DEFINED CONTRIBUTION PLANS MASTER TRUST AGREEMENT

Exhibit 4.12

DEFINED CONTRIBUTION PLANS

MASTER TRUST AGREEMENT

Between

PUBLIX SUPER MARKETS, INC.

and

STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

DEFINED CONTRIBUTION PLANS

MASTER TRUST AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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