ruddick_10q2.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing



Exhibit 10.1 

FIRST AMENDMENT 
TO THE

RUDDICK CORPORATION DIRECTOR DEFERRAL
PLAN 

     By authority granted to the
undersigned officer of Ruddick Corporation (“Corporation”), this First Amendment
to the Ruddick Corporation Director Deferral Plan (“Plan”) is hereby adopted and
approved as follows: 

WITNESSETH 

     WHEREAS, the Corporation sponsors the Plan, which was adopted January
1, 1998 and amended and restated effective January 1, 2008; and 

     WHEREAS, the Corporation reserved the right to amend the Plan under
Section 6(a) of the Plan; and

     WHEREAS, the Plan provides for the deferral of board meeting fees and
annual retainer fees; and

     WHEREAS, the Corporation desires to amend the Plan to allow
Participants to defer committee meeting fees earned on or after January 1, 2010.


     NOW,
THEREFORE, the following amendment is
hereby adopted effective immediately: 

1. Section 2, Purpose and Intent, is
hereby amended and restated in its entirety as follows: 

2.
Purpose and Intent: 

     Ruddick Corporation (the "Corporation") originally established
this Plan effective January 1, 1998 for the purpose of providing the nonemployee
members of its Board of Directors with the opportunity to defer payment of all
(but not any portion of) the annual retainer fee and/or the regularly-scheduled
or duly-called Board of Directors meetings fees payable during a year. The Plan
was subsequently amended in 2009 to allow directors to defer committee meeting
fees. This Plan (i) allows a participating director to defer all of the
director's annual retainer fee, board meeting fees, and committee meeting fees,
and (ii) sets forth special provisions for crediting such deferrals in a manner
that parallels the performance of the Corporation's common stock. The Plan was
amended by resolution of the Board of Directors effective November 18, 2004 to
provide for discretionary contributions by the Corporation for each nonemployee
member of the Board of Directors. The Plan was amended and restated effective
February 16, 2006. The Plan was amended and restated again effective January 1,
2008 to comply with final treasury regulations under Section 409A of the
Internal Revenue Code. It is the intent of the Corporation that amounts deferred
under the Plan by a director shall not be taxable to the director for income tax
purposes until the time actually received by the director. The provisions of the
Plan shall be construed and interpreted to effectuate such intent. 




     This Plan is intended to comply with the requirements of
Section 409A of the Internal Revenue Code and the regulations and other guidance
issued thereunder, as in effect from time to time. To the extent a provision of
the Plan is contrary to or fails to address the requirements of Code Section
409A, the Plan shall be construed and administered as necessary to comply with
such requirements to the extent allowed under applicable treasury regulations
until this Plan is appropriately amended to comply with such requirements.


2. Section 3(i), Fees, is hereby
amended and restated in its entirety as follows: 

     (i) "Fees" means (i) the annual
retainer fee (the "Annual Retainer Fee"), (ii) any regularly-scheduled or
duly-called Board of Directors meeting fees (the "Meetings Fees"), and (iii) any
regularly-scheduled or duly-called committee meeting fees earned on or after
January 1, 2010 (the "Committee Meeting Fees") payable to a Nonemployee Director
under the Corporation's compensation policies for directors in effect from time
to time. 

3. Section 5(b), Elections to
Defer/Contributions, is hereby amended and restated in its entirety as
follows: 

     (b) Elections to
Defer/Contributions. A Nonemployee Director
may become a Participant in the Plan by irrevocably electing, on a form provided
by the Plan Administrator, to defer all of the Annual Retainer Fee payable to
the Nonemployee Director during such Plan Year, the Meetings Fees payable to the
Nonemployee Director for all meetings occurring during such Plan Year, and/or
the Committee Meeting Fees payable to the Nonemployee Director for all meetings
occurring during such Plan Year for Plan Years beginning on or after January 1,
2010. In order to be effective, a Nonemployee Director's written election to
defer must be executed and returned prior to the beginning of the Plan Year to
which the election relates; provided, however, a Nonemployee Director shall have
30 days following the date he or she first becomes a Nonemployee Director to
execute and return his or her initial written election to defer.

     Effective on or about November 18, 2004, the Corporation may
make discretionary contributions for the benefit of each Nonemployee Director
who holds such position at the time the contribution is approved. Such amount
shall be allocated to the Stock Account of each Participant as provided in
Section 5(c) below.

     Except as
provided above, the Plan shall remain in full force and effect as previously
adopted and amended. 

     IN
WITNESS WHEREOF, this First Amendment to the
Plan is adopted this 23rd day of March, 2009. 

		RUDDICK CORPORATION  
			 
		By:  	 	 
		John B. Woodlief,
      Vice President – Finance and  
		Chief Financial
      Officer  



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