THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Flowers Foods, Inc. (FLO)

4/14/2006 Proxy Information

C. Martin Wood retired as Senior Vice President and Chief Financial Officer of Flowers Industries, Inc. in January 2000, a position that he had held since 1978. Flowers Foods was spun-off from Flowers Industries.

J.V. Shields, Jr. and C. Martin Wood III are married to sisters.

Mr. McMullian is Chairman Emeritus of Flower Foods, Inc. He served as non-executive Chairman of Flowers Foods from November 2000 through December 2005. He served as Chief Executive Officer from November 2000 until January 2004.

Amos R. McMullian Consulting Agreement. Mr. McMullian and the company entered into a one-year consulting agreement, dated January 1, 2005, pursuant to which Mr. McMullian received an annual payment of $250,000 for consulting services provided to the company. This agreement terminated on December 31, 2005.

Executive Officer and Director-Related Employees of the Company. Ty Deese, an adult child of George E. Deese, our Chairman of the Board, President and Chief Executive Officer, was employed as the president of a company subsidiary throughout fiscal 2005. He was paid an aggregate salary and bonus of $195,211 in fiscal 2005. He also received payments of $157,232 in connection with our Stock Appreciation Rights Plan. Charles Avera, the brother of Stephen R. Avera, our Senior Vice President, Secretary and General Counsel, was employed as a National Accounts Vice President of a company subsidiary throughout fiscal 2005. He was paid an aggregate salary and bonus of $141,355 in fiscal 2005. He also received payments of $258,524 in connection with our Stock Appreciation Rights Plan. A. Ryals McMullian, an adult child of Amos R. McMullian, a director-nominee, was employed by the company throughout fiscal 2005 as Associate General Counsel. He was paid an aggregate salary and bonus of $170,464 in fiscal 2005. Chris Mulford, a son-in-law of George E. Deese, was employed as a Director of Sales of a company subsidiary throughout fiscal 2005. He was paid an aggregate salary and bonus of $76,202 during fiscal 2005. Michael Lord and Mark Lord, each an adult child of Gene D. Lord, the President and Chief Operating Officer of our Bakeries Group, were employed as Vice President of Sales and Directors of Sales, respectively, of two separate company subsidiaries throughout fiscal 2005 and were paid an aggregate salary and bonus of $92,340 and $72,803, respectively.

11/21/2004 8K Information

Mr. McMullian is Chairman Emeritus of Flower Foods, Inc. He served as non-executive Chairman of Flowers Foods from November 2000 thru December 2005. He served as Chief Executive Officer from November 2000 until January 2004. Mr. McMullian previously served as Chairman of Flowers Industries, Inc., the former parent company of Flowers Foods, from 1985 until its acquisition by Kellogg in March 2001 and served as Chief Executive Officer from 1981 to March 2001.

4/29/2005 Proxy Information

Mr. McMullian, non-executive Chairman of the Board of Directors, and the company entered into a one-year consulting agreement, dated January 1, 2005, pursuant to which Mr. McMullian will receive an annual payment of $250,000 for consulting services provided to the company. Unless earlier terminated, this agreement will terminate on December 31, 2005.

Executive Officer and Director-Related Employees of the Company. Ty Deese, an adult child of George E. Deese, a director and our President and Chief Executive Officer, was employed as the president of a company subsidiary throughout fiscal 2004. He was paid an aggregate salary and bonus of $203,042 in fiscal 2004. Charles Avera, the brother of Stephen R. Avera, our Senior Vice President, Secretary and General Counsel, was employed as a National Accounts Vice President of a company subsidiary throughout fiscal 2004. He was paid an aggregate salary and bonus of $144,925 in fiscal 2004. A. Ryals McMullian, an adult child of Amos R. McMullian, our non-executive Chairman of the Board of Directors, was employed by the company throughout fiscal 2004 as Associate General Counsel. He was paid an aggregate salary and bonus of $155,905 in fiscal 2004. Chris Mulford, a son-in-law of George E. Deese, was employed as a Director of Sales of a company subsidiary throughout fiscal 2004. He was paid an aggregate salary and bonus of $76,389 during fiscal 2004. Michael Lord and Mark Lord, each an adult child of Gene D. Lord, the President and Chief Operating Officer of our Bakeries Group, were employed as Directors of Sales of two separate company subsidiaries throughout fiscal 2004 and were paid an aggregate salary and bonus of $77,121 and $72,303, respectively.

J.V. Shields, Jr. and C. Martin Wood III are married to sisters.

4/30/2004 Proxy Information

Langdon S. Flowers retired as Chairman of Flowers Industries, Inc. in 1985.

Robert P. Crozer, J.V. Shields, Jr. and C. Martin Wood III are married to sisters, each of which is a niece of Langdon S. Flowers.

Mr. Rethore has been Chairman Emeritus of Flowserve Corporation since April 2000. He served as Chairman of Flowserve Corporation from July 1997 to April 2000, Chief Executive Officer from July 1997 to January 2000 and President from October 1998 to July 1999.

Arrangement with Merrily Plantation. Under the terms of an agreement between Flowers Foods and Merrily Plantation, Inc. (“Merrily”), the company is granted the use of approximately 6,000 acres of land owned by Merrily, together with the use of lodging, dining, and conference room facilities located on the property. The facilities are used primarily for the entertainment of customers. During fiscal 2003, Flowers Foods paid Merrily $97,184. Flowers Foods has surveyed facilities comparable to Merrily to assess the relative quality and cost of such facilities and has determined that the amount paid to Merrily for the use of its facilities is competitive with that charged for the use of comparable facilities. Flowers Foods has further determined that the use of the Merrily facilities in the past has been beneficial to the business of Flowers Foods and that its continued use for the entertainment of customers is in Flowers Foods’ best interest. A majority of the outstanding capital stock of Merrily is owned by the spouses (each of whom are sisters) of C. Martin Wood III, a director of the company; Robert P. Crozer, a director of the company; and J.V. Shields, Jr., a director of the company.

Langdon S. Flowers Consulting Agreement. During fiscal 2003, Langdon S. Flowers, one of our directors, received payments totaling $61,802 for consulting services provided to Flowers Foods pursuant to a written contract. The contract provides that during its term, Mr. Flowers will not compete, directly or indirectly, with Flowers Foods. Unless earlier terminated, this contract will terminate upon his death.

Amos R. McMullian Consulting Agreement. Upon his retirement from the company as Chief Executive Officer, Mr. McMullian, non-executive Chairman of the Board of Directors, and the company entered into a consulting agreement, dated January 4, 2004, pursuant to which Mr. McMullian will receive an annual payment of $250,000 for consulting services provided to the company. Unless earlier terminated, this agreement will terminate on December 31, 2004.

Executive Officer and Director-Related Employees of the Company. Ty Deese, an adult child of George E. Deese, a director-nominee and our President and Chief Executive Officer, was employed as the president of a company subsidiary throughout fiscal 2003. He was paid an aggregate salary and bonus of $197,427 in fiscal 2003. Scott Rich, a son-in-law of Langdon S. Flowers, a director of the company, was employed by the company throughout fiscal 2003 as Director of Insurance and Administration. Mr. Rich was paid an aggregate salary and bonus of $184,451 in fiscal 2003. Charles Avera, the brother of Stephen R. Avera, our Secretary and General Counsel, was employed as a National Accounts Vice President of a company subsidiary throughout fiscal 2003. He was paid an aggregate salary and bonus of $144,327 in fiscal 2003. A. Ryals McMullian, an adult child of Amos R. McMullian, our retired Chief Executive Officer and current Chairman of the Board of Directors, was employed by the company during fiscal 2003 as Associate General Counsel. He was paid an aggregate salary and bonus of $142,759 in fiscal 2003. Chris Mulford, a son-in-law of George E. Deese, was employed as a Director of Sales of a company subsidiary throughout fiscal 2003. He was paid an aggregate salary and bonus of $76,886 during fiscal 2003. Michael Lord and Mark Lord, each an adult child of Gene D. Lord, the President and Chief Operating Officer of our Bakeries Group, were employed as Directors of Sales of two separate company subsidiaries throughout fiscal 2003 and were paid an aggregate salary and bonus of $76,030 and $70,233, respectively.

4/28/2003 Proxy Information

Under the terms of an agreement between Flowers Foods and Merrily Plantation, Inc., the company is granted the use of approximately 6,000 acres of land owned by Merrily, together with the use of lodging, dining, and conference room facilities located on the property. The facilities are used primarily for the entertainment of customers. During fiscal 2002, Flowers Foods paid Merrily $95,278. Flowers Foods has surveyed facilities comparable to Merrily to assess the relative quality and cost of such facilities and has determined that the amount paid to Merrily for the use of its facilities is competitive with that charged for the use of comparable facilities. Flowers Foods has further determined that the use of the Merrily facilities in the past has been beneficial to the business of Flowers Foods and that its continued use for the entertainment of customers is in Flowers Foods’ best interest. A majority of the outstanding capital stock of Merrily is owned by the spouse of C. Martin Wood III, a director of the company; the spouse of Robert P. Crozer, a director of the company; and the spouse of J. V. Shields, Jr., a director of the company and a director-nominee.

During our last fiscal year, Langdon S. Flowers, one of our directors, received payments totaling $70,803 for consulting services provided to Flowers Foods pursuant to a written contract. The contract provides that during its term, Mr. Flowers will not compete, directly or indirectly, with Flowers Foods. Unless earlier terminated, this contract will terminate upon his death.