BETWEEN PUBLIX SUPER MARKETS, INC., AS THE COMPANY,
AND TINA P. JOHNSON, AS TRUSTEE

One share of common stock
of Publix Super Markets, Inc.

DATED this _____ day of _______________, 1994.

PUBLIX SUPER MARKETS, INC.

By:
---------------------------
President

"COMPANY"

------------------------------
TINA P. JOHNSON

"TRUSTEE"

<PAGE> 1
EXHIBIT 5.1

TRENAM, SIMMONS, KEMKER, SCHARF, BARKIN, FRYE & O'NEILL
PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW

TAMPA OFFICE ST. PETERSBURG OFFICE
2700 BARNETT PLAZA 2000 BARNETT TOWER
101 EAST KENNEDY BOULEVARD ONE PROGRESS PLAZA
POST OFFICE BOX 1102 POST OFFICE BOX 2245
TAMPA, FLORIDA 33601-1102 PLEASE REPLY TO ST. PETERSBURG, FLORIDA 33731-2245
TELEPHONE (813) 223-7474 TELEPHONE (813) 898-7474
TELEFAX (813) 229-6553 TAMPA TELEFAX (813) 821-0407

October 6, 1994

Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549

Re: Publix Super Markets, Inc.
401(k) Smart Plan
Registration Statement on Form S-8

Ladies and Gentlemen:

We have represented Publix Super Markets, Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the "S-8
Registration Statement") relating to the proposed public offering by the
Company (the "Offering) of up to 10,000,000 shares of the Company's Common
Stock under the Company's 401(k) SMART Plan, the Company's 401(k) SMART Trust
Number 1 and the Company's 401(k) SMART Trust Number 2 (collectively the
"Plan"). This opinion is being provided as Exhibit 5 to the S-8 Registration
Statement.

In our capacity as counsel to the Company in connection with the
Registration Statement and the Offering, we have examined and are familiar
with: (1) the Company's Articles of Incorporation and bylaws, as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.

As to various questions of fact material to our opinion, we have
relied without independent investigation on statements or certificates of
officials and representatives of the Company, the Department of State of the
State of Florida and others. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to us as
conformed, photostatic or other exact copies.

We express no opinion as to the law of any jurisdiction other than of
the State of Florida and the Federal laws of the United States of America.

Based upon and in reliance on the foregoing, we are of the opinion
that:

1. The Company is a duly organized and existing corporation under
the laws of the State of Florida and its status is active.
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION OCTOBER 6, 1994
PAGE 2
________________________________________________________________________________

2. The Plan has been duly and legally authorized by all required
corporate action.

3. When the following events shall have occurred:

a. the S-8 Registration Statement shall have become
effective in accordance with the Securities Act of
1933, as amended;

b. the participations relating to shares of Common Stock
shall have been offered as contemplated in the Plan;

c. when certain approvals and ratifications by the
Company's Board of Directors relating to the Plan and
the S-8 Registration Statement have been obtained;

d. the consideration specified in the Plan shall have
been received; and

e. the certificates representing such shares shall have
been duly executed, counter-signed and issued by or
on behalf of the Company,

the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.

This firm hereby consents to the filing of this opinion as an Exhibit
to the S-8 Registration Statement.

Sincerely,

TRENAM, SIMMONS, KEMKER, SCHARF,
BARKIN, FRYE & O'NEILL,
Professional Association

By: /s/ Richard M. Leisner
----------------------
Richard M. Leisner

<PAGE> 1
EXHIBIT 23.2

The Board of Directors
Publix Super Markets Inc.:

We consent to the use of our report incorporated herein by reference. Our
report refers to changes in methods of accounting for postretirement benefits,
income taxes and depreciation.

KPMG PEAT MARWICK LLP

Tampa, Florida
October 7, 1994