Flowers Foods, Inc. Executive Deferred Compensation Plan

Exhibit 4.7 FLOWERS FOODS, INC. 2005 EDCP (an amendment and restatement of the Flowers Foods, Inc. Executive
Deferred Compensation Plan, effective as of January 1, 2005)

TABLE OF CONTENTS

FLOWERS FOODS, INC.
2005 EDCP (an amendment and restatement of the Flowers Foods, Inc. Executive
Deferred Compensation Plan, effective as of January 1, 2005) SECTION 1 PURPOSE      The Board of Directors of Flowers Foods, Inc. adopted the Flowers Foods, Inc. Executive Deferred Compensation Plan ("Plan"), originally effective as of August 12, 2001. The Plan is herein amended and restated in its entirety, effective as of January 1, 2005, and the name of the Plan is changed to the 2005 EDCP.      The original Plan, adopted effective as of August 12, 2001, and the First Amendment, apply to the deferral of Compensation earned for the performance of services during the Plan Years ending prior to January 1, 2005, and which had become vested prior to said date. Subject to the last sentence of this paragraph, the provisions of this 2005 EDCP shall apply to the deferral of Compensation earned for the performance of services during Plan Years beginning on or after January 1, 2005, or previously earned but not vested by said date. This 2005 EDCP is intended to meet all of the requirements of section 409A of the Internal Revenue Code of 1986, as amended ("Code") so that Directors and Eligible Executives will be eligible to defer the receipt of, and the liability for the federal income tax with respect to, certain items of Compensation from one year to a later year, in accordance with the provisions of applicable law and the provisions of the 2005 EDCP. With respect to the deferral of Compensation that was earned for the performance of services during the Plan Years 2005, 2006, 2007, and 2008, or that was earned prior to January 1, 2005 but became vested during the period January 1, 2005 through December 31, 2008, inclusive, the terms of the Plan shall be administered in accordance with a reasonable, good faith interpretation of Section 409A, and such interpretation shall govern the rights of a Director or Eligible Executive with respect to that period of time.      The purpose of this 2005 EDCP is to (a) allow each Director of Flowers and each Eligible Executive of Flowers and its wholly-owned subsidiaries to defer the payment of a percentage of his cash compensation, otherwise payable for services rendered, each Plan Year until he no longer serves as Director or his employment as an Eligible Executive terminates and (b) permit Flowers to make certain supplemental allocations to the Accounts of certain Eligible Executives. SECTION 2 DEFINITIONS      Each term set forth in this Section 2 shall have the meaning set forth opposite such term for purposes of this 2005 EDCP.      2.1. Account — means the bookkeeping account maintained as part of the Flowers books and records in accordance with Section 4 to show as of any date the interest of each Director and Eligible Executive in this 2005 EDCP. Separate sub-accounts shall be maintained to reflect the amounts of Compensation deferred (and the deemed investment increment or decrement) with respect to each Plan Year.      2.2. Beneficiary — means the person or persons designated as such in accordance with Section 9.1.      2.3. Board of Directors — means the Board of Directors of Flowers Foods, Inc.      2.4. Change in Control — means the occurrence of any one or more of the following events, subject to the provisions of subsection (e) hereof:

     For purposes of the foregoing paragraphs (1) through (4), a person’s status is determined immediately after the transfer of assets.

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     2.5. Code — means the Internal Revenue Code of 1986, as amended.      2.6. Compensation — means cash compensation paid to a Director or Eligible Executive by Flowers or a wholly-owned subsidiary, plus any amounts deferred pursuant to Section 4.1.      2.7. Compensation Committee — means the Compensation Committee of the Board of Directors.      2.8. Compensation Limit — means the annual Compensation amount which, when multiplied by six percent (6%), equals the maximum dollar amount of contributions which may be made to the Flowers Foods, Inc. 401(k) Retirement Savings Plan ("401(k) Plan") by Highly Compensated Employees (as defined in the 401(k) Plan) which will be matched by Company contributions, as determined by said Plan’s Administrative Committee for the Plan Year in question. As of December 31, 2008, the Compensation Limit is $166,667; provided, however, that the amount may increase in the future.      2.9. Director — means a member of the Board of Directors who is treated as such under Section 3.      2.10. Disability — means that condition in which a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Flowers.      2.11. EDCP Credit Rate — means the effective yield reported by Merrill Lynch & Co. for the U.S. corporate, BBB-rated, fifteen plus-year bond index (currently referenced as the C8A4 Index or, should said yield cease to be reported, such substitute rate as may be determined by the Compensation Committee and communicated to the participants) plus 150 basis points, determined as of the twenty-first day prior to the first business day in said calendar quarter, or if said twenty-first day is not a business day, the immediately preceding business day.      2.12. Eligible Executive — means an executive employee of Flowers or a wholly-owned subsidiary who has been designated by the Compensation Committee as being eligible to participate in this 2005 EDCP.      2.13. Flowers — means Flowers Foods, Inc. and any successor to such corporation that adopts this 2005 EDCP in writing.      2.14. 401(k) Eligible Compensation — means the amount of the Eligible Executive’s "Compensation" as defined in Section 1.15 of the Flowers Foods, Inc. 401(k) Retirement Savings Plan.      2.15. IRS Qualified Plan Limit — means the maximum amount of compensation that may be taken into account under a tax-qualified retirement plan pursuant to Code section 401(a)(17), as that amount is adjusted by the Secretary of the Treasury for increases in the cost of living. For 2009, the IRS Qualified Plan Limit is $245,000.

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     2.16. Participant — means a Director or Eligible Executive who has chosen to participate in this Plan and who has an Account under the Plan.      2.17. Plan — means the Flowers Foods, Inc. Executive Deferred Compensation Plan, which was originally effective as of August 12, 2001. The 2005 EDCP constitutes an amendment and restatement of the Flowers Foods, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2005.      2.18. Plan Administrator — means the Senior Vice President of Human Resources of Flowers Foods, Inc.      2.19. Plan Year — means that twelve-month period of time, on the basis of which the 2005 EDCP is administered, and that is used for maintaining the books and records of the 2005 EDCP, which shall be the calendar year.      2.20. Separation from Service — means the condition that exists when an Eligible Executive who is a participant in this Plan and Flowers reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services that the Eligible Executive will perform after such date (whether as an employee or an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to Flowers if the Eligible Executive has been providing services to Flowers for less than 36 months). For purposes of this Section 2.20, for periods during which an Eligible Executive is on a paid bona fide leave of absence and has not otherwise experienced a Separation from Service, the Eligible Executive is treated as providing bona fide services at the level equal to the level of services that the Eligible Executive would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which an Eligible Executive is on an unpaid bona fide leave of absence and has not otherwise experienced a Separation from Service are disregarded for purposes of this Section 2.20 (including for purposes of determining the applicable 36-month (or shorter) period). In the case of a Director, such individual shall be considered to experience a Separation from Service at the expiration of the individual’s term of service on the Board of Directors, provided that the individual has not at that point been elected to an additional term of service as a member of the Board of Directors. For purposes of this Section 2.20, Flowers shall be considered to include all members of the controlled group of business entities of which Flowers is a member, determined in accordance with Code Sections 414(b) and (c); provided, however, that in applying Code Section 414(b), the language "at least 50 percent" shall be used instead of "at least 80 percent"; and in applying Code Section 414(c), the phrase "at least 50 percent" shall be used instead of the phrase "at least 80 percent." The term "Separation from Service" shall in all cases be defined in accordance with Code Section 409A and applicable Treasury Regulations.      2.21. 2005 EDCP — means this Flowers Foods, Inc. 2005 EDCP, effective as of January 1, 2005, and as thereafter amended from time to time.      2.22. Unforeseeable Emergency — means a severe financial hardship to the Director or Eligible Executive resulting from an illness or accident of the Director or Eligible Executive, the Director’s or Eligible Executive’s spouse, or a dependent (as defined in Code Section 152(a)) of the Director or Eligible Executive, loss of the Director’s or Eligible Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director or Eligible Executive. A withdrawal on account of an Unforeseeable Emergency may be paid to the Director or Eligible Executive only if the amounts distributed with respect to the emergency do not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s or Eligible Executive’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). This section shall be interpreted in a manner consistent with Code Section 409A and applicable provisions of the Treasury Regulations.

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SECTION 3 TERM      3.1. Starting Date . A Director shall be treated as such under this 2005 EDCP as of the later of January 1, 2009 or the date his election to the Board of Directors first becomes effective. An Eligible Executive shall be treated as such under this 2005 EDCP as of the later of January 1, 2009 or the date he is so designated by the Compensation Committee.      3.2. Ending Date . A Director shall cease to be treated as such under this 2005 EDCP on December 31 of the Plan Year in which he (for any reason whatsoever) no longer serves as a member of the Board of Directors, and any deferral election made under Section 4 by that Director shall become ineffective after such December 31 as to any Compensation otherwise actually payable after such date. An Eligible Executive shall cease to be treated as such under this 2005 EDCP as of the earlier of (1) January 1 of the Plan Year following the Plan Year in which he experiences a Separation from Service with Flowers and all of the members of its controlled group for any reason whatsoever other than a mere transfer between or among such entities or (2) January 1 of the Plan Year following the Plan Year in which the Compensation Committee revokes his designation as an Eligible Executive, and any deferral election made under Section 4 by him automatically shall become ineffective on such January 1 as to any Compensation otherwise actually payable after such date. SECTION 4 DEFERRAL ELECTION RULES AND PROCEDURES      4.1. Cash Compensation Only . Subject to Section 4.2, each Director and Eligible Executive may elect to defer the payment of a percentage of his cash Compensation otherwise payable for services rendered as such for each Plan Year beginning on and after January 1, 2009, except as provided in subsection (b) of Section 4.3. No election shall be effective as to Compensation paid in a form other than in cash, and an election shall (except as provided in Section 3.2) be effective for cash Compensation otherwise payable for services rendered for the period covered by such election under Section 4.3 even if such Compensation otherwise actually is payable after the end of such period.      4.2. Classification and Percentage Limitations .

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     4.3. Irrevocable Election and Filing Deadlines .

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SECTION 5 MATCHING AND BASIC ALLOCATIONS FOR CERTAIN ELIGIBLE EXECUTIVES      For the 2005 Plan Year, Flowers shall make a supplemental allocation to the Account of each Eligible Executive

equal to the sum of