Exhibit
10.33

Summary of Non-Employee Director
Compensation

     Ruddick Corporation (the “Company”)
compensates each member of its Board of Directors (the “Board”) who is not an
employee of the Company or its subsidiaries. Upon becoming a member of the Board
of Directors and at each subsequent re-election thereto, non-employee directors
receive an annual fee of $34,000 for services as a director, plus $2,000 for
each Board meeting or committee meeting attended. In addition to the general
fees for directors described above, the Chairman of the Audit Committee of the
Board is paid an additional annual fee of $6,000 for services as chairman of
that committee.

     Non-employee directors of the Company may
defer the payment of the annual fee and/or Board and committee meeting fees
pursuant to the Company’s Director Deferral Plan and/or the Company’s Flexible
Deferral Plan. Fees deferred pursuant to the Director Deferral Plan are
converted into units representing shares of Common Stock of the Company (the
“Common Stock”) with a fair market value equal to the value of the fees
deferred, and the number of units is then credited to the director’s account,
along with additional units representing the amount of any dividends or stock
distributions. Upon termination of service as a director or in the event of
death, the balance of the director’s account will be distributed to the director
or a designated beneficiary in the form of Common Stock.

     Fees deferred pursuant to the Flexible
Deferral Plan are credited to the director’s account at the time such fees would
otherwise be paid to the director. The director’s account is credited with a
rate of return (positive or negative) based on the performance of the investment
options selected by the director. The deferring director may choose from a menu
of investment options representing a broad range of asset classes. Upon a
director’s annual enrollment in the Flexible Deferral Plan, he or she must
designate how and when their deferrals are to be distributed, lump sum or
installments, at a specific date prior to separation from service or at
separation from service. Changing the distribution date or form of payment is
permissible in accordance with rules specified in the Flexible Deferral Plan and
the Internal Revenue Code.

     Pursuant to the provisions of the
Company’s stock option plans, the Company automatically grants a ten-year option
to purchase 10,000 shares of Common Stock to each new non-employee director upon
his or her initial election as director. These options are immediately vested,
and the exercise price of these options is equal to the fair market value of the
Common Stock on the date of the director’s election.

     The Company grants additional equity
awards to its non-employee directors from time to time, at the Board’s
discretion. These equity awards generally have taken the form of stock option
grants and discretionary contributions by the Company to the Director Deferral
Plan for the benefit of each non-employee director, however, other award types
may be granted in the future at the discretion of the Board. On November 19,
2009, the Board approved discretionary contributions by the Company to the
Director Deferral Plan for the benefit of each non-employee director in the
amount of $14,000 for each of the calendar years 2009 and 2010. The 2009 contribution was payable immediately, and 2010 contribution is
payable to each non-employee director who is an active member of the Board at
the time of the November 2010 meeting. 

     The Company
also provides term life insurance coverage for each non-employee director.