Exhibit
      10.3          
      

       

       

       

      Ruddick Corporation
Director
      Deferral Plan

       

       

       

      Amended and
      Restated
Effective January 1, 2008

       

       

       







RUDDICK CORPORATION DIRECTOR DEFERRAL
PLAN 

Amended and Restated
Effective
January 1, 2008 

1. Name: 

     This plan
shall be known as the "Ruddick Corporation Director Deferral Plan" (the "Plan").


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. This Plan
(i) allows a participating director to defer all of the director's annual
retainer fee and 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 is hereby
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. 

3. Definitions: 

     For
purposes of the Plan, the following terms shall have the following
meanings:

     (a)
"Accounts" mean collectively the Participants' Stock Accounts.

     (b)
"Board of Directors" means the Board of Directors of the Corporation.

     (c)
"Claim" means a claim for benefits under the Plan.

     (d)
"Claimant" means a person making a Claim. 

     (e)
"Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended, and the regulations thereunder. 

     (f)
"Common Stock" means the common stock of the Corporation. 

     (g)
"Compensation Committee" means the committee of individuals who are serving from
time to time as the members of the Compensation Committee of the Board of
Directors. 




     (h) "Fair
Market Value" of a share of Common Stock means, as of a Valuation Date and for
so long as shares of the Common Stock are listed on a national securities
exchange or reported on The Nasdaq Stock Market as a Nasdaq National Market
security, the mean between the high and low sales prices for the Common Stock on
such Valuation Date, or, if no such shares were sold on such date, the most
recent date on which shares of such Common Stock were sold, as reported in
The Wall Street Journal. If the Common Stock is not listed on a national securities
exchange or reported on The Nasdaq Stock Market as a Nasdaq National Market
security, Fair Market Value shall mean the average of the closing bid and asked
prices for such stock in the over-the-counter market as reported by The Nasdaq
Stock Market. If the Common Stock is not listed on a national securities
exchange, reported on The Nasdaq Stock Market as a Nasdaq National Market
security, or reported by The Nasdaq Stock Market in the over-the-counter market,
Fair Market Value shall be the fair value thereof determined in good faith by
the Board of Directors. 

     (i)
"Fees" means both (i) the annual retainer fee (the "Annual Retainer Fee") and
(ii) any regularly-scheduled or duly-called Board of Directors meeting fees (the
"Meetings Fees") payable to a Nonemployee Director under the Corporation's
compensation policies for directors in effect from time to time. 

     (j)
"Nonemployee Director" means an individual who is a member of the Board of
Directors but who is not an employee of the Corporation or any of its
Subsidiaries. 

     (k)
"Participant" means a Nonemployee Director who has elected to participate in the
Plan as provided in paragraph 5(b) below. 

     (l)
"Payment Date" means the date ninety (90) days following the effective date on
which the director ceases to be a member of the Board of Directors. 

     (m) "Plan
Administrator" means the Compensation Committee, or such other person or entity
designated as the "Plan Administrator" for purposes of the Plan by the
Compensation Committee. 

     (n) "Plan
Year" means the twelve (12) month period beginning January 1 and ending December
31. 

     (o)
"Stock Account" means the account established and maintained on the books of the
Corporation to record a Participant's interest under the Plan attributable to
the Fees credited to the Participant pursuant to paragraphs 5(c) and (d) below,
as adjusted from time to time pursuant to the terms of the Plan. 

     (p)
"Stock Unit" means a unit having a value as of a given date equal to the Fair
Market Value of one (1) share of Common Stock on the Valuation Date. 

     (q)
"Subsidiary" means a subsidiary corporation of the Corporation as that term is
defined in Code section 424(f).

     (r)
"Valuation Date" means any date requiring the determination of a Fair Market
Value; in the case of association with a Payment Date, Valuation Date shall mean
the business day next preceding the Payment Date; and in the case of the
deferral of retainer, Fees or distributions payable on the Common Stock,
Valuation Date shall mean the business day on which such payment would have been
made. 

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4. Administration: 

     The Plan
Administrator shall be responsible for administering the Plan. The Plan
Administrator shall have all of the powers necessary to enable it to properly
carry out its duties under the Plan. Not in limitation of the foregoing, the
Plan Administrator shall have the power to construe and interpret the Plan and
to determine all questions that shall arise thereunder. The Plan Administrator
shall have such other and further specified duties, powers, authority and
discretion as are elsewhere in the Plan either expressly or by necessary
implication conferred upon it. The Plan Administrator may appoint such agents as
it may deem necessary for the effective performance of its duties, and may
delegate to such agents such powers and duties as the Plan Administrator may
deem expedient or appropriate that are not inconsistent with the intent of the
Plan. The decision of the Plan Administrator upon all matters within its scope
of authority shall be final and conclusive on all persons, except to the extent
otherwise provided by law. 

5. Operation: 

     (a)
Eligibility. Each Nonemployee Director shall be eligible to participate in the Plan.


     (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 and/or the Meetings Fees payable
to the Nonemployee Director for all meetings occurring during such Plan Year. 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.

     (c)
Establishment of Accounts. The Corporation shall establish and maintain on its books a
Stock Account for each Participant. Each Stock Account shall be designated by
the name of the Participant for whom established. The Fees deferred by a
Participant shall be credited to the Participant's Stock Account as of the date
such Fees would have otherwise been paid to the Participant. The Stock Account
of a Participant shall be credited with a number of Stock Units equal to the
number of whole and fractional shares of Common Stock which the Participant
would have received with respect to such Fees if the Fees had been paid in
Common Stock, determined by dividing such Fees by the Fair Market Value of a
share of Common Stock on the Valuation Date and such Stock Units shall be
credited to the Participant's Stock Account as of the date the Fees would have
been paid to the Participant. 

     (d)
Adjustments to the Accounts. Each Stock Account shall be credited additional whole or
fractional Stock Units for distributions and stock dividends paid on the Common
Stock based on the number of Stock Units in the Stock Account on the applicable
record date, which additional whole or fractional Stock Units shall be
calculated based on the Fair Market Value of the Common Stock on the applicable
Valuation Date. Each Stock Account shall also be equitably adjusted as
determined by the Plan Administrator in the event of any stock dividend, stock
split or similar change in the capitalization of the Corporation. 

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     (e)
Method of Payment. When a Participant ceases to serve as a member of the Board of
Directors, such Participant's Accounts shall continue to be credited with
adjustments under paragraph 5(d) above through the Payment Date following the
date on which the Participant's membership on the Board of Directors ceases. The
number of Stock Units in the Stock Account as of such Payment Date shall be
delivered and paid in the form of a certificate, or an electronic equivalent
thereof, for the equivalent number of whole shares of Common Stock, plus cash
equivalent for any fractional shares; provided, however, that the maximum number
of shares of Common Stock deliverable under this Plan shall be 500,000 subject
to equitable adjustment by the Plan Administrator in the event of any stock
dividend, stock split or similar change in the capitalization of the
Corporation. Delivery and payment shall be made on the Payment Date as defined
in Section 3(1) to the Participant or to the Participant's designated
beneficiary, if the Participant's termination as a member of the Board of
Directors was the result of the Participant's death. 

     (f)
Other Payment Provisions. A Participant shall not be paid any portion of the
Participant's Stock Account prior to the Participant's termination of services
as a member of the Board of Directors. Any payment hereunder shall be subject to
applicable payroll and withholding taxes. In the event any amount becomes
payable under the provisions of the Plan to a Participant, beneficiary or other
person who is a minor or an incompetent, whether or not declared incompetent by
a court, such amount may be paid directly to the minor or incompetent person or
to such person's fiduciary (or attorney-in-fact in the case of an incompetent)
as the Plan Administrator, in its sole discretion, may decide, and the Plan
Administrator shall not be liable to any person for any such decision or any
payment pursuant thereto. 

     (g)
Statements of Account. Each Participant shall receive an annual statement of the
balance in the Participant's Account upon the request of a Participant or in the
discretion of the Plan Administrator. 

6. Amendment, Modification and
Termination of the Plan: 

     (a)
Corporation's Right to Amend or
Modify. The Board reserves the right at any
time to amend or terminate the Plan, in whole or in part, and for any
reason.

     (b)
Corporation's Right to
Terminate. If the Plan is terminated, each
Participant will become entitled to payment of the Participant's 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 (as determined under Treasury
      Regulation Section 1.409A-3(i)(5)), provided that all substantially
      similar arrangements are also terminated as provided in Treasury
      Regulation 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 Ruddick,
      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
      



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      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 event and conditions as the IRS may prescribe in
      generally applicable published guidance under Code Section 409A.
      



     (c) 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. 

7. Claims Procedures:


     (a)
General. In
the event that a Claimant has a Claim under the Plan, such Claim shall be made
by the Claimant's filing a notice thereof with the Plan Administrator within
ninety (90) days after such Claimant first has knowledge of such Claim. Each
Claimant who has submitted a Claim to the Plan Administrator shall be afforded a
reasonable opportunity to state such Claimant's position and to present evidence
and other material relevant to the Claim to the Plan Administrator for its
consideration in rendering its decision with respect thereto. The Plan
Administrator shall render its decision in writing within ninety (90) days after
the Claim is referred to it, unless special circumstances, determined in the
sole discretion of the Plan Administrator, require an extension of such time
within which to render such decision, in which event such decision shall be
rendered no later than one hundred eighty (180) days after the Claim is referred
to it. A copy of such written decision shall be furnished to the Claimant.


     (b)
Notice of Decision of Plan
Administrator. Each Claimant whose Claim has
been denied by the Plan Administrator shall be provided written notice thereof,
which notice shall set forth: 

	          	
           (i)
      the specific reason(s) for the denial; 

           (ii) specific reference to pertinent provision(s) of the Plan upon
      which such denial is based; 

           (iii) a description of any additional material or information
      necessary for the Claimant to perfect such Claim and an explanation of why
      such material or information is necessary; and 

           (iv) an explanation of the procedure hereunder for review of such
      Claim; 



all in a manner calculated to be
understood by such Claimant. 

     (c)
Review of Decision of Plan
Administrator. Each such Claimant shall be
afforded a reasonable opportunity for a full and fair review of the decision of
the Plan Administrator denying the Claim. Such review shall be by the Board of
Directors. Such appeal shall be made within ninety (90) days after the Claimant
received the written decision of the Plan Administrator and shall be made by the
written request of the Claimant or such Claimant's duly authorized
representative, to the Board of Directors. In the event of appeal, the Claimant
or such Claimant's duly authorized representative may (i) review pertinent
documents and (ii) submit issues and comments in writing to the Board of
Directors. The Board of Directors shall review the following: 

	          	
           (i)
      the initial proceedings of the Plan Administrator with respect to such
      Claim; 



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           (ii) such issues and comments as were submitted in writing by the
      Claimant or the Claimant's duly authorized representative; and 

           (iii) such other material and information as the Board of
      Directors, in its sole discretion, deems advisable for a full and fair
      review of the decision of the Plan Administrator.




The Board of Directors may approve,
disapprove or modify the decision of the Plan Administrator, in whole or in
part, or may take such other action with respect to such appeal as it deems
appropriate. The decision of the Board of Directors with respect to such appeal
shall be made in no event later than sixty (60) days after receipt of such
appeal, unless special circumstances, determined in the sole discretion of the
Board of Directors, require an extension of such time within which to render
such decision, in which event such decision shall be rendered as soon as
possible and in no event later than one hundred twenty (120) days following
receipt of such appeal. The decision of the Board of Directors shall be in
writing and in a manner calculated to be understandable by the Claimant and
shall include specific reasons for such decision and set forth specific
references to the pertinent provisions of the Plan upon which such decision is
based. The Claimant shall be furnished a copy of the written decision of the
Board of Directors. Such decision shall be final and conclusive upon all persons
interested therein, except to the extent otherwise provided by applicable law.


8. Acceleration of
Payment:

     The time
or schedule of payment of a benefit under the Plan may only 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 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. 

9. Applicable Law: 

     The Plan
shall be construed, administered, regulated and governed in all respects under
and by the laws of the United States to the extent applicable, and to the extent
such laws are not applicable, by the laws of the state of North Carolina.


10. Miscellaneous: 

     A
Participant's rights and interests under the Plan may not be assigned or
transferred by the Participant. The Plan shall be an unsecured, unfunded
arrangement. To the extent the Participant acquires a right to receive payments
from the Corporation under the Plan, such right shall be no greater than the
right of any unsecured general creditor of the Corporation. Nothing contained
herein shall be deemed to create a trust of any kind or any fiduciary
relationship between the Corporation and any Participant. The Plan shall be
binding on the Corporation and any successor in interest of the Corporation.


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     IN
WITNESS WHEREOF, this instrument has been
executed by an authorized officer of the Corporation effective as of the
9th day of December, 2008.

		RUDDICK CORPORATION  
		 	
		By: 
    	 	 
		 	 
		Title:  	 



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