**Exhibit10.33**

**Summary of Non-Employee DirectorCompensation**

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

     Non-employee directors of the Company maydefer the payment of the annual fee and/or Board and committee meeting feespursuant to the Company’s Director Deferral Plan and/or the Company’s FlexibleDeferral Plan. Fees deferred pursuant to the Director Deferral Plan areconverted into units representing shares of Common Stock of the Company (the“Common Stock”) with a fair market value equal to the value of the feesdeferred, and the number of units is then credited to the director’s account,along with additional units representing the amount of any dividends or stockdistributions. Upon termination of service as a director or in the event ofdeath, the balance of the director’s account will be distributed to the directoror a designated beneficiary in the form of Common Stock.

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

     Pursuant to the provisions of theCompany’s stock option plans, the Company automatically grants a ten-year optionto purchase 10,000 shares of Common Stock to each new non-employee director uponhis 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 theCommon Stock on the date of the director’s election.

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

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

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