Exhibit 10.1 

 

 

 

RUDDICK SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

 

______________________________

 

Text of Plan

Amendment and Restatement Effective
January 1, 2005

 

______________________________


 

RUDDICK
CORPORATION
301 South Tryon Street,
Suite 1800
Charlotte, North Carolina 28202 

 

 

 

 




RUDDICK SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN 

(Text of Plan) 

				Page 
	PREAMBLE 	1 
			 	 
	ARTICLE I. REFERENCES, CONSTRUCTION AND
      DEFINITIONS 	1 
	     	1.1 	Accrual Fraction 	2 
		1.2 	Accrued SERP Benefit 	2 
		1.3 	Affiliate 	3 
		1.4 	Assumed Automatic Retirement Contribution Retirement Benefit
    	3 
		1.5 	Assumed Pension Plan Retirement Benefit 	3 
		1.6 	Assumed Profit Sharing Retirement Benefit 	4 
		1.7 	Assumed Social Security Benefit 	4 
		1.8 	Beneficiary 	5 
		1.9 	Board 	5 
		1.10 	Change in Control 	5 
		1.11 	Code 	6 
		1.12 	Committee 	6 
		1.13 	Company 	6 
		1.14 	Credited Service 	6 
		1.15 	Deferred Retirement 	7 
		1.16 	Deferred Retirement Benefit 	7 
		1.17 	Disability Retirement 	7 
		1.18 	Disability Retirement Benefit 	7 
		1.19 	Early Retirement 	7 
		1.20 	Early Retirement Benefit 	7 
		1.21 	Earnings 	7 
		1.22 	Effective Date 	7 
		1.23 	Employee 	8 
		1.24 	Eligible Spouse 	8 
		1.25 	ERISA 	8 
		1.26 	Final Average Earnings 	8 
		1.27 	Long-Term Disability Benefit 	8 
		1.28 	Normal Retirement 	8 
		1.29 	Normal Retirement Age 	8 
		1.30 	Normal Retirement Benefit 	8 
		1.31 	Participant 	8 
		1.32 	Participating Company 	8 
		1.33 	Pension Plan 	9 
		1.34 	Plan 	9 
		1.35 	Plan Administrator 	9 
	     	1.36      	Plan Year 	9 







	     	1.37      	Prior A&E Plan Provisions 	9 
		1.38 	Prior Ruddick
      Plan Provisions 	9 
		1.39 	Retirement 	9 
		1.40 	Service
    	9 
		1.41 	Severance 	9 
		1.42 	Standard form of
      Benefit 	9 
		1.43 	Termination of Employment 	10 
		1.44 	Total
      Disability 	11 
	 	
	ARTICLE II. ELIGIBILITY AND PARTICIPATION 	11 
		2.1 	Eligibility 	11 
		2.2 	Participation 	11 
		2.3 	Duration of
      Participation 	11 
	 	
	ARTICLE III. RETIREMENT BENEFITS 	11 
		3.1 	Normal or
      Deferred Retirement Benefit 	11 
		3.2 	Early Retirement Benefit 	12 
	 	3.3 	Disability
      Retirement Benefit 	12 
		3.4 	Death Prior to Benefit Commencement 	13 
		3.5 	Reemployment 	13 
		3.6 	Change in Control 	13 
	 	
	ARTICLE IV. PRE-RETIREMENT DEATH BENEFIT 	13 
		4.1 	Eligibility 	13 
		4.2 	Commencement and Method 	13 
		4.3 	Amount
	14 
	 	
	ARTICLE V. SEVERANCE BENEFIT 	14 
	 	
	ARTICLE VI. CONDITION 	14 
	 	
	ARTICLE VII. ADMINISTRATION OF THE PLAN 	14 
		7.1 	Powers and
      Duties of the Committee 	14 
		7.2 	Agents 	14 
		7.3 	Reports to
      Board 	14 
		7.4 	Structure of Committee 	15 
		7.5 	Adoption of
      Procedures of Committee 	15 
		7.6 	Instructions for Payments 	15 
		7.7 	Claims for
      Benefits 	15 
		7.8 	Hold Harmless 	17 
		7.9 	Service of
      Process 	17 
	 	
	ARTICLE VIII. DESIGNATION OF BENEFICIARIES
	17 
		8.1 	Beneficiary
      Designation 	17 
		8.2 	Failure to Designate Beneficiary 	18 



ii 





	ARTICLE IX. WITHDRAWAL OF PARTICIPATING
      COMPANY 	18 
		9.1 	Withdrawal of
      Participating Company 	18 
		9.2 	Effect of Withdrawal 	18 
	 	
	ARTICLE X. AMENDMENT OR TERMINATION OF THE
      PLAN 	18 
		10.1 	Right to Amend
      or Terminate Plan 	18 
		10.2 	Notice 	20 
	 	
	ARTICLE XI. GENERAL PROVISIONS AND
      LIMITATIONS 	20 
		11.1 	No Right to
      Continued Employment 	20 
		11.2 	Payment on Behalf of Payee 	20 
		11.3 	Nonalienation 	20 
		11.4 	Missing Payee 	20 
		11.5 	Required
      Information 	21 
		11.6 	No Trust or Funding Created 	21 
		11.7 	Binding
      Effect 	21 
		11.8 	Merger or Consolidation 	21 
	 	11.9 	Mandatory
      Cash-Out 	21 
		11.10 	Acceleration of Payment 	21 
		11.11 	Delay of
      Payment 	22 
		11.12 	Participant's Right to Change Payment Elections by December 31,
      2007 	22 
	     	11.13      	Entire
      Plan 	22
  



iii 




RUDDICK SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN 

Amendment and
Restatement
Effective January 1, 2005 

Preamble 

     This Plan
is designed to enhance the earnings and growth of the Company and the
Participating Companies. The Plan rewards selected key Employees with retirement
and survivor benefits. Such benefits are intended to supplement retirement and
survivor benefits from other sources. By providing such supplemental benefits,
the Plan enables the Company and the Participating Companies to attract superior
key Employees, to encourage them to make careers with the Company or the
Participating Companies, and to give them additional incentive to make the
Company and the Participating Companies more profitable. 

     The Plan,
as set forth in this January 1, 2005 restatement, is intended to comply with the
requirements of Section 409A of the Internal Revenue Code ("Code") and the
regulations and other guidance issued thereunder, as in effect from time to
time. The restated Plan also includes a Code Section 409A transitional amendment
that is adopted consistent with the requirements of IRS Notice 2005-1,
Q&A-19(c) and subsequent guidance. To the extent a provision of the Plan is
contrary to or fails to address the requirements of Code Section 409A and
related treasury regulations, the Plan shall be construed and administered as
necessary to comply with such requirements to the extent allowed under
applicable treasury regulations until the Plan is appropriately amended to
comply with such requirements. The benefits provided under the Plan that are
subject to Code Section 409A include benefits earned and vested prior to January
1, 2005.

     This
restatement also contains certain amendments, effective October 1, 2005, that
are intended to coordinate the benefit formulas under this Plan with certain
amendments made to the Company's qualified retirement plans effective October 1,
2005. 

     Finally,
this restatement also retains all provisions contained in the previous October
1, 1989 restatement of the Plan, which merged into one plan all the supplemental
executive retirement plans maintained by the Company and its Affiliates (the
"Prior Plans"). The Plan continues to provide the same level of supplemental
benefits as was provided each Employee participating in one of the Prior Plans.


ARTICLE I. REFERENCES, CONSTRUCTION
AND DEFINITIONS 

     Unless
otherwise indicated, all references to articles, sections and subsections shall
be to the Plan as set forth in this document. The Plan and all rights thereunder
shall be construed and enforced in accordance with ERISA and, to the extent that
state law is applicable, the laws of the State of North Carolina. The article
titles and the captions preceding sections and subsections have been inserted
solely as a matter of convenience and in no way define or limit the scope or
intent of any provision. When the context so requires, the singular includes the
plural. Whenever used herein and capitalized, the following terms shall have the
respective meanings indicated unless the context plainly requires otherwise.





     1.1
Accrual Fraction: A fraction, the numerator
of which is the number of years of Credited Service the Participant completed as
of the applicable date (but not beyond the Participant's 65th birthday) and the
denominator of which is 20; provided, however, in no event shall the Accrual
Fraction exceed "1. 0." 

     1.2
Accrued SERP
Benefit: An amount determined by multiplying the Participant's "Benefit
Percentage" times the Participant's Final Average Earnings times the
Participant's Accrual Fraction and reduced by the following: (1) the
Participant's Assumed Pension Plan Retirement Benefit, (2) the Participant's
Assumed Social Security Benefit, (3) the Participant's Assumed Profit Sharing
Retirement Benefit, and (4) the Participant Assumed Automatic Retirement
Contribution Retirement Benefit. The Participant's "Benefit Percentage" shall be
fifty-five percent (55%). Such Benefit percentage shall be increased for a named
executive officer of the Company (as determined for federal securities law
reporting purposes), but not to more than 60%
in the aggregate, as follows: 

	     	
           (a)
      One percent (1%) per complete fiscal year (October 1 – September 30) for
      years of Service beginning after September 30, 2007 in excess of twenty
      (20) years of Service but only for Service while serving as a named
      executive officer; and 

           (b)
      If the Participant is party to a Change in Control and Severance Agreement
      between the Company, or an Affiliate, and the Participant, and the
      Participant's employment is terminated within twenty-four (24) months
      following a Change in Control other than for cause, death or disability or
      if a good reason termination occurs (as provided and defined in such
      agreement), by additional percentage points equal to the Change in Control
      multiple (e.g., 2.5 or 2.99) used to determine Participant's Change in
      Control benefit under a Change in Control agreement between the
      Participant and the Company or an Affiliate. 
	     


     Effective
December 31, 2002, in the event a Participant is removed from active
participation in the Plan pursuant to Section 2.3 prior to the date the
Participant is eligible to Retire, the Participant's Accrued SERP Benefit shall
be calculated by using: 

	     	
           (x)
      the Participant's Credited Service as of the date of the Participant's
      removal from active participation; 

           (y)
      the lesser of (i) the Participant's Final Average Earnings as of the date
      of the Participant's removal from active participation or (ii) the
      Participant's Final Average Earnings as of the Participant's Termination
      of Employment; and 

           (z)
      the reductions described in (1), (2), (3) and (4) above as of the
      Participant's Termination of Employment; and 
	     


for purposes of determining such
Participant's eligibility to Retire, such Participant shall continue to earn
Credited Service and be credited with future increases in age as if the
Participant had not been removed from active participation in the Plan.


2 




     In the
event a Participant is removed from active participation in the Plan pursuant to
Section 2.3 after the date the Participant is eligible to Retire, the
Participant's Accrued SERP Benefit shall be calculated by using: 

	     	
           (a)
      the Participant's Credited Service and Final Average Earnings as of the
      date of the Participant's removal from active participation; and
      

           (b)
      the reductions described in (1), (2), (3) and (4) above as of the
      Participant's Termination of Employment; 
	     


provided, however, if such Participant was eligible to Retire as of November 21, 2002, in
no event shall such Participant's Accrued SERP Benefit be less than the benefit
such Participant would have received if the Participant's Termination of
Employment had occurred on November 21, 2002. 

     1.3
Affiliate: The Company, and any
corporation or other entity with which the Company would be considered a single
employer under Code Sections 414(b) or (c), provided that the language "at least
50 percent" is used instead of "at least 80 percent" each place it appears in
applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a
controlled group of corporations under Code Section 414(b) and in applying
Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or
businesses under common control under Code Section 414(c). 

     1.4
Assumed Automatic Retirement
Contribution Retirement Benefit: For a Participant who is not
eligible to participate in the Pension Plan on or after October 1, 2005, the
annual retirement benefit a Participant would receive under the Automatic
Retirement Contribution Subaccount of the Ruddick Retirement and Savings Plan
and the Make-Up ARC Contribution under the Ruddick Corporation Flexible Deferral
Plan beginning effective October 1, 2005, computed by converting such combined
amounts to the appropriate annuity form pursuant to the actuarial equivalence
assumptions provided under Section 1.3 of the Pension Plan. For purposes of
computing the Assumed Automatic Retirement Contribution Retirement Benefit, if
the Participant is younger than age 60 on such date, the value of such
Subaccount is first projected to age 60, using PBGC interest rates for deferred
annuities in effect on the Participant's Retirement date. 

     1.5
Assumed Pension Plan Retirement
Benefit: The actual annual retirement benefit a Participant would receive at the
later of age 60 or actual date of Retirement (but not later than age 65),
pursuant to the Pension Plan calculated with the following assumptions:


	     	
           (a)
      A married Participant elects to receive the retirement benefit as a joint
      and 75% annuity pursuant to Section 4.1(a)(1) of the Pension Plan.
      

           (b)
      A single Participant elects to receive the retirement benefit as a life
      and 10 year certain annuity as provided in Section 4.1(a)(2) of the
      Pension Plan. 

           (c)
      The service requirement for early retirement under the Pension Plan is 10
      years. 
	     


3 





	     	
           (d)
      The Offset Amount (e.g. automatic retirement contribution amount) under the
      Pension Plan does not apply. 

           (e)
      For a Participant whose actual annual retirement benefit is calculated by
      reference to the Prior Ruddick Plan Provisions because of the minimum
      benefits provided under Section 3.2(b) or Section 3.3(b) of the Pension
      Plan, the Prior Plan Minimum Benefit (under Section 4.05 of the Prior
      Ruddick Plan Provisions), if any, is computed by converting the Prior Plan
      Account Balance (as defined in the Prior Ruddick Plan Provisions) and
      Credited Interest (as defined in the Prior Ruddick Plan Provisions) to the
      appropriate annuity form using Pension Benefit Guaranty Corporation
      ("PBGC") annuity rates in effect on the Participant's Retirement date. For
      purposes of computing the Prior Plan Minimum Benefit, if the Participant
      is younger than age 60 on such date, the amount of the Prior Plan Account
      Balance and Credited Interest is first projected to age 60, using PBGC
      interest rates for deferred annuities in effect on the Participant's
      Retirement date. 

           (f)
      For a Participant whose actual annual retirement benefit is calculated by
      reference to the Prior A&E Plan provisions because of the minimum
      benefits provided under Section 3.2(b) or Section 3.3(b) of the Pension
      Plan, the Supplemental Retirement Benefit (under Article 11 of the Prior
      A&E Plan Provisions), if any, due to Accumulated Contributions or a
      Profit Sharing Account (each as described in Article 11 of the Prior
      A&E Plan Provisions) is computed by converting the Accumulated
      Contributions or Profit Sharing Account to the appropriate annuity form
      using PBGC immediate annuity rates in effect on the Participant's
      Retirement date. For purposes of computing the Supplemental Retirement
      Benefit, if the Participant is younger than age 60 on such date, the
      amount of the Accumulated Contributions or Profit Sharing Account is first
      projected to age 60, using PBGC interest rates for deferred annuities in
      effect on the Participant's Retirement date. 
	     


     1.6
Assumed Profit Sharing Retirement
Benefit: The annual retirement benefit a Participant would receive under a profit
sharing plan sponsored by the Company or a Participating Company, including the
A&E Profit Sharing Subaccount of the Ruddick Retirement and Savings Plan
(but excluding any other accounts or benefits under the Ruddick Retirement and
Savings Plan), computed by converting such Subaccount to the appropriate annuity
form using PBGC immediate annuity rates in effect on the Participant's
Retirement date. For purposes of computing the Assumed Profit Sharing Retirement
Benefit, if the Participant is younger than age 60 on such date, the value of
the Account is first projected to age 60, using PBGC interest rates for deferred
annuities in effect on the Participant's Retirement date. 

     1.7
Assumed Social Security
Benefit: The annual primary insurance amount available to the Participant at age
65 under the Social Security Act as in effect at the time of his termination of
employment without regard to whether such amount actually commences to be paid
and without regard to any increase in the Social Security base or benefit levels
that may take effect after such date. If a Participant incurs a Termination of
Service before attaining age 65, the Assumed Social Security Benefit will be
determined as though the Participant had continued to receive Earnings


4 




until age 65 at the same rate as in
effect during the last calendar year of employment. This Assumed Social Security
Benefit will be estimated using available Earnings up to 5 years with prior
earnings estimated based on a wage index derived from the Bureau of Labor
Statistics compilation of the average weekly earnings of manufacturing workers.


     1.8
Beneficiary: The beneficiary or
beneficiaries designated by a Participant pursuant to Article VIII to receive
the benefits, if any, payable on behalf of the Participant under the Plan after
the death of such Participant who is not survived by an Eligible Spouse and
following the commencement of payment of any of the retirement benefits under
Article III, or, when there has been no such designation or an invalid
designation, the individual or entity, or the individual or entities, who will
receive such amount. 

     1.9
Board: The Board of
Directors of the Company. 

     1.10
Change in
Control: With respect to a Participant, a "change in ownership," a "change in
effective control," or a "change in the ownership of substantial assets" of a
corporation as described in Treasury Regulations Section 1.409A-3(i)(5) (which
events are collectively referred to herein as "Change in Control events").
Notwithstanding any provision herein to the contrary, to qualify as a Change in
Control, the occurrence of the Change in Control event must be objectively
determinable and any requirement that any person, such as the Committee, certify
the occurrence of a Change in Control event must be strictly ministerial and not
involve any discretionary authority. To constitute a Change in Control with
respect to a Participant, the Change in Control event must relate to (i) the
corporation for which the Participant is performing services at the time of the
Change in Control; (ii) the corporation that is liable for the payment of the
deferred compensation; or (iii) a corporation that is a majority shareholder of
a corporation identified in subparagraph (i) or (ii) above, or any corporation
in a chain of corporations in which each corporation is a majority shareholder
of another corporation in the chain, ending in a corporation identified in
subparagraph (i) or (ii) above. 

	     	
           (a)
      A "change in ownership" of a corporation occurs on the date that any one
      person, or more than one person acting as a group, acquires ownership of
      stock of the corporation that, together with stock held by such person or
      group, constitutes more than 50 percent of the total fair market value or
      total voting power of the stock of such corporation. However, if any one
      person, or more than one person acting as a group, is considered to own
      more than 50 percent of the total fair market value or total voting power
      of the stock of a corporation, the acquisition of additional stock by the
      same person or persons is not considered to cause a change in ownership of
      the corporation (or to cause a change in the effective control of the
      corporation (within the meaning of paragraph (b) below)). 

           (b)
      Notwithstanding that a corporation has not undergone a change in ownership
      under paragraph (a) above, a "change in effective control" of a
      corporation occurs on the date that either: 
	     
	     	     		
		 	
           (i)
      Any one person, or more than one person acting as a group, acquires (or
      has acquired during the 12-month period ending on the date of
    
	


5 





	     	      	
      the most recent acquisition by
      such person or persons) ownership of stock of the corporation possessing
      30 percent or more of the total voting power of the stock of such
      corporation; or 

           (ii) A majority of members of the corporation's board of directors
      is replaced during any 12-month period by directors whose appointment or
      election is not endorsed by a majority of the members of the corporation's
      board of directors prior to the date of the appointment or
      election.
	     
		 		
		
      For purposes of this paragraph
      (b), the term corporation refers solely to the relevant corporation
      identified in the opening paragraph of this Section 1.10, for which no
      other corporation is a majority shareholder. 

           (c)
      A "change in the ownership of substantial assets" of a corporation occurs
      on the date that any one person, or more than one person acting as a
      group, acquires (or has acquired during the 12-month period ending on the
      date of the most recent acquisition by such person or persons) assets from
      the corporation that have a total gross fair market value equal to or more
      than 40 percent of the total gross fair market value of all of the assets
      of the corporation immediately prior to such acquisition or acquisitions.
      For this purpose, gross fair market value means the value of the assets of
      the corporation, or the value of the assets being disposed of, determined
      without regard to any liabilities associated with such assets.
    
	


     1.11
Code: The Internal Revenue Code of 1986,
as now in effect or as hereafter amended; and, where the context requires, a
reference to the Code shall include a reference to any proposed or final
treasury regulations or similar guidance issued thereunder. All citations to
sections of the Code or regulations are to such sections as they may from time
to time be amended or renumbered. 

     1.12
Committee: The "SERP Administrative
Committee" appointed by the Board of Directors of Ruddick Corporation and
responsible for administering the Plan as provided for in Article VII.


     1.13
Company: Ruddick Corporation, a
North Carolina corporation, or any entity which succeeds to its rights and
obligations with respect to the Plan. 

     1.14
Credited Service: With respect to a Participant, each Plan Year during which
the Participant completes at least 1,000 Hours of Service (as defined in the
Pension Plan). In addition, periods of Total Disability commencing while such
Participant is employed by the Participating Company also shall be counted under
the Plan in determining Credited Service. If a Participant is a party to a
Change in Control and Severance Agreement between the Company, or Affiliate, and
the Participant, and the Participant's employment is terminated within
twenty-four (24) months of a Change in Control other than for cause, death, or
disability or if a good reason termination occurs (as provided and defined in
such agreement), the Participant shall be credited with additional years of
Credited Service equal to the Change in Control multiple (e.g. 2.0, 2.5, or 2.99)
used to determine Participant's Change in Control benefit under such agreement.


6 




     1.15
Deferred
Retirement: Termination of Employment, other than on account of death, after the
date the Participant attains Normal Retirement Age. 

     1.16
Deferred Retirement
Benefit: The retirement benefit calculated pursuant to Section 3.1. 

     1.17
Disability
Retirement: With respect to a Participant who incurs a Termination of
Employment on account of Total Disability, the Participant shall be deemed to
have taken Disability Retirement on the date the Long-Term Disability Benefit
ceases to be available to the Participant, provided the Participant's Total
Disability continues until Normal Retirement Age. 

     1.18
Disability Retirement
Benefit: The retirement benefit calculated pursuant to Section 3.3. 

     1.19
Early Retirement: Termination of
Employment, other than on account of death, after attaining age 55 (but prior to
attaining Normal Retirement Age) and completing 10 years of Credited Service.


     1.20
Early Retirement
Benefit: The retirement benefit calculated pursuant to Section 3.2. 

     1.21
Earnings: With respect to a
Participant, annual cash compensation actually paid by the Participating Company
or an Affiliate to the Participant for Service as reported or reportable on IRS
Form W-2 for Federal income tax purposes (or similar form required for such
purpose) on a calendar year basis, plus the amount, if any, of compensation
which, but for the Participant's election to defer the receipt thereof pursuant
to Section 125, 132(f)(4) or 401(k) of the Code or any other plan of deferred
compensation (including, without, limitation, the Ruddick Corporation Flexible
Deferral Plan (the "FDP")), would have been reflected on Form W-2; however, such
earnings shall exclude all distributions made by the FDP. The foregoing
notwithstanding, Earnings shall not include: (i) any sums paid by a
Participating Company as payment for or reimbursement of any expenses including
relocation, foreign housing and travel expenses, regardless of whether such sums
are taxable income to the Participant, (ii) payment for premiums or similar fees
or expenses related to any life insurance plan or program, (iii) tax gross up
payments and payment of foreign taxes, (iv) amounts of a Profit Sharing Award
under the American & Efird, Inc. Employees' Profit Sharing Plan actually
paid to or deferred by an Employee, (v) amounts realized from the exercise of a
non-qualified stock option, from the sale, exchange or other disposition of
stock acquired under a qualified stock option, when restricted stock (or
property) held by the Participant becomes freely transferable or is no longer
subject to a substantial risk of forfeiture, or from dividends paid on
restricted stock prior to vesting that are otherwise reportable as wages, and
(vi) any severance paid after the Participant's employment with the
Participating Employers ends or separation pay pursuant to a separation
agreement. 

     1.22
Effective Date: The original effective
date of the Plan is October 1, 1983. The Effective Date of the Plan, as amended
and restated herein, is January 1, 2005. 

7 




     1.23
Employee: A person who is a
common-law employee of the Participating Company or an Affiliate. 

     1.24
Eligible Spouse: The spouse of a
Participant who is legally married (as determined by the Committee) on the date
which payments from this Plan to the Participant begin or immediately before the
Participant's death. 

     1.25
ERISA: The Employee Retirement Income
Security Act of 1974, as now in effect or as hereafter amended. All citations to
sections of ERISA are to such sections as they may from time to time be amended
or renumbered. 

     1.26
Final Average
Earnings: As of the Participant's Termination of Employment, the Participant's
average annual Earnings during the highest 3 calendar years out of the last ten
calendar years preceding such Termination of Employment; provided, however, if a
Participant is at least age sixty (60) and employed by American & Efird,
Inc. at the time of the Participant's Termination of Employment, Final Average
Earnings shall mean the Participant's average annual earnings during the
Participant's highest 3 calendar years during which the Participant was employed
by American & Efird, Inc. or an Affiliate. If the Participant does not have
3 calendar years of Earnings, then Final Average Earnings shall mean the
Participant's average annual Earnings. Provided, however, the Participant's
Earnings shall be considered to have continued during a period of Total
Disability commencing while such participant is an Employee at the rate of such
Participant's Earnings in effect during the calendar year next preceding
commencement of such Total Disability.

     1.27
Long-Term Disability
Benefit: Any disability benefits available to a Participant pursuant to the
long-term disability plan of the Participating Company. 

     1.28
Normal
Retirement: Termination of Employment, other than on account of death, on
the date the Participant attains Normal Retirement Age. 

     1.29
Normal Retirement
Age: Age 60. 

     1.30
Normal Retirement
Benefit: The retirement benefit calculated pursuant to Section 3.1. 

     1.31
Participant: As of any date, any
individual who commenced participation in the Plan as provided in Article II and
who is either (i) an Employee, (ii) a former Employee who is eligible for a
benefit under the Plan, or (iii) a former Employee whose employment terminated
on account of Total Disability and who may later become eligible for a benefit
under the Plan. 

     1.32
Participating
Company: The Company, or an Affiliate which, by action of its board of directors
or equivalent governing body and with the written consent of the Board, has
adopted the Plan; provided that the Board may, subject to the foregoing proviso,
waive the requirement that such board of directors or equivalent governing body
effect such adoption. By its adoption of or participation in the Plan, a
Participating Company shall be deemed to appoint the Company its exclusive agent
to exercise on its behalf all of the power and authority conferred by


8 




the Plan upon the Company and accept
the delegation to the Committee of all the power and authority conferred upon it
by the Plan. The authority of the Company to act as such agent shall continue
until the Plan is terminated as to the Participating Company. The term
"Participating Company" shall be construed as if the Plan were solely the Plan
of such Participating Company, unless the context plainly requires otherwise.


     1.33
Pension Plan: The "Ruddick Corporation
Employees' Pension Plan," as amended and restated effective October 1, 2005, and
as it may be amended from time to time hereafter. 

     1.34
Plan: The Ruddick Supplemental Executive
Retirement Plan as contained herein and as it may be amended from time to time
hereafter. 

     1.35
Plan
Administrator: The Committee. 

     1.36
Plan Year: The 12 consecutive month
period commencing October 1 and ending on the next September 30. 

     1.37
Prior A&E Plan
Provisions: The provisions set forth in the document entitled "American & Efird
Mills, Inc. Employees' Pension Plan," effective September 30, 1986, and the
amendment adopted August 14, 1987, which provisions were in effect immediately
prior to the effective date of the merger of such plan into the Pension Plan.


     1.38
Prior Ruddick Plan
Provisions: The provisions set forth in the document entitled "Retirement
Plan for Employees of Ruddick Corporation," effective September 30, 1986, and
the amendment adopted February 19, 1988, which provisions were in effect
immediately prior to the effective date of the merger of such plan into the
Pension Plan. 

     1.39
Retirement: A Participant's Normal
Retirement, Early Retirement, Deferred Retirement or Disability Retirement. The
term "Retire" means the act of taking Retirement. 

     1.40
Service: Employment with the
Company or any Affiliate; provided, however, that Service does not include
periods of employment with an Affiliate rendered prior to the date the Affiliate
became an Affiliate. Service includes periods of employment with a predecessor
employer. Service may also include any period of a Participant's prior
employment by any organization upon such terms and conditions as the Board may
approve. Notwithstanding any provision in the Plan to the contrary, periods of
Total Disability constitute Service. 

     1.41
Severance: Termination of Employment
other than on account of Retirement, death or Total Disability. With respect to
a Participant whose employment with the Participating Company or an Affiliate
terminates on account of Total Disability, Severance shall occur if and when the
Total Disability ceases prior to Disability Retirement and the Participant does
not return to the employment of the Participating Company or an Affiliate.


     1.42
Standard Form of
Benefit: The method for payment of benefits commencing pursuant to Article III
(Retirement Benefits) shall be as follows: 

9 





	     	
           (a)
      For a Participant who has an Eligible Spouse on the date on which the
      payments from the Plan are to begin, payable monthly during the
      Participant's lifetime, with an automatic 75% survivor benefit payable
      monthly to the Participant's surviving Eligible Spouse for his or her
      lifetime. However, if the Participant's Eligible Spouse is more than 10
      years younger than the Participant, the monthly income payable to the
      Participant (and, consequently, the monthly income payable to the
      surviving Eligible Spouse) will be reduced actuarially using the actuarial
      assumptions under the Pension Plan and assuming that the Eligible Spouse
      is 10 years older than such Eligible Spouse's actual age, so that the
      retirement benefit and the survivor benefit for the Eligible Spouse, when
      considered together, is the actuarial equivalent of the retirement benefit
      and the survivor benefit for the Eligible Spouse which would have been
      payable had the Eligible Spouse been the same age as the Participant.
      Benefits payable to an Eligible Spouse shall commence within 60 days of
      the Participant's death. 

           (b)
      For a Participant who does not have an Eligible Spouse on the date on
      which the payments from the Plan are to begin, payable monthly during the
      Participant's lifetime or for a 10-year certain period, if longer.
      Benefits payable following the death of such a Participant shall commence
      to such Participant's Beneficiary within 60 days of the Participant's
      death. 
	     


     1.43
Termination of
Employment: The termination of employment of the Participant with the
Participating Company and all of its Affiliates that are considered a single
employer within the meaning of Code Sections 414(b) and 414(c), provided that
the language "at least 50 percent" is used instead of "at least 80 percent" each
place it appears in applying Code Sections 1563(a)(1), (2) and (3) for purposes
of determining a controlled group of corporations under Code Section 414(b), and
in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining
trades or businesses (whether or not incorporated) that are under common control
for purposes of Code Section 414(c). Whether a Termination of Employment has
occurred is determined based on whether the facts and circumstances indicate
that the employer and the Participant reasonably anticipated that no further
services would be performed after a certain date or that the level of bona fide
services the Participant would perform after such date (whether as an employee
or as an independent contractor) would permanently decrease to no more than 20
percent of the average level of bona fide services performed (whether as an
employee or an independent contractor) over the immediately preceding 36-month
period (or the full period of services to the employer if the Participant has
been providing services to the employer less than 36 months). 

     Temporary
absences from employment while the Participant is on military leave, sick leave,
or other bona fide leave of absence will not be considered a Termination of
Employment if the period of such leave does not exceed six months, or if longer,
so long as the Participant's right to reemployment with the Participating
Company is provided either by statute or by contract. However, if the period of
leave exceeds six months and the Participant's right to reemployment is not
provided either by statute or by contract, a Termination of Employment is deemed
to occur on the first day immediately following such six-month period.
Notwithstanding the foregoing, where a leave of absence is due to any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than six


10 




months, and where such impairment
causes the Participant to be unable to perform the duties of his or her position
of employment or any substantially similar position of employment, a 29-month
period of absence may be substituted for such six-month period.

     1.44
Total Disability: Any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months which results in (i) the Participant being unable to engage in any
substantial gainful activity or (ii) the Participant receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Participating Company. In addition,
the Participant will be deemed Totally Disabled if determined to be totally
disabled by the Social Security Administration. In the event that a Participant
is not determined to be Totally Disabled by the Social Security Administration
as provided in the preceding sentence, the Committee, in its sole discretion,
shall determine whether such Participant has suffered a Total Disability or is
Totally Disabled. In making such determination, the Committee shall apply the
definitions and criteria set forth in the first sentence of this Section 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 Committee; the decision of the Committee as to Total Disability shall be
final and binding. "Totally Disabled" means being under a Total Disability.


ARTICLE II. ELIGIBILITY AND
PARTICIPATION 

     2.1
Eligibility. An Employee (a) who is a
member of the Participating Company's "select group of management or highly
compensated employees", as defined in Sections 201(2), 301(a)(3) and 401(a) of
ERISA, as amended, and (b) whom the Committee designates, shall become a
Participant in the Plan. 

     2.2
Participation. An Employee who is
eligible to become a Participant shall become a Participant on a date determined
by the Committee in its discretion. The Committee shall notify in writing an
eligible Employee of such Employee's commencement of participation in the Plan
and the resulting benefits. Each Employee participating in the Plan prior to the
Effective Date of this amendment and restatement shall continue participation in
the plan as of such date. 

     2.3
Duration of
Participation. A Participant shall continue to be a Participant until the
later of the Participant's Termination of Employment, the Participant's
Severance, or the date the Participant is no longer entitled to a benefit under
this Plan; provided, however, the Committee shall have the discretionary power and authority to
remove a Participant from active participation in the Plan at any time.


ARTICLE III. RETIREMENT BENEFITS


     3.1
Normal or Deferred Retirement
Benefit. 

	     	
           (a)
      Eliqibility. Upon a Participant's Normal or Deferred Retirement the Company
      shall pay the Participant the "Normal or Deferred Retirement Benefit"
      described in this Section 3.1. 
	     


11 





	     	
           (b)
      Commencement and Method. Payment of the Normal or Deferred Retirement Benefit
      shall be made in the Standard Form of Benefit and shall begin on the first
      day of the month that is six months following the Participant's Normal or
      Deferred Retirement. The initial payment shall include a balloon payment
      equal to six monthly payments plus interest at the rate of seven percent
      (7%) per annum on each monthly payment. 

           (c)
      Amount. The amount of each monthly payment of the Normal or Deferred
      Retirement Benefit shall equal one-twelfth of the Participant's Accrued
      SERP Benefit. No additional benefits shall accrue under this Plan after a
      Participant attains age 65. 
	     


     3.2
Early Retirement
Benefit. 

	     	
           (a)
      Eligibility. Upon a Participant's Early Retirement the Company shall pay the
      Participant the "Early Retirement Benefit" described in this Section 3.2.
      

           (b)
      Commencement and Method. Payment of the Early Retirement Benefit shall be made
      in the Standard Form of Benefit and shall begin on the first day of the
      month that is six months following the Participant's Early Retirement. The
      initial payment shall include a balloon payment equal to six monthly
      payments plus interest at the rate of seven percent (7%) per annum on each
      monthly payment. Notwithstanding the preceding, a Participant may elect to
      delay payment of his Early Retirement Benefit by submitting an election to
      the Committee, provided that (i) any such election must be made at least
      12 months before the Participant's Early Retirement and (ii) the payment
      of such Early Retirement Benefit will be further delayed to a date that is
      5 years from the date the first payment of the Early Retirement Benefit
      would otherwise have commenced. 

           (c)
      Amount. The amount of each monthly payment of the Early Retirement
      Benefit shall equal one-twelfth of the Participant's Accrued SERP Benefit.
      If payment of the Early Retirement Benefit commences prior to the
      Participant's attainment of Normal Retirement Age, the Early Retirement
      Benefit shall equal one-twelfth of the Participant's Accrued SERP Benefit
      reduced by .4167 percent for each month (5 percent annually) by which
      payment begins before the first month following the month in which the
      Participant will attain Normal Retirement Age. 
	     


    
3.3 Disability
Retirement Benefit. 

	     	
           (a)
      Eligibility. Upon a Participant's Disability Retirement the Company shall pay
      the Participant the "Disability Retirement Benefit" described in this
      Section 3.3. 
	     


12 





	     	
           (b)
      Commencement and Method. Payment of the Disability Retirement Benefit shall be
      made in the Standard Form of Benefit and shall begin in the first month
      following the participant's Disability Retirement. 

           (c)
      Amount. The amount of each monthly payment of the Disability Retirement
      Benefit shall equal one-twelfth of the Participant's Accrued SERP Benefit.
      
	     


     3.4
Death Prior to Benefit
Commencement. If a married Participant dies following eligibility to Retire,
whether or not the Participant had actually Retired, and prior to commencement
of payment of the retirement benefit under this Article III, the Eligible
Spouse's benefit is a monthly amount equal to 75 percent of the deceased
Participant's Early, Normal, Deferred or Disability Retirement Benefit if the
Participant had retired or, if the Participant had not yet retired, 75 percent
of such Early, Normal, Deferred or Disability Retirement Benefit calculated as
if such Participant had retired at the Participant's date of death, payable
monthly to the Eligible Spouse during his or her lifetime. Benefits payable to
an Eligible Spouse shall commence within 60 days of the participant's death. If
a Participant is not survived by an Eligible Spouse upon death following
eligibility to Retire, whether or not the Participant had actually Retired, and
prior to commencement of payment of the retirement benefit under this Article
III, then no benefit shall be payable on behalf of such Participant. 

     3.5
Reemployment. If a Retired Participant
again becomes an Employee, the Participant's Retirement benefit payments payable
after the date of reemployment shall continue unaffected by such reemployment
and the Retired Participant shall not be eligible to accrue any additional
benefit under this Plan.

     3.6
Change in
Control. Notwithstanding any provision in the Plan to the contrary and subject to
Article X below, with regard to each Participant who is an Employee at the time
of a Change in Control, if the Plan is not terminated pursuant to Section 10.1,
the Participant's Accrued SERP Benefit shall become nonforfeitable and shall be
paid in accordance with this Article III or Article IV, if applicable, and shall
not be subject to the early payment reduction of the monthly amount of such
Accrued SERP Benefit when payment commences prior to such Participant's Normal
Retirement Age.

ARTICLE IV. PRE-RETIREMENT DEATH
BENEFIT 

     4.1
Eligibility. Subject to Section 3.4,
if a Participant's death occurs (a) (i) while the Participant is an Employee of
the Participating Company or an Affiliate, and (ii) after such Participant has
been a Participant for at least 5 years, or (b) while Totally Disabled but prior
to Disability Retirement, and the Participant is survived by an Eligible Spouse,
the Company shall pay the Participant's Eligible Spouse for his or her lifetime
the "Pre-Retirement Death Benefit" described in this Article IV. 

     4.2
Commencement and
Method. Payment of the Pre-Retirement Death Benefit shall be made in monthly
payments and shall begin in the first month following the month of the
Participant's death and in any event within 60 days of the Participant's death.


13 




     4.3
Amount. Each monthly payment of
the Pre-Retirement Death Benefit shall equal the product of (a) 75 percent of
the deceased Participant's Early Retirement Benefit (described in Section
3.2(c)), calculated assuming the Participant remained employed by the
Participating Company at the same level of Earnings in effect at the time of
death until age 55 and had then died and (b) a fraction the numerator of which
is the Participant's Credited Service at the date of death and the denominator
of which is the Credited Service the Participant would have had if he or she had
remained employed by the Participating Company until attaining age 55.


ARTICLE V. SEVERANCE BENEFIT


     No
benefits are payable under this Plan upon a Participant's Severance. If a
Participant who has a Severance again becomes an Employee, such former
Participant shall not again become a Participant unless the Committee, in the
exercise of its discretion, notifies the former Participant in writing that the
former Participant is again eligible to participate in the Plan pursuant to
Article II. 

ARTICLE VI. CONDITION 

     Notwithstanding any provision in this Plan to the contrary, if a
Participant dies as a result of suicide within 24 months after such
Participant's commencement of participation in the Plan, the participant's
benefits shall be forfeited and no benefit shall be paid to the Participant's
Eligible Spouse. 

ARTICLE VII. ADMINISTRATION OF THE
PLAN 

     7.1
Powers and Duties of the
Committee. The Committee shall have general responsibility for the administration
of the Plan (including but not limited to complying with reporting and
disclosure requirements, and establishing and maintaining Plan records). In the
exercise of its sole and absolute discretion, the Committee shall interpret the
Plan's provisions and determine the eligibility of individuals for benefits.


     7.2
Agents. The Committee may engage
such legal counsel, certified public accountants and other advisers and service
providers, who may be advisers or service providers for the participating
Company or an Affiliate, and make use of such agents and clerical or other
personnel, as it shall require or may deem advisable for purposes of the Plan.
The Committee may rely upon the written opinion of any legal counsel or
accountants engaged by the Committee, and may delegate to any such agent, or to
any subcommittee or member of the Committee its authority to perform any act
hereunder, including, without limitation, those matters involving the exercise
of discretion, provided that such delegation shall be subject to revocation at
any time at the discretion of the Committee. 

     7.3
Reports to Board. The Committee shall
report to the Board, or to a committee of the Board designated for that purpose,
as frequently as the Board or such committee shall specify, with regard to the
matters for which the Committee is responsible under the Plan. 

14 




     7.4
Structure of
Committee. The Committee shall consist of two or more members, each of whom shall
be appointed by, shall remain in office at the will of, and may be removed, with
or without cause, by the Board. Any member of the Committee may resign at any
time. The Committee shall select one of its members as a Chairman. The Committee
shall appoint a Secretary to keep minutes of its meetings and the Secretary may
or may not be a member of the Committee. No member of the Committee shall be
entitled to act on or decide any matter relating solely to such member or any of
such member's rights or benefits under the Plan. In the event the Committee is
unable to act in any matter by reason of the foregoing restriction, the Board
shall act on such matter. The members of the Committee shall not receive any
special compensation for serving in the capacities as members of the Committee
but shall be reimbursed for any reasonable expenses incurred in connection
therewith. Except as otherwise required by ERISA, no bond or other security
shall be required of the Committee or any member thereof in any jurisdiction.
Any member of the Committee, any subcommittee or agent to whom the Committee
delegates any authority, and any other person or group of persons, may serve in
more than one fiduciary capacity with respect to the Plan. 

     7.5
Adoption of Procedures of
Committee. The Committee shall establish its own procedures and the time and place
for its meetings, and provide for the keeping of minutes of all meetings. Any
action of the Committee may be taken upon a unanimous vote of the members of the
Committee at a meeting. The Committee may also act without meeting by unanimous
written consent. 

     7.6
Instructions for
Payments. All requests of or directions to the Company for payment or disbursement
shall be signed by a member of the Committee or such other person or persons as
the Committee may from time to time designate in writing. This person shall
cause to be kept full and accurate accounts of payments and disbursements under
the Plan. 

     7.7
Claims for
Benefits.

	     	
           (a)
      Any Participant or beneficiary of a deceased Participant (such Participant
      or beneficiary being referred to below as a "Claimant") may deliver to the
      Committee a written claim for a determination with respect to the amounts
      distributable to such Claimant from the Plan. The claim must state with
      particularity the determination desired by the Claimant. 

           (b)
      The Committee shall notify any person or entity that makes a claim against
      the Plan in writing, within 90 days of Claimant's written application for
      benefits, of his or her eligibility or noneligibility for benefits under
      the Plan. If the Committee determines that the Claimant is not eligible
      for benefits or full benefits, the notice shall set forth (1) the specific
      reasons for such denial, (2) a specific reference to the provisions of the
      Plan on which the denial is based, (3) a description of any additional
      information or material necessary for the Claimant to perfect his or her
      claim, and a description of why it is needed, and (4) an explanation of
      the Plan's claims review procedure and other appropriate information as to
      the steps to be taken if the Claimant wishes to have the claim reviewed.
      If the Committee determines that there are special circumstances requiring
      additional time 
	     


15 





	     	
      to make a decision, the Committee
      shall notify the Claimant of the special circumstances and the date by
      which a decision is expected to be made, and may extend the time for up to
      an additional 90 days. 

           (c)
      If the Claimant is determined by the Committee not to be eligible for
      benefits, or if the Claimant believes that he or she is entitled to
      greater or different benefits, the Claimant shall have the opportunity to
      have such claim reviewed by the Committee by filing a petition for review
      with the Committee within 60 days after receipt of the notice issued by
      the Committee. Said petition shall state the specific reasons which the
      Claimant believes entitle him or her to benefits or to greater or
      different benefits. Within 60 days after receipt by the Committee of the
      petition, the Committee shall afford the Claimant (and counsel, if any) an
      opportunity to present his or her position to the Committee verbally or in
      writing. Claimant (or counsel) shall have the opportunity to submit
      written comments, documents, records, and other information relating to
      the claim for benefits, and shall be provided, upon request and free of
      charge, reasonable access to, and copies of, all documents, records, and
      other information relevant to the Claimant's claim. The review shall take
      into account all comments, documents, records, and other information
      submitted by the Claimant relating to the claim, without regard to whether
      such information was submitted or considered in the initial benefit
      determination. The Committee shall notify the Claimant of its decision in
      writing within the 60-day period, stating specifically the basis of its
      decision, written in a manner calculated to be understood by the Claimant
      and the specific provisions of the Plan on which the decision is based.
      If, because of the need for a hearing, the 60-day period is not
      sufficient, the decision may be deferred for up to another 60 days at the
      election of the Committee, but notice of this deferral shall be given to
      the Claimant. 

           (d)
      If a claim for benefits under the Plan is contingent on a determination by
      the Committee (or its designee) that the Participant suffers from a Total
      Disability, the Claimant shall receive a written response to the initial
      claim from the Committee within 45 days, rather than 90 days. If special
      circumstances require an extension, the Committee shall notify the
      Claimant within the 45-day processing period that additional time is
      needed. If the Committee requests additional information so it can process
      the claim, the Claimant will have at least 45 days in which to provide the
      information. Otherwise, the initial extension cannot exceed 30 days. If
      circumstances require further extension, the Committee will again notify
      the Claimant, this time before the end of the initial 30-day extension.
      The notice will state the date a decision can be expected. In no event
      will a decision be postponed beyond an additional 30 days after the end of
      the first 30-day extension. The Claimant may request a review of the
      Committee's decision regarding the Disability claim within 180 days,
      rather than 60 days. The review must be conducted by a fiduciary different
      from the fiduciary who originally denied the claim, and the fiduciary also
      cannot be subordinate to the fiduciary who originally denied the claim. If
      the original denial of the claim was based on a medical judgment, the
      reviewing fiduciary must consult with an appropriate health 
	     


16 





	     	
      care professional who was not
      consulted on the original claim and who is not subordinate to someone who
      was The review must identify the medical or vocational experts consulted
      on the original claim. The Claimant may request, in writing, a list of
      those medical or vocational experts. The Claimant will receive notice of
      the reviewing fiduciary's final decision regarding the Total Disability
      claim within 45 days, rather than 60 days, of the request for review.
      

           (e)
      For all purposes under the Plan, such decisions on claims (where no review
      is requested) and decisions on review (where review is requested) shall be
      final, binding and conclusive on all interested parties as to
      participation and benefit eligibility, the Employee's or former Employee's
      Final Average Earnings, Credited Service and as to any other matter of
      fact or interpretation relating to the Plan. 

           (f)
      A Claimant's compliance with the foregoing provisions of this Section 7.7
      is a mandatory prerequisite to a Claimant's right to commence any legal
      action with respect to any claim for benefits under this Plan.
    
	     


     7.8
Hold Harmless. To the maximum extent
permitted by law, no member of the Committee shall be personally liable by
reason of any contract or other instrument executed by such member or on such
member's behalf in such member's capacity as a member of the Committee nor for
any mistake of judgment made in good faith, and the Company and the
Participating Company shall indemnify and hold harmless, directly from its own
assets (including the proceeds of any insurance policy the premiums of which are
paid from the Company's or a Participating Company's own assets), each member of
the Committee and each other officer, employee, or director of the Company, a
Participating Company or an Affiliate to whom any duty or power relating to the
administration or interpretation of the Plan against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Company and the Participating Company) arising
out of any act or omission to act in connection with the Plan unless arising out
of such person's own fraud or bad faith. 

     7.9
Service of
Process. The Secretary of the Company or such other person designated by the Board
shall be the agent for service of process under the Plan. 

ARTICLE VIII. DESIGNATION OF
BENEFICIARIES 

     8.1
Beneficiary
Designation. Every Participant shall file with the Administrator a written
designation of one or more persons as the Beneficiary who shall be entitled to
receive the amount, if any, payable under the Plan upon such Participant's death
without being survived by an Eligible Spouse and following the commencement of
payment of any of the retirement benefits under Article III. A Participant may
from time to time revoke or change such Participant's Beneficiary designation
without the consent of any prior Beneficiary by filing a new designation with
the Administrator. The last such designation received by the Administrator shall
be controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Administrator prior to the
Participant's death, and in no event shall it be effective as of a date prior to
such receipt. All decisions of the Administrator concerning the effectiveness of
any Beneficiary designation, and the identity of any Beneficiary, shall be
final. If a 

17 




Beneficiary shall die after the death
of the Participant and prior to receiving the distribution that would have been
made to such Beneficiary had such Beneficiary's death not occurred, and no
alternate Beneficiary has been designated, then for the purposes of the Plan the
distribution that would have been received by such Beneficiary shall be made to
the Beneficiary's estate. 

     8.2
Failure to Designate
Beneficiary. If no Beneficiary designation is in effect at the time of a
Participant's death without being survived by an Eligible Spouse and following
the commencement of payment of any of the retirement benefits under Article III,
the payment of the amount, if any, payable under the Plan upon such
Participant's death shall be made to the Participant's estate. If the
Administrator is in doubt as to the right of any person to receive such amount,
the Committee may direct the Company to withhold payment, without liability for
any interest thereon, until the rights thereto are determined, or the Committee
may direct the Company to pay such amount into any court of appropriate
jurisdiction, and such payment shall be a complete discharge of the liability of
the Company therefor. 

ARTICLE IX. WITHDRAWAL OF
PARTICIPATING COMPANY 

     9.1 Withdrawal of
Participating Company.
The Participating Company (other than the
Company) may withdraw from participation in the Plan by giving the Board prior
written notice approved by resolution by its board of directors or similar
governing body specifying a withdrawal date, which shall be the last day of a
month at least 30 days subsequent to the date on which notice is received by the
Board. The Participating Company shall withdraw from participation in the Plan
if and when it ceases to be either a division of the Company or an Affiliate.
The Board may require the Participating Company to withdraw from the Plan as of
any withdrawal date the Board specifies. 

     9.2
Effect of
Withdrawal. The Participating Company's withdrawal from the Plan shall not in any
way reduce or otherwise affect benefits accrued and vested as of the date of
withdrawal. With respect to former Employees, "accrued and vested benefits" are
benefits to which the former Employees are entitled as of the date of
withdrawal. With respect to Employees, "accrued and vested benefits" are the
benefits to which the Employees would be entitled if their employment terminated
(other than on account of death or Total Disability) as of the date of
withdrawal. 

     Withdrawal from the Plan by any Participating Company shall not in any
way affect any other Participating Company's participation in the Plan.


ARTICLE X. AMENDMENT OR TERMINATION
OF THE PLAN 

     10.1
Right to Amend or Terminate
Plan. 

	     	
           (a)
      The Board reserves the right at any time to amend or terminate the Plan,
      in whole or in part, and for any reason and without the consent of any
      Participating Company, Participant or Eligible Spouse. Each Participating
      Company by its participation in the Plan shall be deemed to have delegated
      this authority to the Board. 
	     


18 





	     	
           (b)
      The Committee may adopt any ministerial and nonsubstantive amendment which
      may be necessary or appropriate to facilitate the administration,
      management and interpretation of the Plan, provided the amendment does not
      materially affect the currently estimated cost to the Participating
      Companies of maintaining the Plan. Each Participating Company by its
      participation in the Plan shall be deemed to have delegated this authority
      to the Committee. 

           (c)
      If the Plan is terminated, each Participant will become entitled to
      payment of his accrued and vested benefits if and to the extent permitted
      under Code Section 409A and the regulations thereunder. Accordingly,
      payment of a Participant's accrued and vested benefits may be made in a
      lump sum in accordance with one of the following:
	     
	 	 		
		     	
           (i)
      the termination of the Plan within twelve (12) months of a corporate
      dissolution taxed under Code Section 331 or with the approval of a
      bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), as provided in
      Treasury Regulation Section 1.409A-3(j)(4)(ix)(A); or

           (ii) within the thirty (30) days preceding or the twelve (12)
      months following a Change in Control, provided that all substantially
      similar arrangements are also terminated, as provided in Treasury
      Regulations Section 1.409A-3(j)(4)(ix)(B); or

           (iii) the termination of the Plan, provided that the termination
      does not occur proximate to a downturn in the financial health of the
      Participating Company, if all arrangements that would be aggregated with
      the Plan under Treasury Regulation Section 1.409A-1(c) are terminated, no
      payments other than payments that would be payable under the terms of the
      Plan if the termination had not occurred are made within twelve (12)
      months of the Plan termination, all payments are made within twenty-four
      (24) months of the Plan termination, and no new arrangement that would be
      aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) is
      adopted within three (3) years following the Plan termination, as provided
      in Treasury Regulation Section 1.409A-3(j)(4)(ix)(C); or 

           (iv) such other events and conditions as the IRS may prescribe in
      generally applicable published guidance under Code Section 409A.
      
	
	 	 		
		
           (d)
      In no event shall an amendment or termination reduce or otherwise affect
      benefits accrued and vested as of the date of an amendment or termination.
      With respect to former Employees, "accrued and vested benefits" are
      benefits to which the former Employees are entitled as of the date of an
      amendment or termination. With respect to Employees, "accrued and vested
      benefits" are the benefits to which the Employees would be entitled if
      their employment terminated (other than on account of death or Total
      Disability) as of the date of an amendment or termination. 
	


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     10.2
Notice. Notice of any amendment
or termination of the Plan shall be given by the Board or the Committee,
whichever adopts the amendment, to the other and all Participating Companies.


ARTICLE XI. GENERAL PROVISIONS AND
LIMITATIONS 

     11.1
No Right to Continued
Employment. Nothing contained in the Plan shall give any Employee the
right to be retained in the employment of the Participating Company or Affiliate
or affect the right of any such employer to dismiss any Employee. The adoption
and maintenance of the Plan shall not constitute a contract between the Company
or any Participating Company and Employee or consideration for, or an inducement
to or condition of, the employment of any Employee. 

     11.2
Payment on Behalf of
Payee. If the Committee shall find that any person to whom any amount is payable
under the Plan is unable to care for such person's affairs because of illness or
accident, or is a minor, or has died, then any payment due such person or such
person's estate (unless a prior claim therefor has been made by a duly appointed
legal representative) may, if the Committee so elects, be paid to such person's
spouse, a child, a relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Plan and the
Company therefor. 

     11.3
Nonalienation. No interest, expectancy,
benefit, payment, claim or right of any Participant or Eligible Spouse under the
Plan shall be (i) subject in any manner to any claims of any creditor of the
Participant or Eligible Spouse, (ii) subject to the debts, contracts,
liabilities or torts of the Participant or Eligible Spouse or (iii) subject to
alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge,
attachment, charge or encumbrance of any kind. If any person shall attempt to
take any action contrary to this Section, such action shall be null and void and
of no effect, and the Committee and the Company shall disregard such action and
shall not in any manner be bound thereby and shall suffer no liability on
account of its disregard thereof. If the Participant, Eligible Spouse or any
other beneficiary hereunder shall become bankrupt, or attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge any right hereunder, then
such right or benefit shall, in the discretion of the Committee, cease and
terminate, and in such event, the Committee may hold or apply the same or any
part thereof for the benefit of the Participant, Eligible Spouse or the
children, or other dependents of the Participant or Eligible Spouse, or any of
them, in such manner and in such amounts and proportions as the Committee may
deem proper. 

     11.4
Missing Payee. If the Committee cannot
ascertain the whereabouts of any person to whom a payment is due under the Plan,
and if, after five years from the date such payment is due, a notice of such
payment due is mailed to the last known address of such person, as shown on the
records of the Committee or the Company, and within three months after such
mailing such person has not made written claim therefor, the Committee, if it so
elects, after receiving advice from counsel to the Plan, may direct that such
payment and all remaining payments otherwise due to such person be cancelled on
the records of the Plan and the amount thereof forfeited, and upon such
cancellation, the Company shall have no further liability therefor, except that,
in the event such 

20 




person later notifies the Committee of
such person's whereabouts and requests the payment or payments due to such
person under the Plan, the amounts otherwise due but unpaid shall be paid to
such person without interest for late payment. 

     11.5
Required
Information. Each Participant shall file with the Committee such pertinent
information concerning himself or herself, such Participant's Eligible Spouse,
or such other person as the Committee may specify, and no Participant, Eligible
Spouse, or other person shall have any rights or be entitled to any benefits
under the Plan unless such information is filed by or with respect to the
Participant. 

     11.6
No Trust or Funding
Created. The obligations of the Company to make payments hereunder shall
constitute a liability of the Company to a Participant or Eligible Spouse, as
the case may be. Such payments shall be made from the general funds of the
Company, and the Company shall not be required to establish or maintain any
special or separate fund, or purchase or acquire life insurance on a
Participant's life, or otherwise to segregate assets to assure that such payment
shall be made, and neither a Participant nor an Eligible Spouse shall have any
interest in any particular asset of the Company by reason of obligations
hereunder. Nothing contained in the Plan shall create or be construed as
creating a trust of any kind or any other fiduciary relationship between the
Company and a Participant or any other person. The rights and claims of a
Participant or an Eligible Spouse to a benefit provided hereunder shall have no
greater or higher status than the rights and claims of any other general,
unsecured creditor of the Company.

     11.7
Binding Effect. Obligations incurred by
the Company pursuant to this Plan shall be binding upon and inure to the benefit
of the Company, its successors and assigns, and the Participant and the
Participant's Eligible Spouse. 

     11.8
Merger or
Consolidation. In the event of a merger or a consolidation by the Company
with another corporation, or the acquisition of substantially all of the assets
or outstanding stock of the Company by another corporation, then and in such
event the obligations and responsibilities of the Company under this Plan shall
be assumed by any such successor or acquiring corporation, and all of the
rights, privileges and benefits of the Participants and Eligible Spouses
hereunder shall continue. 

     11.9
Mandatory
Cash-Out. Notwithstanding any provision herein to the contrary, a Participant's
benefit under the Plan shall be paid in a mandatory lump sum payment if, at the
time the Participant's benefit is scheduled to be paid or commences to be paid,
the payment is not greater than the applicable dollar amount under Code Section
402(g)(1)(B) (for 2007 - $15,500) and the payment results in the termination and
liquidation of the Participant's interest under the Plan, including all
agreements, programs or other arrangements with respect to which deferrals of
compensation are treated as having been deferred under a single nonqualified
deferred compensation plan under Treasury Regulation Section 1.409A-1(c)(2).


     11.10
Acceleration of
Payment. The time or schedule of payment of a benefit under the Plan may be
accelerated upon such events and conditions as the IRS may permit in generally
applicable published regulatory or other guidance under Code Section 409A,
including, without limitation, payment to a person other than the Participant to
the extent necessary to fulfill the terms 

21 




of a domestic relations order (as
defined in Code Section 414(p)(1)(B)), payment of FICA tax and income tax on
wages imposed on any amounts under this Plan, or payment of the amount required
to be included in income for the Participant as a result of failure of the Plan
to meet the requirements of Code Section 409A with respect to the Participant.


     11.11 Delay of
Payment. The
Committee may delay payment of a benefit under the Plan upon such events and
conditions as the IRS may permit in generally applicable published regulatory or
other guidance under Code Section 409A, including, without limitation, payments
that the Committee reasonably anticipates will be subject to the application of
Code Section 162(m), or will violate Federal securities laws or other applicable
law. 

     11.12 Participant's Right to Change
Payment Elections by December 31, 2007. At any time on or before December 31, 2007, a
Participant has the right to make new payment elections with respect to the
timing of benefits payable under the Plan, and any such election will not be
treated as a change in the timing of a payment under Code Section 409A(a)(4) or
an acceleration of a payment under Code Section 409A(a)(3), provided that this
Section and any related election applies only to amounts that would not
otherwise be payable during the year in which such election is made and does not
cause an amount to be paid in the year of election that would not otherwise be
payable in such year. 

     11.13
Entire Plan. This document and any
written amendments hereto contain all the terms and provisions of the Plan and
shall constitute the entire Plan, any other alleged terms or provisions being of
no effect. 

     IN
WITNESS WHEREOF, the Company has caused this
Plan to be executed this 9th day of December, 2008, effective as of
January 1, 2005. 

		RUDDICK CORPORATION  
		 	
		By: 
    	 	 
		 	 
		Its: 	 	



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