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                                                                  EXHIBIT 10.22




                   RUDDICK CORPORATION FLEXIBLE DEFERRAL PLAN




                                                      EFFECTIVE AUGUST 16, 2002


<PAGE>
                   RUDDICK CORPORATION FLEXIBLE DEFERRAL PLAN


         Effective as of the 16th day of August, 2002, Ruddick Corporation, a
corporation duly organized and existing under the laws of the State of North
Carolina (the "Controlling Company"), hereby adopts the Ruddick Corporation
Flexible Deferral Plan (the "Plan").

                             BACKGROUND AND PURPOSE

         A.       GOAL. The Controlling Company desires to provide its
designated key management employees (and those of its affiliated and related
companies that participate in the Plan) with an opportunity (i) to defer the
receipt and income taxation of a portion of such employees' annual base salary
and incentive compensation; (ii) to provide such employees with matching
contributions with respect to a portion of such deferrals; (iii) to restore the
employer contributions that such employees would have been credited with under
the Ruddick Employee Stock Ownership Plan if not for certain exclusions from
compensation applicable under the terms of such plan; and (iv) to restore the
retirement income that such employees would have accrued under the Ruddick
Corporation Employees' Pension Plan if not for certain exclusions from
compensation applicable under the terms of such plan.

         B.       PURPOSE. The purpose of the Plan document is to set forth the
terms and conditions pursuant to which these deferrals and contributions may be
made and to describe the nature and extent of the employees' rights to such
amounts.

         C.       TYPE OF PLAN. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who are
within a select group of key management or highly compensated employees.

                             STATEMENT OF AGREEMENT

         To adopt the Plan described above with the purposes and goals as
hereinabove described, the Controlling Company hereby sets forth the terms and
provisions of the Plan as follows:


<PAGE>
                   RUDDICK CORPORATION FLEXIBLE DEFERRAL PLAN

                               TABLE OF CONTENTS


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ARTICLE I         DEFINITIONS.....................................................................................1

   1.1      ACCOUNT...............................................................................................1
   1.2      ACTIVE PARTICIPANT....................................................................................1
   1.3      ADJUSTED ESOP COMPENSATION............................................................................1
   1.4      ADJUSTED PENSION COMPENSATION.........................................................................1
   1.5      ADMINISTRATIVE COMMITTEE..............................................................................1
   1.6      AFFILIATE.............................................................................................1
   1.7      BASE SALARY...........................................................................................1
   1.8      BASE SALARY DEFERRAL CONTRIBUTIONS....................................................................2
   1.9      BASE SALARY ELECTION..................................................................................2
   1.10     BENEFICIARY...........................................................................................2
   1.11     BOARD.................................................................................................2
   1.12     CHANGE IN CONTROL.....................................................................................2
   1.13     CODE..................................................................................................4
   1.14     COMPENSATION..........................................................................................4
   1.15     CONTROLLING COMPANY...................................................................................4
   1.16     DEFERRAL CONTRIBUTIONS................................................................................4
   1.17     DISABILITY OR DISABLED................................................................................4
   1.18     EFFECTIVE DATE........................................................................................4
   1.19     ELIGIBLE EMPLOYEE.....................................................................................4
   1.20     ERISA.................................................................................................5
   1.21     FINANCIAL HARDSHIP....................................................................................5
   1.22     FISCAL YEAR...........................................................................................5
   1.23     IN-SERVICE ACCOUNT....................................................................................5
   1.24     IN-SERVICE DISTRIBUTION DATE..........................................................................5
   1.25     INCENTIVE ELECTION....................................................................................5
   1.26     INCENTIVE PAYMENTS....................................................................................5
   1.27     INVESTMENT ELECTION...................................................................................5
   1.28     INVESTMENT FUNDS......................................................................................5
   1.29     MAKE-UP ESOP CONTRIBUTIONS............................................................................5
   1.30     MAKE-UP PENSION CONTRIBUTIONS.........................................................................6
   1.31     MATCHING CONTRIBUTIONS................................................................................6
   1.32     PARTICIPANT...........................................................................................6
   1.33     PARTICIPATING COMPANY.................................................................................6
   1.34     PLAN..................................................................................................6
   1.35     PLAN YEAR.............................................................................................6
   1.36     RETIREMENT OR RETIRED.................................................................................6
   1.37     RETIREMENT ACCOUNT....................................................................................6
   1.38     RUDDICK 401(K) PLAN...................................................................................6
   1.39     RUDDICK CONTROLLED GROUP..............................................................................6
   1.40     RUDDICK ESOP..........................................................................................6
   1.41     RUDDICK PENSION PLAN..................................................................................6
   1.42     SURVIVING SPOUSE......................................................................................7
</TABLE>


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<S>                                                                                                              <C>
   1.43     TRUST OR TRUST AGREEMENT..............................................................................7
   1.44     TRUST FUND............................................................................................7
   1.45     TRUSTEE...............................................................................................7
   1.46     VALUATION DATE........................................................................................7
   1.47     YEARS OF EMPLOYMENT...................................................................................7

ARTICLE II        ELIGIBILITY AND PARTICIPATION...................................................................8

   2.1      INITIAL ELIGIBILITY REQUIREMENTS......................................................................8
      (a)   Deferral Contributions................................................................................8
      (b)   Matching Contributions................................................................................8
      (c)   Make-Up ESOP Contributions............................................................................8
      (d)   Make-Up Pension Contributions.........................................................................8
   2.2      PROCEDURE FOR ADMISSION...............................................................................8
   2.3      CESSATION OF ELIGIBILITY..............................................................................9
      (a)   Termination of Employment.............................................................................9
      (b)   Failure to Maintain Highly-Compensated Status.........................................................9
      (c)   Removal from Select Group.............................................................................9
      (d)   Inactive Participation................................................................................9

ARTICLE III       PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING................................................10

   3.1      PARTICIPANTS' ACCOUNTS...............................................................................10
      (a)   Establishment of Accounts............................................................................10
      (b)   Nature of Contributions and Accounts.................................................................10
      (c)   Several Liabilities..................................................................................10
      (d)   General Creditors....................................................................................10
   3.2      DEFERRAL CONTRIBUTIONS...............................................................................10
      (a)   General Rule.........................................................................................10
      (b)   Other Deferrals or Deductions........................................................................11
      (c)   Minimum Deferrals....................................................................................11
   3.3      PROCEDURE FOR ELECTIONS..............................................................................11
      (a)   Effective Date.......................................................................................11
      (b)   Term.................................................................................................11
      (c)   Amount...............................................................................................12
      (d)   Revocation...........................................................................................12
      (e)   Incentive Payment Election...........................................................................12
   3.4      CREDITING OF DEFERRAL CONTRIBUTIONS..................................................................13
   3.5      MATCHING CONTRIBUTIONS...............................................................................13
   3.6      MAKE-UP ESOP CONTRIBUTIONS...........................................................................14
   3.7      MAKE-UP PENSION CONTRIBUTIONS........................................................................14
   3.8      DEBITING OF DISTRIBUTIONS............................................................................15
   3.9      CREDITING OF EARNINGS................................................................................15
      (a)   Rate of Return.......................................................................................15
      (b)   Amount Invested......................................................................................15
      (c)   Determination of Amount..............................................................................15
   3.10     VALUE OF ACCOUNT.....................................................................................15
   3.11     VESTING..............................................................................................16
      (a)   Deferral Contributions...............................................................................16
      (b)   Matching Contributions...............................................................................16
      (c)   Make-Up ESOP Contributions...........................................................................16
</TABLE>


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<S>                                                                                                              <C>
      (d)   Make-Up Pension Contributions........................................................................16
      (e)   Change in Control....................................................................................16
   3.12     NOTICE TO PARTICIPANTS OF ACCOUNT BALANCES...........................................................16
   3.13     GOOD FAITH VALUATION BINDING.........................................................................16
   3.14     ERRORS AND OMISSIONS IN ACCOUNTS.....................................................................16

ARTICLE IV        INVESTMENT FUNDS...............................................................................17

   4.1      SELECTION BY ADMINISTRATIVE COMMITTEE................................................................17
   4.2      PARTICIPANT DIRECTION OF DEEMED INVESTMENTS..........................................................17
      (a)   Nature of Participant Direction......................................................................17
      (b)   Investment of Contributions..........................................................................17
      (c)   Investment of Existing Account Balances..............................................................17
      (d)   Administrative Committee Discretion..................................................................17

ARTICLE V         PAYMENT OF ACCOUNT BALANCES....................................................................18

   5.1      DISTRIBUTIONS SUBACCOUNTS............................................................................18
      (a)   Generally............................................................................................18
      (b)   Make-Up ESOP and Make-Up Pension Contributions.......................................................18
      (c)   Deferral Contributions...............................................................................18
   5.2      RETIREMENT SUBACCOUNT................................................................................18
      (a)   General Rule Concerning Payments.....................................................................18
      (b)   Timing of Distribution...............................................................................18
      (c)   Form of Distribution.................................................................................18
   5.3      IN-SERVICE ACCOUNT...................................................................................19
      (a)   General Rule.........................................................................................19
      (b)   Timing of Distribution...............................................................................19
      (c)   Form of Distribution.................................................................................20
      (d)   Termination of Employment............................................................................20
   5.4      DISABILITY BENEFITS..................................................................................21
      (a)   General Rule Concerning Payments.....................................................................21
      (b)   Timing of Distribution...............................................................................21
      (c)   Form of Distribution.................................................................................21
   5.5      DEATH BENEFITS.......................................................................................22
   5.6      CHANGE IN CONTROL....................................................................................22
   5.7      MANDATORY CASH-OUT...................................................................................22
   5.8      FORM OF ASSETS.......................................................................................22
   5.9      WITHDRAWALS..........................................................................................23
      (a)   Hardship Withdrawals.................................................................................23
      (b)   Immediate Call.......................................................................................23
   5.10     BENEFICIARY DESIGNATION..............................................................................23
      (a)   General..............................................................................................23
      (b)   No Designation or Designee Dead or Missing...........................................................23
      (c)   Multiple Primary Beneficiaries.......................................................................24
      (d)   Forfeiture of Benefits In the Case of Murder or Manslaughter.........................................24
   5.11     OFFSET FOR OBLIGATIONS TO THE COMPANY................................................................24
   5.12     TAXES................................................................................................24

ARTICLE VI        CLAIMS.........................................................................................25

   6.1      CLAIMS...............................................................................................25
</TABLE>


                                      iii
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<S>                                                                                                              <C>
   6.2      APPEAL...............................................................................................25
   6.3      SATISFACTION OF CLAIMS...............................................................................25

ARTICLE VII       SOURCE OF FUNDS; TRUST.........................................................................26

   7.1      SOURCE OF FUNDS......................................................................................26
   7.2      TRUST................................................................................................26
      (a)   Establishment........................................................................................26
      (b)   Distributions........................................................................................26
      (c)   Status of the Trust..................................................................................26
      (d)   Change in Control....................................................................................26

ARTICLE VIII      ADMINISTRATIVE COMMITTEE.......................................................................27

   8.1      APPOINTMENT OF ADMINISTRATIVE COMMITTEE..............................................................27
      (a)   Administrative Committee.............................................................................27
      (b)   Appointments by Controlling Company..................................................................27
   8.2      ADMINISTRATION GENERALLY.............................................................................27
   8.3      ORGANIZATION OF ADMINISTRATIVE COMMITTEE.............................................................27
   8.4      POWERS AND RESPONSIBILITY OF ADMINISTRATIVE COMMITTEE................................................28
   8.5      RECORDS OF COMMITTEES................................................................................29
      (a)   Notices and Directions...............................................................................29
      (b)   Records of Administrative Committee..................................................................29
   8.6      CONSTRUCTION OF THE PLAN.............................................................................29
   8.7      DIRECTION OF TRUSTEE.................................................................................29
   8.9      INDEMNIFICATION......................................................................................29

ARTICLE IX        AMENDMENT AND TERMINATION......................................................................30

   9.1      AMENDMENTS...........................................................................................30
   9.2      TERMINATION OF PLAN..................................................................................30
   9.3      AUTHORIZATION AND DELEGATION TO THE ADMINISTRATIVE COMMITTEE AND CONTROLLING COMPANY.................30

ARTICLE X         MISCELLANEOUS..................................................................................31

   10.1     TAXATION.............................................................................................31
   10.2     NO EMPLOYMENT CONTRACT...............................................................................31
   10.3     HEADINGS.............................................................................................31
   10.4     GENDER AND NUMBER....................................................................................31
   10.5     ASSIGNMENT OF BENEFITS...............................................................................31
   10.6     LEGALLY INCOMPETENT..................................................................................31
   10.7     GOVERNING LAW........................................................................................32
   10.8     EXCLUSIVE BENEFIT....................................................................................32

EXHIBIT A PARTICIPATING COMPANIES...............................................................................A-1
</TABLE>


                                      iv
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                                   ARTICLE I
                                  DEFINITIONS


         For purposes of the Plan, the following terms, when used with an
initial capital letter, will have the meaning set forth below unless a
different meaning plainly is required by the context.

         1.1      ACCOUNT means, with respect to a Participant or Beneficiary,
the total dollar amount or value evidenced by the last balance posted and
actually credited in accordance with the terms of the Plan to the account
record established for such Participant or Beneficiary. The Administrative
Committee, as required by the terms of the Plan and otherwise as it deems
necessary or desirable in its sole discretion, may establish and maintain
separate subaccounts for each Participant and Beneficiary. "Account" shall
refer to the aggregate of all separate subaccounts or to individual, separate
subaccounts, as may be appropriate in context.

         1.2      ACTIVE PARTICIPANT means any Eligible Employee who has become
a Participant and who has not been removed from active participation as
described in Section 2.3.

         1.3      ADJUSTED ESOP COMPENSATION means a Participant's compensation
as defined under the Ruddick ESOP for employer contribution purposes, but
determined without excluding any Deferral Contributions that the Participant
elects to make under the Plan.

         1.4      ADJUSTED PENSION COMPENSATION means a Participant's
compensation as defined under the Ruddick Pension Plan for benefit accrual
purposes, but determined without excluding any Deferral Contributions that the
Participant elects to make under the Plan.

         1.5      ADMINISTRATIVE COMMITTEE means the committee appointed by the
Board to act on behalf of the Controlling Company in administering the Plan, as
provided in Article VIII.

         1.6      AFFILIATE means (i) any corporation or other entity that is
required to be aggregated with the Controlling Company under Code Sections
414(b), (c), (m) or (o), and (ii) any other entity in which the Controlling
Company has an ownership interest and which the Controlling Company designates
as an Affiliate for purposes of the Plan.

         1.7      BASE SALARY means, with respect to a Participant for a
calendar year, the total of the amounts described in subsections (1), (2) and
(3), minus the amounts described in subsections (4), (5) and (6) as follows:

                  (1)      all cash remuneration actually paid by a
Participating Company to the Participant as reported or reportable on IRS Form
W-2 for federal income tax purposes (or similar form required for such
purpose); plus

                  (2)      to the extent not included in subsection (1) hereof,
any elective deferral (as defined in Code Section 402(g)(3)) made to any Code
Section 401(k) plan of an Affiliate or Participating Company, and any amount
which is contributed or deferred by an Affiliate or Participating Company at
the election of the Participant and which is not included in the gross income
of the Participant by reason of Code Section 125, 132(f)(4) or 457; plus


                                       1
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                  (3)      to the extent not included in subsection (1) hereof,
all Base Salary Deferral Contributions made under the Plan; minus

                  (4)      all amounts in subsection (1) that consist of
Incentive Compensation Payments; minus

                  (5)      all amounts in subsection (1) that consist of
payments made from the Plan; minus

                  (6)      all amounts in subsection (1) that consist of
expense reimbursements or bonuses paid in connection with relocation or amounts
paid pursuant to a stock option or other equity based incentive award; minus

                  (7)      unless otherwise specified by the Controlling
Company, all amounts included in subsections (1), (2), or (3), that consist of
any amounts paid or made available to a Participant during the Plan Year while
he is not an Active Participant.

         1.8      BASE SALARY DEFERRAL CONTRIBUTIONS means, for each Plan Year,
the portion of a Participant's Deferral Contributions attributable to his Base
Salary Election for such Plan Year.

         1.9      BASE SALARY ELECTION means a written, electronic or other
form of election pursuant to which a Participant may elect to defer under the
Plan a portion of his Base Salary.

         1.10     BENEFICIARY means, with respect to a Participant, the
person(s) designated or identified in accordance with Section 5.10 to receive
any death benefits that may be payable under the Plan upon the death of the
Participant.

         1.11     BOARD means the Board of Directors of the Controlling Company
or any committee or committees of the Board of Directors of the Controlling
Company to which, and to the extent, the Controlling Company's Board of
Directors has delegated some or all of its power, authority or duties or
responsibilities with respect to the Plan. A reference to the board of
directors of any other Participating Company will specify it as such.

         1.12     CHANGE IN CONTROL means the following:

                  (a)      With respect to the Controlling Company, the
occurrence of any of the following events results in a Change in Control:

                           (i)      Any Person is or becomes the beneficial
owner, directly or indirectly, of securities of the Controlling Company
representing 20% or more of the voting power of all then outstanding securities
of the Controlling Company's having the right under ordinary circumstances to
vote in an election of the Board (without limitation, any securities having
such voting power that any such Person has the right to acquire pursuant to any
agreement, or upon exercise of conversion of rights, warrants or options, or
otherwise, shall be deemed beneficially owned by such person), other than a
person, or group including a person, who beneficially owned, as of the
Effective Date, more than 5% of the Controlling Company;


                                       2
<PAGE>
                           (ii)     The consummation of a plan of merger or
consolidation of the Controlling Company with any other corporation or
association, other than a merger or consolidation which would result in the
voting securities of the Controlling Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in combination with
the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Controlling Company, at least 50% of the combined
voting power of the voting securities of the Controlling Company or such
surviving entity outstanding immediately after such merger or consolidation;

                           (iii)    The shareholders of the Controlling Company
approve a plan of complete liquidation of the Controlling Company; or

                           (iv)     The sale, lease, exchange or transfer (in
one transaction or a series of transactions contemplated or arranged by any
party as a single plan) of all or substantially all of the Controlling
Company's assets (other than as security for the obligations of the Controlling
Company).

                  (b)      As used herein, the term "Person" will have the
meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as
modified and used in Section 13(d) and Section 14(d) thereof; provided, a
Person will not include (A) the Controlling Company or any of its subsidiaries;
(B) a trustee or other fiduciary holding securities under an employee benefit
plan of the Controlling Company or any of its subsidiaries; (C) an underwriter
temporarily holding securities pursuant to an offering of such securities; or
(D) a corporation owned, directly or indirectly, by the shareholders of the
Controlling Company in substantially the same proportions as their ownership of
stock of the Controlling Company.

                  (c)      If such a Change in Control occurs with respect to
the Controlling Company, as described in subsection (a) hereof, all
Participants in the Plan will be deemed "involved" in such Change in Control.

                  (d)      With respect either (i) to any direct or indirect
subsidiary company of the Controlling Company, or (ii) any other Participating
Company which, immediately prior to any transaction described in subsection
(a), is not a member of the Ruddick Controlled Group, any transaction described
in subsection (a) hereof with respect to such subsidiary or Participating
Company, but substituting "50%" for "20%" in each place it is used, results in
a Change in Control. If such a Change in Control occurs with respect to a
subsidiary of the Controlling Company or any non-Ruddick Controlled Group
Participating Company, as described in subsection (a), all Participants in the
Plan who have benefits for which such affected company (or its subsidiaries) is
the primary obligor will be deemed "involved" in such Change in Control.

                  (e)      With respect to (i) a Participating Company or (ii)
a subsidiary, division or other distinct operating unit or profit center in
which separate financial records are maintained (hereinafter "Distinct
Operating Unit"), any transaction (e.g., a sale of stock, merger or sale of
substantially all the assets) which results in such Participating Company or
other Distinct Operating Unit (or the business of such company or other unit)
being owned by an entity which is neither a member of the Ruddick Controlled
Group nor a Participating Company results in a Change in Control. If such
Change in Control occurs with respect to any such Participating Company or
Distinct Operating Unit as described in this subsection (e), all Participants
in the Plan who, immediately before such Change in Control, were employed by
such Participating


                                       3
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Company or Distinct Operating Unit (or the business of which was the subject of
the transaction), will be deemed involved in such Change in Control, whether or
not any or all of them continue employment with a Ruddick Controlled Group
member.

                  (f)      Notwithstanding the foregoing, no Change in Control
will have occurred for purposes of the Plan if the Administrative Committee, as
constituted before the occurrence of any event that would otherwise constitute
a Change in Control (as defined hereinabove), determines prior to the
occurrence of such event that such event will not be treated as a Change in
Control for purposes of the Plan.

         1.13     CODE means the Internal Revenue Code of 1986, as amended.

         1.14     COMPENSATION means the sum of a Participant's Base Salary and
Incentive Compensation Payments.

         1.15     CONTROLLING COMPANY means Ruddick Corporation, a North
Carolina corporation with its principal place of business in Charlotte, North
Carolina.

         1.16     DEFERRAL CONTRIBUTIONS means, for each Plan Year, that
portion of a Participant's Compensation deferred under the Plan pursuant to
Section 3.2.

         1.17     DISABILITY OR DISABLED means generally the condition of a
Participant that has resulted in his being approved for payment of benefits,
directly or indirectly, under any long-term disability plan maintained by a
Participating Company; such approval shall be made by such person and pursuant
to such rules and criteria as are prescribed in the procedures of any such
plan. In the event that a Participant is not covered by a long-term disability
plan maintained by a Participating Company, the Administrative Committee, in
its sole discretion, shall determine whether such Participant has suffered a
Disability or is Disabled. In making such determination, the Administrative
Committee shall use the definitions and criteria established and set forth in
the long-term disability plan maintained by a Participating Company and, if
consistent with such criteria, may require such medical proof as it deems
necessary, including the certificate of one or more licensed physicians
selected by the Administrative Committee; the decision of the Administrative
Committee as to Disability shall be final and binding.

         1.18     EFFECTIVE DATE means August 16, 2002, the date as of which
this Plan will first be effective.

         1.19     ELIGIBLE EMPLOYEE means an employee of a Participating
Company (i) who is eligible to receive Incentive Compensation Payments and (ii)
(A) whose compensation for each of the two immediately preceding Fiscal Years
exceeded the amount described in Code Section 414(q)(1)(B)(i) in effect as of
the first day of each such Fiscal Year (i.e., $85,000 for Fiscal Year ending
September 30, 2002) or (ii) (B) whose annualized Base Salary exceeds the amount
described in Code Section 414(q)(1)(B)(i) in effect as of the first day of the
Fiscal Year that commenced on the immediately preceding October 1 (i.e.,
$85,000 for Fiscal Year that began October 1, 2001).


                                       4
<PAGE>
         1.20     ERISA means the Employee Retirement Income Security Act of
1974, as amended.

         1.21     FINANCIAL HARDSHIP means a severe financial hardship to the
Participant resulting from truly extraordinary and unforeseeable circumstances.
Financial Hardship will be determined by the Administrative Committee on the
basis of the facts of each case, including information supplied by the
Participant in accordance with uniform guidelines prescribed from time to time
by the Administrative Committee; provided, the Participant will be deemed not
to have a Financial Hardship to the extent that such hardship is or may be
relieved:

                  (i)      Through reimbursement or compensation by insurance
or otherwise;

                  (ii)     By liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship; or

                  (iii)    By cessation of Deferral Contributions under the
Plan.

Examples of what are not considered to be unforeseeable circumstances include
the need to send a Participant's child to college or the desire to purchase a
home.

         1.22     FISCAL YEAR means the 12-consecutive month period ending
September 30 each year.

         1.23     IN-SERVICE SUBACCOUNT means, for purposes of distribution,
the portion of a Participant's Account which is distributable in accordance
with the terms of Section 5.3.

         1.24     IN-SERVICE DISTRIBUTION DATE means that date elected by a
Participant in accordance with Section 5.3.

         1.25     INCENTIVE COMPENSATION PAYMENT ELECTION means a written,
electronic or other form of election pursuant to which a Participant may elect
to defer under the Plan all or a portion of his Incentive Compensation
Payments.

         1.26     INCENTIVE COMPENSATION PAYMENT means the amount payable to a
Participant under the American and Efird, Inc. Incentive Compensation Plan, the
Harris Teeter Administrative Income Plan, the Ruddick Corporation Incentive
Compensation program and any other incentive program sponsored by a
Participating Company that the Administrative Committee elects to include.

         1.27     INVESTMENT ELECTION means an election, made in such form as
the Administrative Committee may direct, pursuant to which a Participant may
elect the Investment Funds in which the amounts credited to his Account will be
deemed to be invested.

         1.28     INVESTMENT FUNDS means the investment funds selected from
time to time by the Administrative Committee for purposes of determining the
rate of return on amounts deemed invested pursuant to the terms of the Plan.

         1.29     MAKE-UP ESOP CONTRIBUTION means the amount credited to a
Participant's Account pursuant to Section 3.6.


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<PAGE>
         1.30     MAKE-UP PENSION CONTRIBUTION means the amount credited to a
Participant's Account pursuant to Section 3.7.

         1.31     MATCHING CONTRIBUTIONS mean, the amount credited to a
Participant's Account pursuant to Section 3.5.

         1.32     PARTICIPANT means an Eligible Employee who has been admitted
to, and has not been removed from, participation in the Plan pursuant to the
provisions of Article II.

         1.33     PARTICIPATING COMPANY means, as of the Effective Date, the
Controlling Company and its Affiliates that are designated by the Controlling
Company on Exhibit A hereto, as participating companies herein. In addition,
any other Affiliate in the future may adopt (or be deemed to have adopted
pursuant to this Section) the Plan with the consent of the Controlling Company
or its delegate, and such Affiliate's name will be added to Exhibit A. Unless
the Controlling Company specifies otherwise, any company that adopts the Plan
by written resolution of its board of directors or other managing body will be
deemed accepted as a Participating Company as of the date specified in such
resolution.

         1.34     PLAN means the Ruddick Corporation Flexible Deferral Plan, as
contained herein and all amendments hereto. For tax purposes and purposes of
Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred
compensation plan covering certain designated employees who are within a select
group of key management or highly compensated employees.

         1.35     PLAN YEAR means the 12-consecutive-month period ending on
December 31 of each year. Notwithstanding the foregoing, the first Plan Year
will begin on October 1, 2002 and end on December 31, 2002.

         1.36     RETIREMENT AGE means the earlier of the date on which (i) a
Participant has attained age 55 and completed 10 Years of Employment or (ii) a
Participant has attained age 60.

         1.37     RETIREMENT SUBACCOUNT means, for purposes of distribution,
the portion of a Participant's Account which is distributable in accordance
with the terms of Section 5.2.

         1.38     RUDDICK 401(K) PLAN means the Ruddick Savings Plan.

         1.39     RUDDICK CONTROLLED GROUP means the Controlling Company and
the group of all corporations and other entities that are required to be
aggregated with the Controlling Company under Code Sections 414(b) and (c).

         1.40     RUDDICK ESOP means the Ruddick Employee Stock Ownership Plan.

         1.41     RUDDICK PENSION PLAN means the Ruddick Corporation Employees'
Pension Plan.


                                       6
<PAGE>
         1.42     SURVIVING SPOUSE means, with respect to a Participant, the
person who is treated as married to such Participant under the laws of the
state in which the Participant resides. The determination of a Participant's
Surviving Spouse will be made as of the date of such Participant's death.

         1.43     TRUST OR TRUST AGREEMENT means the separate agreement or
agreements between the Controlling Company and the Trustee governing the Trust
Fund, and all amendments thereto.

         1.44     TRUST FUND means the total amount of cash and other property
held by the Trustee (or any nominee thereof) at any time under the Trust
Agreement.

         1.45     TRUSTEE means the party or parties so designated from time to
time pursuant to the terms of the Trust Agreement.

         1.46     VALUATION DATE means each day the New York Stock Exchange is
open for trading; provided, the value of an Account or the Trust Fund on any
other date will be the value determined as of the immediately preceding date on
which the New York Stock Exchange was open for trading.

         1.47     YEARS OF EMPLOYMENT means, with respect to a Participant, his
total number of "Years of Service" as defined and determined under the terms of
the Ruddick Pension Plan. Provided, that, if not taken into account as "Years
of Service" under the Ruddick Pension Plan, periods of Disability commencing
while such Participant is employed by a Participating Company also shall be
counted under the Plan in determining Years of Employment. Provided, further,
that the Administrative Committee, in its discretion, may provide a Participant
with credit for a number of Years of Employment in addition to the "Years of
Service" completed by the Participant under the Ruddick Pension Plan.


                                       7
<PAGE>
                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION


         2.1      INITIAL ELIGIBILITY REQUIREMENTS.

                  (a)      DEFERRAL CONTRIBUTIONS.

                           (i)      As of and after the Effective Date, each
individual who becomes an Eligible Employee will be eligible to participate in
the Plan with respect to Deferral Contributions for the entire (or the
remainder of the) applicable Plan Year as of the date during that Plan Year
that such individual first is or becomes an Eligible Employee (assuming he
satisfies the procedures for admission described below).

                           (ii)     Notwithstanding subsection (a)(i) hereof, a
Participant will not be permitted to defer under this Plan compensation payable
to the Participant after the Administrative Committee determines, in its sole
discretion, that such Participant will no longer be permitted to make Deferral
Contributions hereunder.

                  (b)      MATCHING CONTRIBUTIONS. Each Eligible Employee who
is eligible to make Deferral Contributions under subsection (a) hereof will be
eligible to have Matching Contributions credited to his Account from and after
the date that such individual becomes eligible to make Deferral Contributions
under subsection (a) hereof.

                  (c)      MAKE-UP ESOP CONTRIBUTIONS. Each Eligible Employee
who is eligible to share in the allocation of employer contributions under the
Ruddick ESOP will be eligible to have Make-Up ESOP Contributions credited to
his Account from and after the date that such individual becomes eligible to
share in the allocation of employer contributions under the Ruddick ESOP.

                  (d)      MAKE-UP PENSION CONTRIBUTIONS. Each Participant who
terminates employment with all Participating Companies and all Affiliates with
a vested accrued benefit under the Ruddick Pension Plan will be eligible to
have a Make-Up Pension Contribution credited to the Participant's Account as of
the date the Participant terminates employment.

         2.2      PROCEDURE FOR ADMISSION.

                  Each Eligible Employee will become a Participant by
completing such forms and providing such data in a timely manner, as are
required by the Administrative Committee as a precondition of participation in
the Plan. Such forms and data may include, without limitation, (i) an election
to make Deferral Contributions; (ii) an election as to whether Deferral
Contributions will be credited to the Participant's Retirement Subaccount or an
In-Service Subaccount; (iii) an election as to the year In-Service Subaccount
payments will begin and as to the number of installment payments (if any) that
will be made from the Retirement Subaccount and/or In-Service Subaccount; (iv)
the Eligible Employee's acceptance of the terms and conditions of the Plan; (v)
the Eligible Employee's Investment Election; and (vi) the Eligible Employee's
Beneficiary designation.


                                       8
<PAGE>
         2.3      CESSATION OF ELIGIBILITY.

                  (a)      TERMINATION OF EMPLOYMENT. Unless otherwise
specified by the Administrative Committee, in its sole discretion, each
Participant who terminates employment with a Participating Company will cease
to have any contributions credited to the Participant's Account under the Plan
for or with respect to any period or Compensation payable from and after the
Participant's employment termination date.

                  (b)      FAILURE TO MAINTAIN HIGHLY-COMPENSATED STATUS. If an
Active Participant ceases to satisfy the criteria to be an Eligible Employee as
set forth in provision (ii) (A) of Section 1.19 for three consecutive Fiscal
Years, the Participant will cease to be eligible to actively participate in the
Plan from and after the end of the Plan Year in which the third such Fiscal
Years ends.

                  (c)      REMOVAL FROM SELECT GROUP. If the Administrative
Committee determines that the Participant is no longer a member of a select
group of key management or highly compensated employees because of reduced
duties, responsibilities, incentive compensation ineligibility, compensation
level, or for any other reason, the Participant will cease to be eligible to
actively participate in the Plan from and after the first day of the following
Plan Year (or any other date specified by the Administrative Committee).

                  (d)      INACTIVE PARTICIPATION. If a Participant's active
participation in the Plan ends, the Participant will remain an inactive
Participant in the Plan until the earlier of (i) the date the full amount of
his vested Account (if any) is distributed from the Plan, or (ii) the date he
again becomes an Eligible Employee and recommences active participation in the
Plan. An inactive Participant's Account will continue to be credited with
earnings as provided for in Section 3.9 and the inactive Participant will be
eligible for a Matching Contribution or Make-Up ESOP Contribution if he was an
active Participant at any time during the applicable Plan Year.


                                       9
<PAGE>
                                  ARTICLE III
                PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING


         3.1      PARTICIPANTS' ACCOUNTS.

                  (a)      ESTABLISHMENT OF ACCOUNTS. The Administrative
Committee will establish and maintain an Account on behalf of each Participant.
To the extent provided herein, each Account will be credited with (i) Deferral
Contributions, (ii) Matching Contributions, (iii) Make-Up ESOP Contributions,
(iv) Make-Up Pension Contributions, and (v) earnings attributable to such
Account, and will be debited by the amount of all distributions. Each Account
of a Participant will be maintained until the value thereof has been
distributed to or on behalf of such Participant or his Beneficiary.

                  (b)      NATURE OF CONTRIBUTIONS AND ACCOUNTS. The amounts
credited to a Participant's Account will be represented solely by bookkeeping
entries. Except as provided in Article VII, no monies or other assets will
actually be set aside for such Participant, and all payments to a Participant
under the Plan will be made from the general assets of the Participating
Companies.

                  (c)      SEVERAL LIABILITIES. Each Participating Company will
be severally (and not jointly) liable for the payment of benefits under the
Plan in an amount equal to the total of (i) all undistributed Deferral
Contributions withheld from Participant's Compensation paid or payable by each
such Participating Company, (ii) all undistributed Matching Contributions
attributable to such Deferral Contributions, (iii) all undistributed Make-Up
ESOP Contributions credited for the period such Participant was employed by
such Participating Company, (iv) all undistributed Make-Up Pension
Contributions credited for the period such Participant was employed by such
Participating Company and (v) all investment earnings attributable to the
amounts described in clauses (i)-(iv) hereof. The Administrative Committee will
allocate the total liability to pay benefits under the Plan among the
Participating Companies pursuant to this formula, and the Administrative
Committee's determination will be final and binding.

                  (d)      GENERAL CREDITORS. Any assets which may be acquired
by a Participating Company in anticipation of its obligations under the Plan
will be part of the general assets of such Participating Company. A
Participating Company's obligation to pay benefits under the Plan constitutes a
mere promise of such Participating Company to pay such benefits, and a
Participant or Beneficiary will be and remain no more than an unsecured,
general creditor of such Participating Company.

         3.2      DEFERRAL CONTRIBUTIONS.

                  (a)      GENERAL RULE. Except as provided in subsection (b)
hereof, each Eligible Employee who is or becomes eligible to participate in the
Plan for all or any portion of a Plan Year may elect to have Deferral
Contributions made on his behalf for such Plan Year by completing and
delivering to the Administrative Committee (or its designee) a Base Salary
Election and/or Incentive Compensation Payment Election setting forth the terms
of his election; provided, the Administrative Committee may allow or require
separate or combined deferral elections for any or all of the elections set
forth in subsections (i) or (ii) hereof.


                                      10
<PAGE>
                           (i)      Base Salary Election. A Base Salary
Election will provide for the reduction of an Eligible Employee's Base Salary
in accordance with the terms and conditions set forth in Section 3 below.

                           (ii)     Incentive Compensation Payment Election.
Subject to the terms and conditions set forth below, an Incentive Compensation
Payment Election will provide for the reduction of an Eligible Employee's
Incentive Compensation Payment payable during the Plan Year for which the
Incentive Compensation Payment Election is in effect.

                  (b)      OTHER DEFERRALS OR DEDUCTIONS. Notwithstanding the
foregoing, if the total of (i) the Participant's deferrals under any
Participating Company's Code Section 401(k), 125 and 132(f)(4) plans, (ii) the
Participant's Deferral Contributions, and (iii) any other payroll deductions
applicable to such Participant's Compensation exceed 100% of his Compensation,
unless the Controlling Company or Administrative Committee directs otherwise,
the Code Section 401(k), 125 and 132(f)(4) plan deferrals will be made first,
followed by any other payroll deductions applicable to such Participant's
Compensation (other than those made under the Plan), and then the remaining
Compensation will be deferred under the Plan subject to Section 3.3.

                  (c)      MINIMUM DEFERRALS. The Administrative Committee may,
in its sole discretion, establish a minimum dollar amount and/or percentage of
Compensation that Participants will be permitted to defer under the Plan.

         3.3      PROCEDURE FOR ELECTIONS. Subject to any modifications,
additions or exceptions that the Administrative Committee, in its sole
discretion, deems necessary, appropriate or helpful, the following terms will
apply to Base Salary and Incentive Compensation Payment Elections:

                  (a)      EFFECTIVE DATE.

                           (i)      Initial Base Salary Election. A
Participant's initial Base Salary Election will be effective for the first
regular paycheck paid after the date the Base Salary Election is submitted and
becomes effective. To be effective, a Participant's initial Base Salary
Election must be made within the time period prescribed by the Administrative
Committee (generally, before the first day of the Plan Year for which Base
Salary Deferral Contributions will be made, or, if later, within 30 days after
the date on which his participation becomes effective pursuant to Section 2.1).
If an Eligible Employee fails to submit a Base Salary Election in a timely
manner, he will be deemed to have elected not to participate in the Plan for
that Plan Year with respect to his Base Salary.

                           (ii)     Subsequent Base Salary Election. A
Participant's Base Salary Election for any subsequent Plan Year must be made on
or before the last day of the Plan Year (or an earlier date determined by the
Administrative Committee) immediately preceding the Plan Year for which he
desires to participate and in which such Base Salary to be deferred is paid.

                  (b)      TERM. Each Participant's Base Salary Election will
remain in effect for all Base Salary paid during the current and all future
Plan Years until the earliest of (i) the date the Participant ceases to be an
Active Participant for such Plan Year, (ii) the date the Participant makes a
subsequent Base Salary Election or revokes such Base Salary Election, (iii) the
date as


                                      11
<PAGE>
of which the Administrative Committee determines, in its sole discretion, that
such Participant's Base Salary Deferral Contributions will cease, or (iv) the
date the Participant becomes temporarily Disabled, as determined by the
Administrative Committee. If a Participant is transferred from the employment
of one Participating Company to the employment of another Participating
Company, his Base Salary Election with the first Participating Company will
remain in effect and will apply to his Base Salary from the second
Participating Company until the earliest of those events set forth in the
preceding sentence.

                  (c)      AMOUNT. A Participant may elect to defer his Base
Salary in 1% increments, up to a maximum of 50% (or such other maximum
percentage and/or amount, if any, established by the Administrative Committee
from time-to-time). Notwithstanding the foregoing, for a Participant who
participates in any Participating Company`s employee pension benefit plan that
is, or purports to be, qualified under Code Section 401(a) during a Plan Year,
his deferrals under the Plan for such Plan Year will be limited such that they
will not cause such Code Section 401(a) plan to fail the requirements of Code
Section 415 with respect to such Participant.

                  (d)      REVOCATION. A Participant may revoke his Base Salary
Election by delivering a written, electronic or other form of notice of
revocation as determined by the Administrative Committee to the Administrative
Committee, and such revocation will be effective as soon as practicable after
the date on which it is received by the Administrative Committee. A Participant
who revokes a Base Salary Election may make a new Base Salary Election for any
subsequent Plan Year during the election period for such subsequent Plan Year
established by the Administrative Committee.

                  (e)      INCENTIVE COMPENSATION PAYMENT ELECTION. An Eligible
Employee may complete and deliver to the Administrative Committee an Incentive
Compensation Payment Election with respect to Incentive Compensation Payments
payable during the immediately following Plan Year and, if made, such Incentive
Compensation Payment Election shall be irrevocable. The terms of such Incentive
Compensation Payment Election will be determined by reference to the foregoing
provisions of this Section 3.3; provided, the following modifications will
apply:

                           (i)      Effective Date for Initial Incentive
Compensation Payment Election. A Participant's initial Incentive Compensation
Payment Election with respect to his Incentive Compensation Payments for any
Plan Year will be effective for the Incentive Compensation Payments payable
after the date the Incentive Compensation Payment Election is submitted and
becomes effective. To be effective, a Participant's initial Incentive
Compensation Payment Election must be made within the time period prescribed by
the Administrative Committee (generally, before the first day of the Plan Year
for which Base Salary Deferral Contributions will be made, or, if later, within
30 days after the date on which his participation becomes effective pursuant to
Plan Section 2.1). If an Eligible Employee fails to submit an Incentive
Compensation Payment Election in a timely manner, he will be deemed to have
elected not to participate in the Plan for that Plan Year with respect to his
Incentive Compensation Payments.

                           (ii)     Effective Date for Subsequent Incentive
Compensation Payment Elections. A Participant's subsequent Incentive
Compensation Payment Election with respect to his Incentive Compensation
Payments for any Plan Year must be made on or before the last day of the Plan
Year (or an earlier date determined by the Administrative Committee)
immediately


                                      12
<PAGE>
preceding the Plan Year for which he desires to participate and in which such
Incentive Compensation Payment to be deferred is paid.

                           (iii)    Modification. An Incentive Compensation
Payment Election will remain in effect from year to year in accordance with its
original terms until the Eligible Employee either makes a subsequent election,
or revokes his Incentive Compensation Payment Election with respect to any
Incentive Compensation Payments; paid in a subsequent Plan Year.

                           (iv)     Amount. An Eligible Employee may elect to
defer his Incentive Compensation Payments in 1% increments, up to a maximum of
90% (or such other maximum percentage and/or amount, if any, established by the
Administrative Committee from time to time). Notwithstanding the foregoing, for
a Participant who participates in any Participating Company's employee pension
benefit plan that is, or purports to be, qualified under Code Section 401(a)
during a Plan Year, his deferrals under the Plan for such Plan Year will be
limited such that they will not cause such Code Section 401(a) plan to fail the
requirements of Code Section 415 with respect to such Participant.

                           (v)      Termination. If not earlier changed or
revoked pursuant to the terms of subsection (e)(iii) hereof, an Eligible
Employee's Incentive Compensation Payment Election will terminate on the
earlier of: (i) the date the Eligible Employee ceases to be an Eligible
Employee, or (ii) the date as of which the Eligible Employee's Participating
Company or the Administrative Committee determines, in its sole discretion,
that his Deferral Contributions from such sources will cease.

         3.4      CREDITING OF DEFERRAL CONTRIBUTIONS.

                  For each Plan Year that a Participant has a Base Salary
Election and/or Incentive Compensation Payment Election in effect, the
Administrative Committee will credit the amount of such Participant's Deferral
Contributions to his Account on, or as soon as practicable after, the Valuation
Date on which such amount would have been paid to him but for his election
hereunder.

         3.5      MATCHING CONTRIBUTIONS.

                  For each Plan Year, as soon as administratively feasible
following the earlier of (i) the last day of the Ruddick 401(k) Plan year that
occurs during the Plan Year (or such other date as determined by the
Administrative Committee) or (ii) a Change in Control, the Retirement
Subaccount of each Participant will be credited with a Matching Contribution,
provided it is greater than zero, in an amount equal to the product of the
amount determined pursuant to subsection (i) hereof and the amount determined
pursuant to the terms of subsection (ii) hereof, as follows:

                  (i)      The difference between

                           (A)      The product of

                                    (1)      The Participant's Compensation for
the Plan Year times

                                    (2)      The lesser of


                                      13
<PAGE>
                                            (I)       The percentage of the
Participant's Compensation deferred under the Plan for the Plan Year or

                                            (II)      the maximum percentage of
compensation on which matching contributions are based under the Ruddick 401(k)
Plan as of the last day of the applicable Plan Year (i.e., 4% for the 2002 Plan
Year); minus

                           (B)      The maximum amount of compensation
deferrals that could have been made to the Participant's account under the
Ruddick 401(k) Plan for such Plan Year (i.e., $6,000 for highly-compensated
employees for the 2002 Plan Year); times

                  (ii)     The matching contribution percentage applicable to
elective deferrals under the Ruddick 401(k) Plan as of the last day of the Plan
Year (i.e., 25% for the 2002 Plan Year).

         3.6      MAKE-UP ESOP CONTRIBUTIONS.

                  For each Plan Year, as soon as administratively feasible
following the earlier of (i) the date the annual employer contribution is
credited to a Participant's account under the Ruddick ESOP during the Plan Year
(or such other date as determined by the Administrative Committee) or (ii) the
date of a Change in Control, the Retirement Subaccount of each Participant will
be credited with a Make-Up ESOP Contribution in an amount equal to the
difference between the amount determined pursuant to subsection (i) hereof and
the amount determined pursuant to the terms of subsection (ii) hereof, as
follows:

                           (i)      The total amount of employer contributions
that would have been credited to the Participant's account under the Ruddick
ESOP for such Plan Year if the employer contributions credited to his account
were determined based on his Adjusted ESOP Compensation rather than the
applicable definition of compensation under the Ruddick ESOP; minus

                           (ii)     The total amount of employer contributions
that were actually made to the Participant's account under the Ruddick ESOP for
such Plan Year.

         3.7      MAKE-UP PENSION CONTRIBUTIONS.

                  As soon as administratively feasible following the earlier of
(i) the Participant's termination from employment for any reason with a vested
accrued benefit under the Ruddick Pension Plan (or such other date as
determined by the Administrative Committee) or (ii) a Change in Control, the
Retirement Subaccount of the Participant will be credited with a Make-Up
Pension Contribution in an amount equal to the difference between the amount
determined pursuant to subsection (i) hereof and the amount determined pursuant
to the terms of subsection (ii) hereof, as follows:

                           (i)      The actuarial lump sum value, as defined in
subsection (iii), of the benefit that would be payable to the Participant or
Beneficiary under the Ruddick Pension Plan as of his earliest benefit
commencement date under such plan if his benefits were to be


                                      14
<PAGE>
determined based on his Adjusted Pension Compensation rather than the
applicable definition of compensation under the Ruddick Pension Plan; minus

                           (ii)     The actuarial lump sum value, as defined in
subsection (iii), of the benefit that will actually be payable to the
Participant or Beneficiary under the Ruddick Pension Plan as of his earliest
benefit commencement date under such plan.

                           (iii)    For the purposes of this Section 3.7,
actuarial lump sum value shall be defined as the present value of the
retirement benefit payable as a single life annuity at the assumed commencement
date (determined using the Ruddick Pension Plan's early retirement reduction
factors, if applicable) calculated using the interest rate and mortality table
that would be used to determine the amount of an involuntary lump sum payment.

         3.8      DEBITING OF DISTRIBUTIONS.

                  As of each Valuation Date, the Administrative Committee will
debit each Participant's Account for any amount distributed from such Account
since the immediately preceding Valuation Date.

         3.9      CREDITING OF EARNINGS.

                  As of each Valuation Date, the Administrative Committee will
credit to each Participant's Account the amount of earnings and/or losses
applicable thereto for the period since the immediately preceding Valuation
Date. Such crediting of earnings and/or losses will be effected as of each
Valuation Date, as follows:

                  (a)      RATE OF RETURN. The Administrative Committee will
first determine a rate of return for the period since the immediately preceding
Valuation Date for each of the Investment Funds;

                  (b)      AMOUNT INVESTED. The Administrative Committee next
will determine the amount of (i) each Participant's Account that was deemed
invested in each Investment Fund as of the immediately preceding Valuation
Date; minus (ii) the amount of any distributions debited from the amount
determined in clause (i) since the immediately preceding Valuation Date; and

                  (c)      DETERMINATION OF AMOUNT. The Administrative
Committee will then apply the rate of return for each Investment Fund for such
Valuation Date (as determined in subsection (a) hereof) to the amount of the
Participant's Account deemed invested in such Investment Fund for such
Valuation Date (as determined in subsection (b) hereof), and the total amount
of earnings and/or losses resulting therefrom will be credited to such
Participant's Account as of the applicable Valuation Date.

         3.10     VALUE OF ACCOUNT.

                  The value of a Participant's Account as of any date will be
equal to the aggregate value of all contributions and all investment earnings
deemed credited to his Account as of such date, determined in accordance with
this Article III.


                                      15
<PAGE>
         3.11     VESTING.

                  (a)      DEFERRAL CONTRIBUTIONS. A Participant will at all
times be fully vested in his Deferral Contributions and the earnings credited
to his Account with respect to such Deferral Contributions.

                  (b)      MATCHING CONTRIBUTIONS. Except as provided in
subsection (e) hereto, any Matching Contributions credited to a Participant's
Account and the earnings credited with respect thereto will be vested to the
same extent that any matching contributions credited to a Participant's account
in the Ruddick 401(k) Plan are (or would be) vested.

                  (c)      MAKE-UP ESOP CONTRIBUTIONS. Except as provided in
subsection (e) hereto, any Make-Up ESOP Contributions credited to a
Participant's Account and the earnings credited with respect thereto will be
vested to the same extent that any employer contributions credited to a
Participant's account in the Ruddick ESOP are vested.

                  (d)      MAKE-UP PENSION CONTRIBUTIONS. Except as provided in
subsection (e) hereto, any Make-Up Pension Contributions credited to a
Participant's Account and the investment earnings (if any) attributable thereto
will be vested to the same extent that a Participant's retirement benefit under
the Ruddick Pension Plan is vested.

                  (e)      CHANGE IN CONTROL. If a Change in Control occurs,
all Participants deemed involved in such Change in Control (as described in the
applicable "Change in Control" definition) will be immediately 100% vested in
the Matching, Make-Up ESOP and Make-Up Pension Contributions credited to their
Accounts and the investment earnings (if any) attributable thereto as of the
date of such Change in Control.

         3.12     NOTICE TO PARTICIPANTS OF ACCOUNT BALANCES.

                  At least once for each Plan Year, the Administrative
Committee will cause a written statement of a Participant's Account balance to
be distributed to the Participant.

         3.13     GOOD FAITH VALUATION BINDING.

                  In determining the value of the Accounts, the Administrative
Committee will exercise its best judgment, and all such determinations of value
(in the absence of bad faith) will be binding upon all Participants and their
Beneficiaries.

         3.14     ERRORS AND OMISSIONS IN ACCOUNTS.

                  If an error or omission is discovered in the Account of a
Participant or in the amount of a Participant's deferrals, the Administrative
Committee, in its sole discretion, will cause appropriate, equitable
adjustments to be made as soon as administratively practicable following the
discovery of such error or omission.


                                      16
<PAGE>
                                   ARTICLE IV
                                INVESTMENT FUNDS


         4.1      SELECTION BY ADMINISTRATIVE COMMITTEE.

                  From time to time, the Administrative Committee will select
two or more Investment Funds for purposes of determining the rate of return on
amounts deemed invested in such Investment Funds in accordance with the terms
of the Plan. The Administrative Committee may change, add or remove Investment
Funds on a prospective basis at anytime(s) and in any manner it deems
appropriate.

         4.2      PARTICIPANT DIRECTION OF DEEMED INVESTMENTS.

                  Each Participant generally may direct the manner in which his
Account will be deemed invested in and among the Investment Funds by making an
Investment Election in accordance with the following terms:

                  (a)      NATURE OF PARTICIPANT DIRECTION. The selection of
Investment Funds by a Participant will be for the sole purpose of determining
the rate of return to be credited to his Account, and will not be treated or
interpreted in any manner whatsoever as a requirement or direction to actually
invest assets in any Investment Fund or any other investment media. The Plan,
as an unfunded, nonqualified deferred compensation plan, at no time will have
any actual investment of assets relative to the benefits or Accounts hereunder.

                  (b)      INVESTMENT OF CONTRIBUTIONS. Each Participant may
make an Investment Election prescribing the percentage of the future
contributions that will be deemed invested in each Investment Fund. An initial
Investment Election of a Participant will be made as of the date the
Participant commences participation in the Plan and will apply to all
contributions credited to such Participant's Account after such date. Such
Participant may make subsequent Investment Elections as of any Valuation Date,
and each such election will apply to all such specified contributions credited
to such Participant's Account after the Administrative Committee (or its
designee) has a reasonable opportunity to process such election pursuant to
such procedures as the Administrative Committee may determine from
time-to-time. Any Investment Election made pursuant to this subsection with
respect to future contributions will remain effective until changed by the
Participant. In the event a Participant never makes an Investment Election or
makes an incomplete or insufficient Investment Election in some manner, the
Administrative Committee shall direct the investment of the Participant's
Account.

                  (c)      INVESTMENT OF EXISTING ACCOUNT BALANCES. Each
Participant may make an Investment Election prescribing the percentage of his
existing Account balance that will be deemed invested in each Investment Fund.
Such Participant may make such Investment Elections as of any Valuation Date,
and each such election will be effective after the Administrative Committee (or
its designee) has a reasonable opportunity to process such election. Each such
election will remain in effect until changed by such Participant.

                  (d)      ADMINISTRATIVE COMMITTEE DISCRETION. The
Administrative Committee will have complete discretion to adopt and revise
procedures to be followed in making Investment Elections. Such procedures may
include, but are not limited to, the process of making elections, the permitted
frequency of making elections, the incremental size of elections, the deadline
for making elections and the effective date of such elections. Any procedures
adopted by the Administrative Committee that are inconsistent with the
deadlines or procedures specified in this Section will supersede such
provisions of this Section without the necessity of a Plan amendment.


                                      17
<PAGE>
                                   ARTICLE V
                          PAYMENT OF ACCOUNT BALANCES


         5.1      DISTRIBUTIONS SUBACCOUNTS.

                  (a)      GENERALLY. For purposes of determining the timing
and form of distribution, a Participant's Account shall be allocated among
Retirement and In-Service Subaccounts. A Participant may have only one
Retirement Subaccount and up to four In-Service Subaccounts.

                  (b)      MATCHING, MAKE-UP ESOP AND MAKE-UP PENSION
CONTRIBUTIONS. All Matching, Make-Up ESOP and Make-Up Pension Contributions
shall be allocated to the Retirement Subaccount.

                  (c)      DEFERRAL CONTRIBUTIONS. Each Participant may direct
the manner in which his Deferral Contributions will be allocated among his
Retirement Subaccount and any In-Service Subaccount. In the event a Participant
fails to make an election regarding such allocation or makes an incomplete or
insufficient election in some manner, his Deferral Contributions shall be
allocated to his Retirement Subaccount.

         5.2      RETIREMENT SUBACCOUNT.

                  (a)      GENERAL RULE CONCERNING PAYMENTS. If a Participant
terminates employment after attaining Retirement Age, he will be entitled to
begin receiving a distribution of the total of (i) the entire vested amount
credited to his Retirement Subaccount, determined as of the Valuation Date on
which such distribution is processed; plus (ii) the vested amount of Deferral,
Matching, Make-Up ESOP and Make-Up Pension Contributions to be credited to his
Retirement Subaccount since such Valuation Date; plus (iii) any accrued but
uncredited earnings. If a Participant terminates his employment with the
Controlling Company and all of its Affiliates and all Participating Companies
for any reason other than death or Disability and before his Retirement Age, he
will receive a single lump sum distribution of the total of (i) the entire
vested amount credited to his Retirement Account, determined as of the
Valuation Date on which such distribution is processed; plus (ii) the vested
amount of Deferral, Matching, Make-Up ESOP and Make-Up Pension Contributions
made since such Valuation Date; plus (iii) any accrued but uncredited earnings.
For purposes of this subsection, the "Valuation Date on which such distribution
is processed" refers to the Valuation Date established for such purpose by
administrative practice, even if actual payment is made or commenced at a later
date due to delays in valuation, administration or any other procedure.

                  (b)      TIMING OF DISTRIBUTION. The vested amount payable to
a Participant under this Section will commence to be distributed as soon as
administratively feasible after the date the Participant terminates employment.

                  (c)      FORM OF DISTRIBUTION. The benefit payable to a
Participant under this Section will be paid in the form of a single lump sum
payment, unless the Participant elects to receive annual installment payments,
subject to the following terms and conditions:

                           (i)      Length of Installment Payments. The
installment payments will be made in substantially equal annual installments
(adjusted for investment income between


                                      18
<PAGE>
payments in the manner described in Section 3.9) over a period of not less than
2 years and not more than 15 years. The initial value of the obligation for the
installment payments will be equal to the amount of the Participant's
Retirement Subaccount balance calculated in accordance with the terms of
subsection (a) hereof.

                           (ii)     Participant Election. A Participant will
designate and from time to time may redesignate the number of years over which
such installment payments would be made if he were to terminate employment
after attaining Retirement Age; provided however, that if the Participant makes
an election less than 12 months prior to terminating employment after attaining
Retirement Age, such election will not be effective and the previous election
(if any) will apply; provided further, the Participant cannot redesignate the
number of years after payments have begun. In the event a Participant fails to
make an election regarding the number of annual installment payments he is to
receive in the event of his Retirement or makes an incomplete or insufficient
election in some manner, his benefit will be payable in the form of a single
lump sum payment. Installment payments will be made as soon as administratively
feasible after January 1 of each applicable Plan Year.

                           (iii)    Payments Following Death. If a Participant
dies after payment of his benefit from the Plan has begun, but before his
entire benefit has been distributed, the remaining amount of his Retirement
Subaccount balance will be distributed to the Participant's designated
Beneficiary in the form of a single-sum payment.

         5.3      IN-SERVICE SUBACCOUNTS.

                  (a)      GENERAL RULE. A Participant may elect to allocate
his Deferral Contributions to one or more, but no more than four, In-Service
Subaccounts. In accordance with the terms of subsections (b), (c) and (d)
hereof, a Participant will be entitled to receive or begin receiving a
distribution of an In-Service Subaccount equal to the entire amount credited to
such In-Service Subaccount, determined as of the Valuation Date on which such
distribution is processed; plus (ii) the amount of Deferral Contributions made
since such Valuation Date; plus (iii) any accrued but uncredited earnings. For
purposes of this subsection, the "Valuation Date on which such distribution is
processed" refers to the Valuation Date established for such purpose by
administrative practice, even if actual payment is made or commenced at a later
date due to delays in valuation, administration or any other procedure.

                  (b)      TIMING OF DISTRIBUTIONS

                           (i)      General Rule. The Participant's In-Service
Subaccount will be or will commence to be distributed to him on or as soon as
administratively feasible after the applicable In-Service Distribution Date.

                           (ii)     Election by Participant. A Participant may
elect to have his In-Service Subaccount paid or commenced as soon as
administratively feasible after January 1 of any year specified in such
election. Such date will be known as the In-Service Distribution Date for the
applicable In-Service Subaccount. Such election must be made at the time the
Participant elects to make his Deferral Contributions which are to be allocated
to the In-Service Subaccount. If a Participant does not make an election
hereunder for the first Plan Year in which his In-Service Subaccount is
credited with Deferral Contributions, he will be deemed to have elected


                                      19
<PAGE>
the date of his termination of employment as the In-Service Distribution Date.

                           (iii)    Modifications of In-Service Distribution
Date. At least one year prior to any In-Service Distribution Date (as
determined in accordance with subsection (b)(i) or (b)(ii) hereof), a
Participant may make an election (subject to Section 5.3(a)) to delay the
payment (or commencement) of his In-Service Subaccount payable on such date to
a later date, or to accelerate a scheduled In-Service Distribution Date, and
such In-Service Subaccount will be paid (or commenced) as soon as
administratively feasible after such delayed or accelerated In-Service
Distribution Date; provided, any election to accelerate payment will be
effective only if the accelerated In-Service Distribution Date occurs no
earlier than one year after the date the election to accelerate is made. A
Participant may make an election pursuant to this subsection more than once.

                  (c)      FORM OF DISTRIBUTION. A Participant's In-Service
Account will be paid in the form of a single lump sum distribution; provided,
however, a Participant may elect at the time he makes an election under Section
5.3(b)(ii) with respect to the In-Service Distribution Date, to have such
In-Service Subaccount balance paid in the form of annual installment payments.
The following terms and conditions will apply to installment payments made
under the Plan:

                           (i)      Length of Installment Payments. The
installment payments will be made in substantially equal annual installments
(adjusted for investment income between payments in the manner described in
Section 3.9) over any period of not less than 2 years and not more than 5
years. The initial value of the obligation for the installment payments will be
equal to the amount of the Participant's In-Service Subaccount balance
calculated in accordance with the terms of Section 5.3(a).

                           (ii)     Participant Election. A Participant will
designate and from time to time may redesignate the number of years over which
such installment payments will be made; provided however, that if the
Participant makes an election less than 12 months prior to the In-Service
Distribution Date, such election will not be effective and the previous
election (if any) will apply; provided further, the Participant cannot
redesignate the number of years after payments have begun. In the event a
Participant fails to make an election regarding the number of annual
installment payments he is to receive in the event of his Retirement or makes
an incomplete or insufficient election in some manner, his benefit will be
payable in the form of a single lump sum payment. Installment payments will be
made as soon as administratively feasible after January 1 of each applicable
Plan Year.

                           (iii)    Payments Following Death. If a Participant
dies after payment of his benefit from the In-Service Subaccount has begun, but
before his entire In-Service Subaccount has been distributed, the remaining
amount of his In-Service Subaccount balance will be distributed to the
Participant's designated Beneficiary in the form of a single-sum payment.

                  (d)      TERMINATION OF EMPLOYMENT. Notwithstanding anything
herein to the contrary, if a Participant terminates employment prior to his
Retirement Age, any In-Service Subaccount will be payable immediately in the
form of a single lump sum payment. If a Participant terminates employment on or
after his Retirement Age, (A) any In-Service Subaccount from which payments
commenced prior to the Participant's termination of


                                      20
<PAGE>
employment shall continue to be paid in accordance with the elections
applicable to such subaccount, and (B) an In-Service Subaccount from which
payments have not yet begun shall be transferred to the Participant's
Retirement Subaccount and paid in accordance with the terms thereof.

         5.4      DISABILITY BENEFITS.

                  (a)      GENERAL RULE CONCERNING PAYMENTS. If a Participant
becomes Disabled, he will be entitled to begin receiving a distribution of the
total of (i) the entire vested amount credited to his Account, determined as of
the Valuation Date on which such distribution is processed; plus (ii) the
vested amount of Deferral, Matching, Make-Up ESOP and Make-Up Pension
Contributions made since such Valuation Date; plus (iii) any accrued but
uncredited earnings. For purposes of this subsection, the "Valuation Date on
which such distribution is processed" refers to the Valuation Date established
for such purpose by administrative practice, even if actual payment is made or
commenced at a later date due to delays in valuation, administration or any
other procedure.

                  (b)      TIMING OF DISTRIBUTION. The vested benefit payable
to a Participant under this Section will commence to be distributed as soon as
administratively feasible after the date the Participant becomes Disabled.

                  (c)      FORM OF DISTRIBUTION. The benefit payable to a
Participant under this Section will be paid in the form of a single lump sum
payment, unless the Participant elects to receive annual installment payments,
subject to the following terms and conditions:

                           (i)      Length of Installment Payments. The
installment payments will be made in substantially equal annual installments
(adjusted for investment income between payments in the manner described in
Section 3.9) over a period of not less than 2 years and not more than 15 years.
The initial value of the obligation for the installment payments will be equal
to the amount of the Participant's Account balance calculated in accordance
with the terms of Section 5.4(a).

                           (ii)     Participant Election. A Participant will
designate and from time to time may redesignate the number of years over which
such installment payments would be made if he were to become Disabled;
provided, the Participant cannot redesignate the number of years after payments
have begun. In the event a Participant fails to make an election regarding the
number of annual installment payments he is to receive in the event of his
Disability or makes an incomplete or insufficient election in some manner, his
benefit will be payable in the form of annual installment payments over a
period of 15 years. Installment payments will be made as soon as
administratively feasible after January 1 of each applicable year.

                           (iii)    Payments Following Death. If a Participant
dies after payment of his benefit from the Plan has begun, but before his
entire benefit has been distributed, the remaining amount of his Account
balance will be distributed to the Participant's designated Beneficiary in the
form of a single-sum payment.


                                      21
<PAGE>
         5.5      DEATH BENEFITS.

                  If a Participant dies before payment of his benefit from the
Plan is made or commenced, the Beneficiary or Beneficiaries designated by such
Participant in his latest beneficiary designation form filed with the
Administrative Committee will be entitled to receive a distribution of the
total of (i) the entire vested amount credited to such Participant's Account,
determined as of the Valuation Date on which such distribution is processed;
plus (ii) the vested amount of Deferral, Matching, Make-Up ESOP and Make-Up
Pension Contributions made since such Valuation Date; plus (iii) any accrued
but uncredited earnings. For purposes of this Section, the "Valuation Date on
which such distribution is processed" refers to the Valuation Date established
for such purpose by administrative practice, even if actual payment is made or
commenced at a later date due to delays in valuation, administration or any
other procedure. The benefit will be distributed to such Beneficiary or
Beneficiaries, as soon as administratively feasible after 60 days following the
date of the Participant's death, in the form of a single-sum payment in cash as
prescribed in Section 5.8.

         5.6      CHANGE IN CONTROL.

                  Notwithstanding anything in Section 5.2 or 5.3 or any
election made by the Participant to the contrary, any Participant who is deemed
involved with a Change in Control (as described in Section 1.12) will receive
an immediate distribution of his Account (or the remainder thereof) payable
under Section 5.2(a) and Section 5.3(a) in the form of a single-sum payment.
Unless the customary rules and elections under the Plan would provide for an
earlier distribution date, such payment will be made as soon as
administratively feasible after the 14-month period beginning on the date such
Change in Control occurs; provided, such Participant may elect to delay payment
of this benefit or change the form of benefit as long as such election is made
during the 2-month period beginning on the date the Change in Control is deemed
to occur.

         5.7      MANDATORY CASH-OUT.

                  Notwithstanding anything in Sections 5.2, 5.4, 5.5, or 5.6 to
the contrary, any Participant whose Account as of the date his benefit is
scheduled to be paid or commence to be paid is less than $25,000, or such other
minimum amount as may be determined by the Administrative Committee in its sole
discretion, such benefit will be paid in a single-sum payment.

         5.8      FORM OF ASSETS.

                  All distributions will be made in the form of cash in U.S.
dollars.


                                      22
<PAGE>
         5.9      WITHDRAWALS.

                  (a)      HARDSHIP WITHDRAWALS. Upon receipt of (i) an
application for a hardship withdrawal from a Participant who has not yet
received distribution of his entire Account and (ii) the Administrative
Committee's decision, made in its sole discretion, that a Participant has
suffered a Financial Hardship, the Administrative Committee will cause the
Controlling Company to pay a distribution to such Participant. Such
distribution will be paid in a single-sum payment, in cash as prescribed in
Section 5.8, as soon as administratively feasible after the Administrative
Committee determines that the Participant has incurred a Financial Hardship.
The amount of such single-sum payment will be limited to the vested amount of
the Participant's Account that is reasonably necessary to meet the
Participant's requirements resulting from the Financial Hardship. The amount of
such distribution will reduce the Participant's Account balance as provided in
Section 3.8. In addition, the Participant receiving such distribution will
immediately cease to make Deferral Contributions and will not be eligible to
resume Deferral Contributions until the first day of the Plan Year beginning
after the date of the distribution.

                  (b)      IMMEDIATE CALL. Notwithstanding any other provision
of this Article V to the contrary, a Participant may elect, at any time prior
to the distribution of his entire Account, to withdraw all of the total of (i)
the remaining vested amount credited to his Account, determined as of the
Valuation Date on which such distribution is processed; plus (ii) the vested
amount of Deferral, Matching, Make-Up ESOP and Make-Up Pension Contributions
made since such Valuation Date; plus (iii) any accrued but uncredited earnings.
Such distribution will be made in the form of a single-sum payment in cash, as
prescribed in Section 5.8, as soon as administratively feasible after the date
of the Participant's election under this subsection (b). At the time such
distribution is made, an amount equal to 10% of the amount otherwise
distributable will be permanently and irrevocably forfeited. The forfeiture
amount will be deducted from his distribution amount. In addition, the
Participant receiving such distribution will immediately cease to make Deferral
Contributions and will not be eligible to resume Deferral Contributions until
the first day of the Plan Year coinciding with or immediately following the 1
year anniversary of such distribution.

         5.10     BENEFICIARY DESIGNATION.

                  (a)      GENERAL. Participants will designate and from time
to time may redesignate their Beneficiaries in such form and manner as the
Administrative Committee may determine.

                  (b)      NO DESIGNATION OR DESIGNEE DEAD OR MISSING. In the
event that:

                           (1)      a Participant dies without designating a
primary or contingent Beneficiary;

                           (2)      none of the primary or contingent
Beneficiaries designated by a Participant survive the Participant by 60 days;
or

                           (3)      the Beneficiary designated by a Participant
cannot be located by the Administrative Committee within 1 year from the date
benefits are to be paid to such person;


                                      23
<PAGE>
then, in any of such events, the Beneficiary of such Participant with respect
to any benefits that remain payable under the Plan will be the Participant's
Surviving Spouse, if any, and if not, the estate of the Participant.

                  (c)      MULTIPLE PRIMARY BENEFICIARIES. If a Participant
names more than one primary Beneficiary and a primary Beneficiary does not
survive the Participant by 60 days, the portion of the Participant's Account
that would have been distributed to such primary Beneficiary will be
distributed as elected by the Participant; provided, if the Participant fails
to make such an election, the portion of his Account that would have been
distributed to such primary Beneficiary will be distributed to the
Participant's Surviving Spouse, if any, and if not, the estate of the
Participant.

                  (d)      FORFEITURE OF BENEFITS IN THE CASE OF MURDER OR
MANSLAUGHTER. Notwithstanding anything to the contrary in the Plan, no
distribution of benefits will be made under any provision of the Plan to any
individual who is convicted of, or pleads guilty to, murder, felony murder or
voluntary manslaughter of a Participant with respect to whom such distribution
would otherwise be payable. For purposes of the Plan, any such individual will
be deemed to have predeceased the Participant (and thus will not be considered
a Beneficiary). The Administrative Committee may withhold distribution of
benefits otherwise payable under the Plan for such period of time as is
necessary or appropriate under the circumstances to make a determination with
regard to the application of this subsection (d).

         5.11     OFFSET FOR OBLIGATIONS TO THE COMPANY.

                  Notwithstanding anything herein to the contrary, if a
Participant or Beneficiary has any outstanding obligation to any Affiliate
(whether or not such obligation is related to the Plan), the Administrative
Committee may cause the Account balance of such Participant or Beneficiary to
be reduced and offset by, and to be applied to satisfy, the amount of such
obligation.

         5.12     TAXES.

                  If the whole or any part of any Participant's or
Beneficiary's benefit hereunder will become subject to any estate, inheritance,
income, employment or other tax which the Participating Company will be
required to pay or withhold, the Participating Company will have the full power
and authority to withhold and pay such tax out of any monies or other property
in its hand for the account of the Participant or Beneficiary whose interests
hereunder are so affected (including, without limitation, by reducing and
offsetting the Participant's or Beneficiary's Account balance). Prior to making
any payment, the Participating Company may require such releases or other
documents from any lawful taxing authority as it deems necessary.



                                      24
<PAGE>
                                   ARTICLE VI
                                     CLAIMS


         6.1      INITIAL CLAIM.

                  Claims for benefits under the Plan may be filed with the
Administrative Committee on forms or in such other written documents, as the
Administrative Committee may prescribe. The Administrative Committee will
furnish to the claimant written notice of the disposition of a claim within 90
days after the application therefor is filed. In the event the claim is denied,
the notice of the disposition of the claim will provide the specific reasons
for the denial, citations of the pertinent provisions of the Plan, and, where
appropriate, an explanation as to how the claimant can perfect the claim and/or
submit the claim for review.

         6.2      APPEAL.

                  Any Participant or Beneficiary who has been denied a benefit
will be entitled, upon request to the Administrative Committee, to appeal the
denial of his claim. The claimant (or his duly authorized representative) may
review pertinent documents related to the Plan in the Administrative
Committee's possession in order to prepare the appeal. The request for review,
together with written statement of the claimant's position, must be filed with
the Administrative Committee no later than 60 days after receipt of the written
notification of denial of a claim provided for in Section 6.1. The
Administrative Committee's decision will be made within 60 days following the
filing of the request for review. If unfavorable, the notice of the decision
will explain the reasons for denial and indicate the provisions of the Plan or
other documents used to arrive at the decision. The Administrative Committee's
decision or review shall be final and conclusive upon all persons interested
therein, except to the extent otherwise provided by applicable law.

         6.3      SATISFACTION OF CLAIMS.

                  Any payment to a Participant or Beneficiary will to the
extent thereof be in full satisfaction of all claims hereunder against the
Administrative Committee and the Participating Companies, any of whom may
require such Participant or Beneficiary, as a condition to such payment, to
execute a receipt and release therefor in such form as will be determined by
the Administrative Committee or the Participating Companies. If receipt and
release is required but the Participant or Beneficiary (as applicable) does not
provide such receipt and release in a timely enough manner to permit a timely
distribution in accordance with the general timing of distribution provisions
in the Plan, the payment of any affected distribution may be delayed until the
Administrative Committee or the Participating Companies receive a proper
receipt and release.


                                      25
<PAGE>
                                  ARTICLE VII
                             SOURCE OF FUNDS; TRUST


         7.1      SOURCE OF FUNDS.

                  Except as provided in this Section 7.1 and Section 7.2
(relating to the Trust), each Participating Company will provide the benefits
described in the Plan from its general assets. However, to the extent that
funds in such Trust allocable to the benefits payable under the Plan are
sufficient, the Trust assets may be used to pay benefits under the Plan. If
such Trust assets are not sufficient to pay all benefits due under the Plan,
then the appropriate Participating Company will have the obligation, and the
Participant or Beneficiary, who is due such benefits, will look to such
Participating Company to provide such benefits. The Controlling Company intends
to enter into a guaranty agreement to guarantee Plan Obligations owed by the
respective Participating Companies to Plan Participants incurred during such
time that the Controlling Company owned, directly or indirectly, in the
aggregate a majority or the ownership interest in such Participating Company.

         7.2      TRUST.

                  (a)      ESTABLISHMENT. To the extent determined by the
Controlling Company, the Participating Companies will transfer the funds
necessary to fund benefits accrued hereunder to the Trustee to be held and
administered by the Trustee pursuant to the terms of the Trust Agreement.
Except as otherwise provided in the Trust Agreement, each transfer into the
Trust Fund will be irrevocable as long as a Participating Company has any
liability or obligations under the Plan to pay benefits, such that the Trust
property is in no way subject to use by the Participating Company; provided, it
is the intent of the Controlling Company that the assets held by the Trust are
and will remain at all times subject to the claims of the general creditors of
the Participating Companies.

                  (b)      DISTRIBUTIONS. Pursuant to the Trust Agreement, the
Trustee will make payments to Plan Participants and Beneficiaries in accordance
with a payment schedule provided by the Participating Company. The
Participating Company will make provisions for the reporting and withholding of
any federal, state or local taxes that may be required to be withheld with
respect to the payment of benefits pursuant to the terms of the Plan and will
pay amounts withheld to the appropriate taxing authorities or determine that
such amounts have been reported, withheld and paid by the Participating
Company.

                  (c)      STATUS OF THE TRUST. No Participant or Beneficiary
will have any interest in the assets held by the Trust or in the general assets
of the Participating Companies other than as a general, unsecured creditor.
Accordingly, a Participating Company will not grant a security interest in the
assets held by the Trust in favor of the Participants, Beneficiaries or any
creditor.

                  (d)      CHANGE IN CONTROL. Notwithstanding anything in this
Article VII to the contrary, in the event of a Change in Control, each of the
Participating Companies with obligations to Participants (or their
Beneficiaries) who are deemed involved with such Change in Control will
immediately transfer to the Trustee an amount equal to the aggregate of all
benefit amounts (determined as of the Valuation Date as of which the Change in
Control occurs) of all such Participants and Beneficiaries for which such
Participating Company is liable for payment in accordance with the terms of
Section 3.1(c). The funds so transferred will be held and administered by the
Trustee pursuant to the terms of the Trust Agreement and the foregoing
provisions of this Section 7.2.


                                      26
<PAGE>
                                  ARTICLE VIII
                            ADMINISTRATIVE COMMITTEE


         8.1      APPOINTMENT OF ADMINISTRATIVE COMMITTEE.

                  (a)      ADMINISTRATIVE COMMITTEE. As of the Effective Date,
the Board will appoint individuals to serve as members of the Administrative
Committee. The Controlling Company will have the right to remove any member of
such committee at any time. A member may resign at any time by written
resignation delivered to the remaining members of the Administrative Committee
(if any), and if none, to the Board. If a vacancy in the Administrative
Committee should occur, a successor may be appointed by the Controlling
Company, and the Controlling Company may appoint additional members. (See
subsection (b) hereof regarding the specified persons who may act for the
Controlling Company in naming committee members hereunder).

                  (b)      APPOINTMENTS BY CONTROLLING COMPANY. The appointment
and removal authority and responsibilities assigned to the Controlling Company
in this Section 8.1 and Section 8.4(a) may be exercised at any time by either
the Board or the individual(s) who are serving as member(s) of the
Administrative Committee at such time; provided, if there is any dispute over
any appointment or removal of a committee member, the Board will act to resolve
such dispute. In making such appointments and removals, the Administrative
Committee members will be acting on behalf of the Controlling Company and not
in their capacity as plan fiduciaries.

         8.2      ADMINISTRATION GENERALLY.

                  The Plan will be administered by the Administrative
Committee. The Administrative Committee may establish such policies and
procedures as it deems helpful with respect to the operation and administration
of the Plan. All administrative and investment decisions ultimately will be
made by and will require the approval of the Administrative Committee, except
as delegated by the Administrative Committee or the Plan pursuant to this
Article VIII.

         8.3      ORGANIZATION OF ADMINISTRATIVE COMMITTEE.

                  The Administrative Committee may elect a Chairman and a
Secretary from among its members. In addition to those powers set forth
elsewhere in the Plan, the Administrative Committee, by formal action or
through its practices, may appoint such agents, who need not be members of such
Administrative Committee, as it may deem necessary for the effective
performance of its duties and may delegate to such agents such powers and
duties, whether ministerial or discretionary, as the Administrative Committee
may deem expedient or appropriate. The Administrative Committee will act by
majority vote.


                                      27
<PAGE>
         8.4      POWERS AND RESPONSIBILITY OF ADMINISTRATIVE COMMITTEE.

                  The Administrative Committee will have complete control of
the administration of the Plan hereunder, with all powers necessary to
accomplish that purpose, including (but not limited to) the following:

                  (a)      to appoint and remove members of the Administrative
Committee;

                  (b)      to appoint a Trustee hereunder;

                  (c)      to construe the Plan and to determine all questions
that will arise thereunder;

                  (d)      to have all powers elsewhere herein conferred upon
it;

                  (e)      to decide all questions relating to the eligibility
of employees to participate in the Plan;

                  (f)      to determine the benefits of the Plan to which any
Participant or Beneficiary may be entitled;

                  (g)      to maintain and retain records relating to
Participants and Beneficiaries;

                  (h)      to prepare and furnish to Participants all
information required under federal law or provisions of the Plan to be
furnished to them;

                  (i)      to provide directions to the Trustee with respect to
methods of benefit payment, and all other matters where called for in the Plan
or requested by the Trustee;

                  (j)      to engage assistants and professional advisors;

                  (k)      to provide procedures for determination of claims
for benefits;

                  (l)      to amend the Plan at any time and from time to time
as provided for in Section 9.1; and

                  (m)      to delegate any recordkeeping or other administerial
duties hereunder to any other person or third-party.


                                      28
<PAGE>
         8.5      RECORDS OF COMMITTEE.

                  (a)      NOTICES AND DIRECTIONS. Any notice, direction,
order, request, certification or instruction of the Administrative Committee to
the Trustee will be in writing signed by a member of the Administrative
Committee (or such other media or format to which the Administrative Committee
and Trustee may agree). The Trustee and every other person will be entitled to
rely conclusively upon any and all such proper notices, directions, orders,
requests, certifications and instructions received from the Administrative
Committee and reasonably believed to be properly executed, and will act and be
fully protected in acting in accordance with any such directions that are
proper.

                  (b)      RECORDS OF ADMINISTRATIVE COMMITTEE. All acts and
determinations of the Administrative Committee will be duly recorded by its
Secretary or under his supervision, and all such records, together with such
other documents as may be necessary for the administration of the Plan, will be
preserved in the custody of such Secretary.

         8.6      CONSTRUCTION OF THE PLAN.

                  The Administrative Committee will take such steps as are
considered necessary and appropriate to remedy any inequity that results from
incorrect information received or communicated in good faith or as the
consequence of an administrative error. The Administrative Committee, in its
sole and full discretion, will interpret the Plan and will determine the
questions arising in the administration, interpretation and application of the
Plan. The Administrative Committee will endeavor to act, whether by general
rules or by particular decisions, to treat all similarly-situations
Participants uniformly, unless it otherwise deems necessary. The Administrative
Committee will correct any defect, reconcile any inconsistency or supply any
omission with respect to the Plan.

         8.7      DIRECTION OF TRUSTEE.

                  The Administrative Committee will have the power to provide
the Trustee with general investment policy guidelines and directions to assist
the Trustee respecting investments made in compliance with, and pursuant to,
the terms of the Plan.

         8.9      INDEMNIFICATION.

                  The Administrative Committee and each member of the
Administrative Committee will be indemnified by the Participating Companies
against judgment amounts, settlement amounts (other than amounts paid in
settlement to which the Participating Companies do not consent) and expenses,
reasonably incurred by the Administrative Committee or him in connection with
any action to which the committee or he may be a party (by reason of his
service as a member of the Administrative Committee) except in relation to
matters as to which the committee or he will be adjudged in such action to be
personally guilty of gross negligence or willful misconduct in the performance
of its or his duties. The foregoing right to indemnification will be in
addition to such other rights as the Administrative Committee or each
Administrative Committee member may enjoy as a matter of law or by reason of
insurance coverage of any kind. Rights granted hereunder will be in addition to
and not in lieu of any rights to indemnification to which the Administrative
Committee or each Administrative Committee member may be entitled pursuant to
the by-laws or other organizational rules of the Controlling Company. Service
on the Administrative Committee will be deemed in partial fulfillment of an
Administrative Committee member's function as an employee or officer of the
Controlling Company or any Participating Company, if he serves in such other
capacity as well.


                                      29
<PAGE>
                                   ARTICLE IX
                           AMENDMENT AND TERMINATION


         9.1      AMENDMENTS.

                  The Administrative Committee will have the right, in its sole
discretion, to amend the Plan in whole or in part at any time and from time to
time; provided, any amendment that may result in significantly increased
expenses under the Plan must be approved by the Board. Any amendment will be in
writing and executed by a duly authorized member of the Administrative
Committee. An amendment to the Plan may modify its terms in any respect
whatsoever, and may include, without limitation, a permanent or temporary
freezing of the Plan such that the Plan will remain in effect with respect to
existing Account balances without permitting any new contributions; provided,
no such action may reduce the amount already credited to a Participant's
Account without the affected Participant's written consent. All Participants
and Beneficiaries will be bound by such amendment.

         9.2      TERMINATION OF PLAN.

                  The Controlling Company expects to continue the Plan but
reserves the right to discontinue and terminate the Plan at any time, for any
reason. Any action to terminate the Plan will be taken by the Board in the form
of a written Plan amendment executed by a duly authorized officer of the
Controlling Company. If the Plan is terminated, each Participant will become
100% vested in his Account which will be distributed in a single-sum as soon as
practicable after the date the Plan is terminated. The amount of any such
distribution will be determined as of the Valuation Date such termination
distribution is to be processed. Such termination will be binding on all
Participants and Beneficiaries.

         9.3      AUTHORIZATION AND DELEGATION TO THE ADMINISTRATIVE COMMITTEE
AND CONTROLLING COMPANY.

                  Each Affiliate which is or hereafter becomes a Participating
Company irrevocably authorizes and empowers the Administrative Committee and
the Board to:

                  (a)      amend or terminate the Plan without further action
by the Participating Company as provided in Sections 9.1 and 9.3; and

                  (b)      perform such other acts and do such other things as
the Administrative Committee and the Board are expressly directly authorized or
permitted to perform or do in the Plan.


                                      30
<PAGE>
                                   ARTICLE X
                                 MISCELLANEOUS


         10.1     TAXATION.

                  It is the intention of the Controlling Company that the
benefits payable hereunder will not be deductible by the Participating
Companies nor taxable for federal income tax purposes to Participants or
Beneficiaries until such benefits are paid by the Participating Company, or the
Trust, as the case may be, to such Participants or Beneficiaries. Each
Participant will be taxed for purposes of the Federal Insurance Contributions
Act ("FICA") as of the later of (i) the date that contributions are credited to
the Participant's Accounts; and (ii) the date that such amounts become vested.
When benefits are paid hereunder, it is the intention of the Controlling
Company that they will be deductible by the Participating Companies under Code
Section 162.

         10.2     NO EMPLOYMENT CONTRACT.

                  Nothing herein contained is intended to be nor will be
construed as constituting a contract or other arrangement between a
Participating Company and any Participant to the effect that the Participant
will be employed by the Participating Company for any specific period of time.

         10.3     HEADINGS.

                  The headings of the various articles and sections in the Plan
are solely for convenience and will not be relied upon in construing any
provisions hereof. Any reference to a section will refer to a section of the
Plan unless specified otherwise.

         10.4     GENDER AND NUMBER.

                  Use of any gender in the Plan will be deemed to include all
genders when appropriate, and use of the singular number will be deemed to
include the plural when appropriate, and vice versa in each instance.

         10.5     ASSIGNMENT OF BENEFITS.

                  The right of a Participant or his Beneficiary to receive
payments under the Plan may not be anticipated, alienated, sold, assigned,
transferred, pledged, encumbered, attached or garnished by creditors of such
Participant or Beneficiary, except by will or by the laws of descent and
distribution and then only to the extent permitted under the terms of the Plan.

         10.6     LEGALLY INCOMPETENT.

                  The Administrative Committee, in its sole discretion, may
direct that payment to be made to an incompetent or disabled person, whether
because of minority or mental or physical disability, be made instead to the
guardian of such person or to the person having custody of such person, without
further liability on the part of the Participating Company for the amount of
such payment to the person on whose account such payment is made.


                                      31
<PAGE>
         10.7     GOVERNING LAW.

                  The Plan will be construed, administered and governed in all
respects in accordance with applicable federal law (including ERISA) and, to
the extent not preempted by federal law, in accordance with the laws of the
State of North Carolina. If any provisions of this instrument will be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof will continue to be fully effective.

         10.8     EXCLUSIVE BENEFIT.

                  The benefits payable hereunder will be the exclusive benefit
payable to any Participant under the Plan.


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         IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be
executed by its duly authorized officer as of the Effective Date.


                                    RUDDICK CORPORATION

                                    By:      /s/ John B. Woodlief

                                    Title: Vice President - Finance and
                                           Chief Financial Officer


                                      33
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                                   EXHIBIT A

                            PARTICIPATING COMPANIES
                               (See Section 1.33)


COMPANY NAMES                                EFFECTIVE DATE

American and Efird, Inc.                     August 16, 2002
Harris Teeter, Inc.                          August 16, 2002


                                      A-1