Compensation Committee Charter

Tuesday, January 5th, 2010

WEIS MARKETS, INC.
COMPENSATION COMMITTEE CHARTER

1. Purpose
   The primary objective of the Compensation Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers. For this purpose, compensation shall include:
   annual base salary;
   annual incentive opportunity;
   stock option or other equity participation plans;
   long-term incentive opportunity;
   the terms of employment agreements, severance arrangements, and change in control agreements, in each case as, when and if appropriate;
   any special or supplemental benefits; and
   any other payments that are deemed compensation under applicable SEC rules.
2. Organization
   The Compensation Committee shall consist of three or more directors appointed by the Board.
   The Compensation Committee shall meet at least once per year, or more frequently as circumstances require.
3. Authority and Responsibilities
   To fulfill its responsibilities, the Compensation Committee shall:
   1. Review and approve on an annual basis corporate goals and objectives relevant to Chief Executive Officer (”CEO”) compensation, evaluate the CEO’s performance in light of those goals and objectives and set the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will also consider, among such other factors as it may deem relevant, the Company’s performance, shareholder returns, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the CEO in past years.
   2. Review and make recommendations to the Board on an annual basis with respect to the compensation of all executive officers.
   3. Make recommendations to the Board with respect to the Company’s incentive compensation plans and equity-based plans.
   4. Prepare the report required by the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
   5. Review and reassess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Compensation Committee.
   6. Review its own performance annually.
   7. Report regularly to the Board.
   8. Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Compensation Committee or the Board deems necessary or appropriate.