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                  Exhibit 10.1

                   

                   

                  AMENDMENT NO. 1
TO THE
RUDDICK CORPORATION FLEXIBLE DEFERRAL PLAN
(Amended and Restated July 1, 2009)

                  WITNESSETH:

                  WHEREAS, Ruddick Corporation ("Ruddick") sponsors the Ruddick Corporation
                     Flexible Deferral Plan ("FDP"), an unfunded nonqualified deferred
                     compensation plan for designated key employees; and
                  

                    

                  WHEREAS, in Section 9.1 of the FDP, Ruddick reserved the right to amend the
                     FDP at any time in whole or in part;
                  

                    

                  WHEREAS, in Section 9.1 of the FDP, the Administrative Committee is granted
                     the right, in its sole discretion, to amend the FDP unless such
                     amendment results in significantly increased FDP expenses;
                  

                    

                  WHEREAS, the Chairman of the Board, President and Chief Executive Officer of
                     Ruddick suspended the matching contributions and any related true up
                     contributions for participants of the Ruddick Retirement and Savings
                     Plan employed by American & Efird, Inc. effective for the first
                     payroll paid on or after April 1, 2009; and
                  

                    

                  WHEREAS, Ruddick desires to amend the Plan to provide for certain pro rata
                     matching contributions.
                  

                    

                  NOW THEREFORE, in order to effect the foregoing, the FDP is hereby amended as
                     follows effective as of April 1, 2010 as follows:
                  

                    

                  Section 3.5, "Matching Contributions" is amended by adding the
                        following to the end of Section 3.5:

                    

                  Notwithstanding the above, each Participant who was eligible for a
                     matching contribution under the Ruddick Savings Plan and was also an
                     employee of American & Efird, Inc. for the period of January 1, 2009
                     through March 31, 2009, shall receive a Matching Contribution under
                     this Plan during 2010 equal to 25% of the amount determined under the
                     formula in paragraph one of this Section 3.5 as if the matching
                     contribution under the Ruddick Savings Plan was applicable for the
                     entire Plan Year. For each Plan Year beginning on or after January 1,
                     2010, if a Participant is entitled to a matching contribution under
                     the Retirement Savings Plan for less than the entire Plan Year due to
                     the employer's suspension of the matching contribution, the
                     Participant shall receive a Matching Contribution under this Plan for
                     such Plan Year determined by multiplying (1) the amount determined
                     under the formula in paragraph one of this Section 3.5 as if the
                     matching contribution under the Ruddick Savings Plan were applicable
                     for the entire Plan Year, times (2) a fraction equal to the number of
                     full calendar months for which the matching contribution applied
                     during such Plan Year under the Ruddick Savings Plan divided by 12.
                  

                   

               

            

         

         

      

      
         
            
               
                  

                  Except as expressly or by necessary implication amended hereby, the
                     FDP shall continue in full force and effect.
                  

                   

                  IN WITNESS WHEREOF, Ruddick has caused this instrument to be executed this 30th day of March, 2010, by its duly authorized officer effective as
                     provided herein.
                  

                   

                                                                                                ADMINISTRATIVE COMMITTEE

                                                                                        
                                  __________________________________________________
                     
                                                                      
                           Thomas W. Dickson, Chairman
                  

                                                                                        
                                 __________________________________________________
                     
                                                                      
                           C. Douglas Rhodes
                  

                                                                                        
                                 __________________________________________________
                     
                                                                      
                           Jeff D. Sherman
                  

                                                                                        
                                 __________________________________________________
                     
                                                                      
                           Craig G. Stover
                  

                                                                                        
                                 __________________________________________________
                     
                                                                      
                           Ronald H. Volger
                  

                                                                                        
                                 __________________________________________________
                     
                                                                      
                           John B. Woodlief
                  

                                                                                        
                                 __________________________________________________
                     
                                                                      
                           Douglas J. Yacenda
                  

                    

                    

               

            

         

         
            
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