Exhibit 10.2 

 

 

 

RUDDICK CORPORATION FLEXIBLE DEFERRAL
PLAN 

 

______________________________

 

Text of Plan

Amendment and Restatement Generally
Effective January 1, 2005 

 

______________________________


 

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

 

 

 




RUDDICK CORPORATION FLEXIBLE DEFERRAL
PLAN 

     Effective
as of the 1st day of January, 2005, Ruddick Corporation, a corporation duly
organized and existing under the laws of the State of North Carolina (the
“Controlling Company”), hereby adopts this amended and restated Ruddick
Corporation Flexible Deferral Plan (the “Plan”). This restated Plan 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 certain Code Section 409A
transitional amendments that were previously approved consistent with the
requirements of IRS Notice 2005-1, Q&A-19(c) and Q&A-20 and subsequent
guidance. To the extent a provision of the Plan is contrary to or fails to
address the requirements of Code Section 409A or 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. 

     The Plan
also reflects amendments effective October 1, 2005, that provide for the
restoration to Participants of the automatic retirement contributions such
Participants would have received under the Ruddick Savings Plan if not for
certain exclusions from and limitations on compensation applicable under the
terms of the Ruddick Savings Plan, and that make changes to the Make-Up ESOP and
Make-Up Pension Contribution formulas under the Plan to coordinate such
contributions with amendments made to the underlying qualified plans effective
October 1, 2005. 

BACKGROUND AND
PURPOSE 

     A.
Goal. The Controlling Company desires to provide its designated key
management employees (and those of its affiliated and related companies that
participate in the Plan) with an opportunity (i) to defer the receipt and income
taxation of a portion of such employees’ annual base salary and incentive
compensation; (ii) to provide such employees with matching contributions with
respect to a portion of such deferrals; (iii) to restore the employer
contributions that such employees would have been credited with under the
Ruddick Employee Stock Ownership Plan if not for certain exclusions from
compensation applicable under the terms of such plan; (iv) to restore the
retirement income that such employees would have accrued under the Ruddick
Corporation Employees’ Pension Plan if not for certain exclusions from
compensation applicable under the terms of such plan; and (v) to restore the
automatic retirement contributions that certain employees would have been
credited with under the Ruddick Savings Plan if not for certain exclusions from,
and limitations on, compensation applicable under the terms of such plan.





     B.
Purpose. The purpose of the Plan document is to set forth the terms and
conditions pursuant to which these deferrals and contributions may be made and
to describe the nature and extent of the employees’ rights to such amounts.


     C.
Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation
plan that benefits certain designated employees who are within a select group of
key management or highly compensated employees. 

STATEMENT OF
AGREEMENT 

     To adopt
the Plan described above with the purposes and goals as hereinabove described,
the Controlling Company hereby sets forth the terms and provisions of the Plan
as follows: 




RUDDICK CORPORATION FLEXIBLE DEFERRAL
PLAN 

TABLE OF CONTENTS 

				Page 
	ARTICLE I DEFINITIONS 	1 
		1.1 	ACCOUNT 	1 
		1.2 	ACTIVE PARTICIPANT 	1 
		1.3 	ADJUSTED ARC COMPENSATION 	1 
		1.4 	ADJUSTED ESOP COMPENSATION 	1 
		1.5 	ADJUSTED PENSION
      COMPENSATION 	1 
		1.6 	ADMINISTRATIVE
      COMMITTEE 	1 
		1.7 	AFFILIATE 	1 
		1.8 	BASE SALARY
    	1 
		1.9 	BASE SALARY
      DEFERRAL CONTRIBUTIONS 	2 
		1.10 	BASE SALARY
      ELECTION 	2 
		1.11 	BENEFICIARY 	2 
	 	1.12 	BOARD 	2 
		1.13 	CHANGE IN CONTROL
    	2 
		1.14 	CODE 	4 
		1.15 	COMPENSATION 	4 
		1.16 	CONTROLLING
      COMPANY 	4 
		1.17 	DEFERRAL CONTRIBUTIONS 	4 
		1.18 	DISABILITY OR
      DISABLED 	4 
		1.19 	EARLY RETIREMENT 	4 
		1.20 	EFFECTIVE DATE
	4 
		1.21 	ELIGIBLE EMPLOYEE 	5 
		1.22 	ERISA 	5 
		1.23 	FISCAL YEAR
	5 
		1.24 	IN-SERVICE
      SUBACCOUNT 	5 
		1.25 	IN-SERVICE
      DISTRIBUTION DATE 	5 
		1.26 	INCENTIVE COMPENSATION
      PAYMENTS 	5 
		1.27 	INCENTIVE COMPENSATION
      PAYMENT ELECTION 	5 
		1.28 	INVESTMENT
      ELECTION 	5 
		1.29 	INVESTMENT
      FUNDS 	5 
		1.30 	MAKE-UP
      ARC CONTRIBUTION 	6 
		1.31 	MAKE-UP
      ESOP CONTRIBUTION 	6 
		1.32 	MAKE-UP
      PENSION CONTRIBUTION 	6 
		1.33 	MATCHING CONTRIBUTIONS 	6 
		1.34 	NORMAL RETIREMENT 	6 
		1.35 	NORMAL RETIREMENT
      AGE 	6 
		1.36 	PARTICIPANT 	6 
		1.37 	PARTICIPATING
      COMPANY 	6 
		1.38 	PLAN 	6 
		1.39 	PLAN YEAR
	6 
		1.40 	RETIREMENT
      AGE 	6 
		1.41 	RETIREMENT
      SUBACCOUNT 	6 
		1.42 	RUDDICK ESOP 	6 
	     	1.43      	RUDDICK PENSION
      PLAN 	7
  







	     	1.44      	RUDDICK SAVINGS
      PLAN 	7 
		1.45 	SURVIVING SPOUSE
    	7 
		1.46 	TERMINATION OF
      EMPLOYMENT 	7 
		1.47 	TRUST OR TRUST
      AGREEMENT 	7 
		1.48 	TRUST FUND
	7 
		1.49 	TRUSTEE 	8 
		1.50 	UNFORESEEABLE
      EMERGENCY 	8 
		1.51 	VALUATION DATE
	8 
		1.52 	YEARS OF EMPLOYMENT 	8 
	ARTICLE II ELIGIBILITY AND PARTICIPATION 	9
    
		2.1 	INITIAL ELIGIBILITY
      REQUIREMENTS 	9 
		   (a) 	Deferral
      Contributions 	9 
		   (b) 	Matching Contributions 	9 
		   (c) 	Make-Up ESOP
      Contributions 	9 
		   (d) 	Make-Up ARC Contributions 	9 
		   (e) 	Make-Up
      Pension Contributions 	9 
		2.2 	PROCEDURE FOR
      ADMISSION 	9 
		2.3 	CESSATION OF
      ELIGIBILITY 	10 
		   (a) 	Termination of Employment 	10 
		   (b) 	Failure to
      Maintain Highly-Compensated Status 	10 
		   (c) 	Removal from Select Group 	10 
	 	   (d) 	Inactive
      Participation 	10 
	ARTICLE III PARTICIPANTS' ACCOUNTS; DEFERRALS AND
      CREDITING 	11 
		3.1 	PARTICIPANTS'
      ACCOUNTS 	11 
		   (a) 	Establishment of Accounts 	11 
		   (b) 	Nature of
      Contributions and Accounts 	11 
		   (c) 	Several Liabilities 	11 
		   (d) 	General
      Creditors 	11 
		3.2 	DEFERRAL CONTRIBUTIONS 	12 
		   (a) 	General
      Rule 	12 
		   (b) 	Minimum Deferrals 	12 
		3.3 	PROCEDURE FOR
      ELECTIONS 	12 
		   (a) 	Effective Date 	12 
		   (b) 	Termination 	13 
		   (c) 	Amount 	13 
		   (d) 	Incentive
      Compensation Payment Election 	13 
		3.4 	CREDITING OF
      DEFERRAL CONTRIBUTIONS 	14 
		3.5 	MATCHING CONTRIBUTIONS 	14 
		3.6 	MAKE-UP
      ESOP CONTRIBUTIONS 	15 
		3.7 	MAKE-UP
      ARC CONTRIBUTIONS 	16 
		3.8 	MAKE-UP
      PENSION CONTRIBUTIONS 	16 
		3.9 	DEBITING OF
      DISTRIBUTIONS 	18 
		3.10 	CREDITING OF
      EARNINGS 	18 
		   (a) 	Rate of
      Return 	18 
		   (b) 	Amount Invested 	18 
		   (c) 	Determination
      of Amount 	18 
		3.11 	VALUE OF ACCOUNT
    	18 
		3.12 	VESTING 	18 
		   (a) 	Deferral Contributions 	18 
		   (b) 	Matching
      Contributions 	18 
		   (c) 	Make-Up ESOP Contributions 	19 
		 
	ii 







		   (d) 	Make-Up ARC Contributions 	19 
		   (e) 	Make-Up
      Pension Contributions 	19 
		   (f) 	Change in Control 	19 
		3.13 	NOTICE TO PARTICIPANTS OF
      ACCOUNT BALANCES 	19 
		3.14 	GOOD FAITH
      VALUATION BINDING 	19 
	     	3.15      	ERRORS AND
      OMISSIONS IN ACCOUNTS 	19 
	ARTICLE IV INVESTMENT FUNDS 	20 
		4.1 	SELECTION BY
      ADMINISTRATIVE COMMITTEE 	20 
	 	4.2 	PARTICIPANT
      DIRECTION OF DEEMED INVESTMENTS 	20 
		   (a) 	Nature of
      Participant Direction 	20 
		   (b) 	Investment of Contributions 	20 
		   (c) 	Investment of
      Existing Account Balances 	20 
		   (d) 	Administrative Committee Discretion 	21 
	ARTICLE V PAYMENT OF ACCOUNT BALANCES 	22
    
		5.1 	DISTRIBUTIONS
      SUBACCOUNTS 	22 
		   (a) 	Generally 	22 
		   (b) 	Matching, Make-Up ESOP, Make-Up ARC and Make-Up Pension
      Contributions 	22 
		   (c) 	Deferral
      Contributions 	22 
		5.2 	RETIREMENT
      SUBACCOUNT 	22 
		   (a) 	General Rule
      Concerning Payments 	22 
		   (b) 	Special Rule Concerning Payments of Make-Up ARC
      Contributions 	22 
		   (c) 	Timing of
      Distribution 	23 
		   (d) 	Form of Distribution 	23 
		5.3 	IN-SERVICE
      SUBACCOUNTS 	24 
		   (a) 	General Rule 	24 
		   (b) 	Timing of
      Distribution 	24 
		   (c) 	Form of Distribution 	25 
		   (d) 	Termination
      of Employment 	26 
		5.4 	DISABILITY
      BENEFITS 	26 
		   (a) 	General Rule
      Concerning Payments 	26 
		   (b) 	Timing of Distribution 	27 
		   (c) 	Form of
      Distribution 	27 
		5.5 	DEATH BENEFITS 	27 
		5.6 	CHANGE IN CONTROL
    	28 
		5.7 	MANDATORY CASH-OUT 	28 
		5.8 	FORM OF ASSETS
    	28 
		5.9 	WITHDRAWALS FOR
      UNFORESEEABLE EMERGENCY 	28 
		5.10 	BENEFICIARY
      DESIGNATION 	28 
		   (a) 	General 	28 
		   (b) 	No
      Designation or Designee Dead or Missing 	29 
		   (c) 	Multiple Primary Beneficiaries 	29 
		   (d) 	Forfeiture of
      Benefits In the Case of Murder or Manslaughter 	29 
		5.11 	OFFSET FOR
      OBLIGATIONS TO THE COMPANY 	29 
		5.12 	TAXES 	30 
		5.13 	ACCELERATION OF
      PAYMENT 	30 
		5.14 	DELAY OF PAYMENT
    	30 
		5.15 	PARTICIPANT’S RIGHT TO
      CANCEL DEFERRALS OR TERMINATE PARTICIPATION
      IN 
			PLAN BY DECEMBER
      31, 2005 	30 
		5.16 	PARTICIPANT’S RIGHT TO CHANGE PAYMENT ELECTIONS BY NOVEMBER 30, 2008 	30
    



iii 





	ARTICLE VI CLAIMS 	32 
	     	6.1 	PRESENTATION OF
      CLAIMS 	32 
	 	6.2 	CLAIMS PROCEDURE 	32 
		6.3 	REVIEW PROCEDURE 	32 
		6.4 	SPECIAL PROCEDURES
      APPLICABLE TO DISABILITY
      BENEFITS 	33 
		6.5 	LEGAL ACTION
    	33 
		6.6 	SATISFACTION OF
      CLAIMS 	33 
	ARTICLE VII SOURCE OF FUNDS; TRUST 	34
    
		7.1 	SOURCE OF FUNDS
    	34 
		7.2 	TRUST 	34 
		   (a) 	Establishment 	34 
		   (b) 	Distributions 	34 
		   (c) 	Status of the Trust 	34 
		   (d) 	Change in
      Control 	35 
	ARTICLE VIII ADMINISTRATIVE COMMITTEE 	36 
		8.1 	APPOINTMENT OF
      ADMINISTRATIVE COMMITTEE 	36 
		   (a) 	Administrative Committee 	36 
		   (b) 	Appointments
      by Controlling Company 	36 
		8.2 	ADMINISTRATION
      GENERALLY 	36 
		8.3 	ORGANIZATION OF
      ADMINISTRATIVE COMMITTEE 	36 
		8.4 	POWERS AND
      RESPONSIBILITY OF ADMINISTRATIVE
      COMMITTEE 	37 
		8.5 	RECORDS OF
      COMMITTEES 	37 
		   (a) 	Notices and Directions 	37 
		   (b) 	Records of
      Administrative Committee 	38 
		8.6 	CONSTRUCTION OF THE
      PLAN 	38 
		8.7 	DIRECTION OF
      TRUSTEE 	38 
		8.8 	INDEMNIFICATION
	38 
	ARTICLE IX AMENDMENT AND TERMINATION 	39
    
		9.1 	AMENDMENTS 	39 
		9.2 	TERMINATION OF
      PLAN 	39 
		9.3 	AUTHORIZATION AND
      DELEGATION TO THE ADMINISTRATIVE
      COMMITTEE AND 	
			CONTROLLING
      COMPANY 	40 
	ARTICLE X MISCELLANEOUS 	41 
		10.1 	TAXATION 	41 
		10.2 	NO EMPLOYMENT
      CONTRACT 	41 
		10.3 	HEADINGS 	41 
		10.4 	GENDER AND
      NUMBER 	41 
		10.5 	ASSIGNMENT OF
      BENEFITS 	41 
		10.6 	LEGALLY INCOMPETENT 	41 
		10.7 	GOVERNING LAW 	42 
		10.8      	EXCLUSIVE BENEFIT
    	42 
	EXHIBIT A PARTICIPATING COMPANIES 	A1 



iv 




ARTICLE I
DEFINITIONS 

     For
purposes of the Plan, the following terms, when used with an initial capital
letter, will have the meaning set forth below unless a different meaning plainly
is required by the context. 

     1.1
Account means, with respect to a Participant or Beneficiary, the total dollar
amount or value evidenced by the last balance posted and actually credited in
accordance with the terms of the Plan to the account record established for such
Participant or Beneficiary. The Administrative Committee, as required by the
terms of the Plan and otherwise as it deems necessary or desirable in its sole
discretion, may establish and maintain separate subaccounts for each Participant
and Beneficiary. “Account” shall refer to the aggregate of all separate
subaccounts or to individual, separate subaccounts, as may be appropriate in
context. 

     1.2
Active Participant means any Eligible Employee who has become a Participant and
who has not been removed from active participation as described in Section 2.3.


     1.3
Adjusted ARC
Compensation means a Participant’s
compensation as defined under the Ruddick Savings Plan for purposes of automatic
retirement contributions, but determined without excluding (i) any Deferral
Contributions that the Participant elects to make under the Plan (the “FDP
Deferral Component”) or (ii) any amounts disregarded by the Ruddick Savings Plan
due to the limitations under Code Section 401(a)(17), such Section 401(a)(17)
amount to be limited to $52,500 for the period from October 1, 2005 to December
31, 2005 (the “Excess Considered Pay Component”). 

     1.4
Adjusted ESOP
Compensation means a Participant’s
compensation as defined under the Ruddick ESOP for employer contribution
purposes, but determined without excluding (i) any Deferral Contributions that
the Participant elects to make under the Plan or (ii) any amounts disregarded by
the Ruddick ESOP due to the limitations under Code Section 401(a)(17).


     1.5
Adjusted Pension
Compensation means a Participant’s
compensation as defined under the Ruddick Pension Plan for benefit accrual
purposes, but determined without excluding any Deferral Contributions that the
Participant elects to make under the Plan. 

     1.6
Administrative
Committee means the committee appointed
by the Board to act on behalf of the Controlling Company in administering the
Plan, as provided in Article VIII. 

     1.7
Affiliate means any corporation or other entity that is required to be aggregated
with the Controlling Company 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).

     1.8
Base Salary means, with respect to a Participant for a calendar year, the total of
the amounts described in subsections (1), (2) and (3), minus the amounts
described in subsections (4), (5), (6) and (7) as follows: 





	     	
           (1)
      all cash remuneration actually paid by a Participating Company to the
      Participant as reported or reportable on IRS Form W-2 for federal income
      tax purposes (or similar form required for such purpose); plus

           (2)
      to the extent not included in subsection (1) hereof, any elective deferral
      (as defined in Code Section 402(g)(3)) made to any Code Section 401(k)
      plan of an Affiliate or Participating Company, and any amount which is
      contributed or deferred by an Affiliate or Participating Company at the
      election of the Participant and which is not included in the gross income
      of the Participant by reason of Code Section 125, 132(f)(4) or 457;
      plus

           (3)
      to the extent not included in subsection (1) hereof, all Base Salary
      Deferral Contributions made under the Plan; minus 

           (4)
      all amounts in subsection (1) that consist of Incentive Compensation
      Payments; minus

           (5)
      all amounts in subsection (1) that consist of payments made from the Plan;
      minus
      

           (6)
      all amounts in subsection (1) that consist of expense reimbursements or
      bonuses paid in connection with relocation or amounts paid pursuant to a
      stock option or other equity based incentive award or dividends paid on
      restricted stock prior to vesting that are otherwise reportable as wages;
      minus
      

           (7)
      unless otherwise specified by the Controlling Company, all amounts
      included in subsections (1), (2), or (3), that consist of any amounts paid
      or made available to a Participant during the Plan Year while he is not an
      Active Participant.
  



     1.9
Base Salary Deferral
Contributions means, for each Plan Year,
the portion of a Participant’s Deferral Contributions attributable to his Base
Salary Election for such Plan Year. 

     1.10
Base Salary Election means a written, electronic or other form of election
pursuant to which a Participant may elect to defer under the Plan a portion of
his Base Salary. 

     1.11
Beneficiary means, with respect to a Participant, the person(s) designated or
identified in accordance with Section 5.10
to receive any death benefits that may be
payable under the Plan upon the death of the Participant. 

     1.12
Board means the Board of Directors of the Controlling Company or any committee
or committees of the Board of Directors of the Controlling Company to which, and
to the extent, the Controlling Company’s Board of Directors has delegated some
or all of its power, authority or duties or responsibilities with respect to the
Plan. A reference to the board of directors of any other Participating Company
will specify it as such. 

     1.13
Change in Control means, with respect to a Participant, a “change in
ownership,” a “change in effective control,” or a “change in the ownership of
substantial assets” 

2 




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 Administrative 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 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 1.13 for which no
      other corporation is a majority shareholder.




3 





	     	
           (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.
    



     1.14
Code
means the Internal Revenue Code of 1986, as amended, and, where the context
requires, includes a reference to any proposed or final treasury regulations or
similar guidance issued thereunder, as amended from time to time. 

     1.15 Compensation means the sum of a
Participant’s Base Salary and Incentive Compensation Payments.

     1.16
Controlling Company means Ruddick Corporation, a North Carolina corporation with
its principal place of business in Charlotte, North Carolina. 

     1.17
Deferral Contributions means, for each Plan Year, that portion of a Participant’s
Compensation deferred under the Plan pursuant to Section 3.2. 

     1.18 Disability or Disabled means 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 Disabled if determined to be totally disabled by
the Social Security Administration. In the event that a Participant is not
determined to be Disabled by the Social Security Administration as provided in
the preceding sentence, the Administrative Committee, in its sole discretion,
shall determine whether such Participant has suffered a Disability or is
Disabled. In making such determination, the Administrative 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 Administrative Committee; the decision of the Administrative
Committee as to Disability shall be final and binding. 

     1.19 Early Retirement means Termination
of Employment, other than an account of death, after attaining age 55 (but prior
to obtaining Normal Retirement Age) and completing ten (10) Years of Employment.


     1.20
Effective Date means January 1, 2005, the date as of which this amended and
restated Plan is effective. 

4 




     1.21
Eligible Employee means, for Plan Years beginning before January 1, 2007, an
employee of a Participating Company (i) who is eligible to receive Incentive
Compensation Payments and (ii) (A) whose compensation for each of the two
immediately preceding Fiscal Years exceeded the amount described in Code Section
414(q)(1)(B)(i) in effect as of the first day of each such Fiscal Year
(i.e.,
$95,000 for Fiscal Year ending September 30, 2006) or (ii) (B) whose annualized
Base Salary exceeds the amount described in Code Section 414(q)(1)(B)(i) in
effect as of the first day of the Fiscal Year that commenced on the immediately
preceding October 1 (i.e., $95,000 for Fiscal Year that began October 1, 2005). For
Plan Years beginning on or after January 1, 2007, “Eligible Employee” means an
employee of a Participating Company (i) who is eligible to receive Incentive
Compensation Payments and (ii) (A) who is included in a select group of
management employees as provided in ERISA Sections 201(2), 301(a)(3), and
401(a)(1); or (B) who has an annualized Base Salary excluding commission compensation
that equals or exceeds the amount described in Code Section 414(q)(1)(B)(i) in
effect for the Plan Year preceding the Plan Year of eligibility (i.e., $105,000
for the 2008 Calendar Year). 

     1.22
ERISA means the Employee Retirement Income Security Act of 1974, as amended.


     1.23
Fiscal Year means the 12-consecutive month period ending September 30 each year.


     1.24 In-Service Subaccount means, for
purposes of distribution, the portion of a Participant’s Account which is
distributable in accordance with the terms of Section 5.3. 

     1.25 In-Service Distribution Date means
that date elected by a Participant in accordance with Section 5.3. 

     1.26
Incentive Compensation
Payment means the amount payable to a
Participant under the American and Efird, Inc. Incentive Compensation Plan, the
Harris Teeter Administrative Income Plan, the Ruddick Corporation Incentive
Compensation program and any other incentive program sponsored by a
Participating Company that the Administrative Committee elects to include.
Incentive Compensation Payments will be considered “performance based
compensation” for purposes of Code Section 409A and related regulations or
similar guidance. 

     1.27
Incentive Compensation Payment
Election means a written, electronic or
other form of election pursuant to which a Participant may elect to defer under
the Plan all or a portion of his Incentive Compensation Payments. 

     1.28
Investment Election means an election, made in such form as the Administrative
Committee may direct, pursuant to which a Participant may elect the Investment
Funds in which the amounts credited to his Account will be deemed to be
invested. 

     1.29
Investment Funds means the investment funds selected from time to time by the
Administrative Committee for purposes of determining the rate of return on
amounts deemed invested pursuant to the terms of the Plan. 

5 




     1.30
Make-Up ARC
Contribution means the amount credited to
a Participant’s Account pursuant to Section 3.7 on and after October 1, 2005.


     1.31
Make-Up ESOP
Contribution means the amount credited to
a Participant’s Account pursuant to Section 3.6. 

     1.32
Make-Up Pension
Contribution means the amount credited to
a Participant’s Account pursuant to Section 3.8. 

     1.33
Matching Contributions mean the amount credited to a Participant’s Account pursuant
to Section 3.5. 

     1.34
Normal Retirement means Termination of Employment, other than on account of
death, on or after the date the Participant attains Normal Retirement Age.


     1.35 Normal Retirement Age means age
60. 

     1.36
Participant means an Eligible Employee who has been admitted to, and has not been
removed from, participation in the Plan pursuant to the provisions of Article
II. 

     1.37
Participating Company means, as of the Effective Date, the Controlling Company and
its Affiliates that are designated by the Controlling Company on Exhibit A
hereto, as participating companies herein. In addition, any other Affiliate in
the future may adopt (or be deemed to have adopted pursuant to this Section) the
Plan with the consent of the Controlling Company or its delegate, and such
Affiliate’s name will be added to Exhibit A. Unless the Controlling Company
specifies otherwise, any company that adopts the Plan by written resolution of
its board of directors or other managing body will be deemed accepted as a
Participating Company as of the date specified in such resolution. 

     1.38 Plan means the Ruddick Corporation
Flexible Deferral Plan, as contained herein and all amendments hereto. For tax
purposes and purposes of Title I of ERISA, the Plan is intended to be an
unfunded, nonqualified deferred compensation plan covering certain designated
employees who are within a select group of key management or highly compensated
employees. 

     1.39
Plan Year means the 12-consecutive-month period ending on December 31 of each
year.

     1.40 Retirement Age means the earlier
of the date on which (i) a Participant has attained age 55 and completed 10
Years of Employment or (ii) a Participant has attained age 60. 

     1.41 Retirement Subaccount means, for
purposes of distribution, the portion of a Participant’s Account which is
distributable in accordance with the terms of Section 5.2. 

     1.42
Ruddick ESOP means the Ruddick Employee Stock Ownership Plan which is merged into the
Ruddick Savings Plan effective January 1, 2008. 

6 




     1.43
Ruddick Pension Plan means the Ruddick Corporation Employees’ Pension Plan.


     1.44 Ruddick Savings Plan means the
Ruddick Retirement and Savings Plan. 

     1.45
Surviving Spouse means, with respect to a Participant, the person who is
treated as married to such Participant under the laws of the state in which the
Participant resides. The determination of a Participant’s Surviving Spouse will
be made as of the date of such Participant’s death. 

     1.46
Termination of
Employment means 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
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. 

     1.47
Trust or Trust
Agreement means the separate agreement or
agreements between the Controlling Company and the Trustee governing the Trust
Fund, and all amendments thereto. 

     1.48
Trust Fund means the total amount of cash and other property held by the Trustee
(or any nominee thereof) at any time under the Trust Agreement. 

7 




     1.49
Trustee means the party or parties so designated from time to time pursuant to
the terms of the Trust Agreement. 

     1.50
Unforeseeable Emergency means an unforeseeable emergency, consistent with Code
Section 409A and the regulations thereunder, that would result in severe
financial hardship to the Participant resulting from (i) an illness or accident
of the Participant, or the Participant’s spouse, Beneficiary or dependent (as
defined in Code Section 152(a)) of the Participant, (ii) a loss of the
Participant’s property due to casualty, or (iii) other such similar,
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The existence of an Unforeseeable
Emergency will be determined by the Administrative Committee on the basis of the
relevant facts and circumstances of each case, including information supplied by
the Participant in accordance with uniform guidelines prescribed from time to
time by the Administrative Committee; provided, the Participant will be deemed
not to have an Unforeseeable Emergency to the extent that such hardship is or
may be relieved: 

	     	
           (i)
      Through reimbursement or compensation by insurance or otherwise;
      

           (ii) By liquidation of the Participant’s assets, to the extent the
      liquidation of such assets would not itself cause severe financial
      hardship; or 

           (iii) By cessation of Deferral Contributions under the Plan.
      

           Examples of what are not considered to be Unforeseeable Emergencies
      include the need to send a Participant’s child to college or the desire to
      purchase a home. 



     1.51
Valuation Date means the first business day of January or July that
immediately precedes the date of distribution. 

     1.52
Years of Employment means, with respect to a Participant, his total number of
“Years of Service” as defined and determined under the terms of the Ruddick
Pension Plan. Provided, that, if not taken into account as “Years of Service”
under the Ruddick Pension Plan, periods of Disability commencing while such
Participant is employed by a Participating Company also shall be counted under
the Plan in determining Years of Employment.

8 




ARTICLE II 
ELIGIBILITY AND PARTICIPATION 

     2.1
Initial Eligibility
Requirements. 

	     	
           (a)
      Deferral
      Contributions. As of and after the
      Effective Date, each individual who becomes an Eligible Employee will be
      eligible to participate in the Plan with respect to Deferral Contributions
      effective the next January 1 (assuming he satisfies the procedures for
      admission described below). 

           (b)
      Matching
      Contributions. Each Eligible
      Employee who is eligible to make Deferral Contributions under subsection
      (a) hereof will be eligible to have Matching Contributions credited to his
      Account from and after the date that such individual becomes eligible to
      make Deferral Contributions under subsection (a) hereof. 

           (c)
      Make-Up ESOP
      Contributions. Each Eligible
      Employee who is eligible to share in the allocation of employer
      contributions under the Ruddick ESOP will be eligible to have Make-Up ESOP
      Contributions credited to his Account from and after the date that such
      individual becomes eligible to share in the allocation of employer
      contributions under the Ruddick ESOP. 

           (d)
      Make-Up ARC
      Contributions. Each Eligible
      Employee (i) who is not a participant in the Ruddick Supplemental
      Executive Retirement Plan, and (ii) who is eligible to share in the
      allocation of automatic retirement contributions under the Ruddick Savings
      Plan will be eligible to have Make-Up ARC Contributions credited to his
      Account from and after the date that such individual becomes eligible to
      share in the allocation of automatic retirement contributions under the
      Ruddick Savings Plan. 

           (e)
      Make-Up Pension
      Contributions. Each Participant (i)
      who is not a participant in the Ruddick Supplemental Executive Retirement
      Plan and (ii) who terminates employment with all Participating Companies
      and all Affiliates with a vested accrued benefit under the Ruddick Pension
      Plan will be eligible to have a Make-Up Pension Contribution credited to
      the Participant’s Account as of the date the Participant terminates
      employment.



     2.2
Procedure for Admission.

          Each Eligible Employee will become a Participant by completing
such forms and providing such data in a timely manner, as are required by the
Administrative Committee as a precondition of participation in the Plan. Such
forms and data may include, without limitation, (i) an election to make Deferral
Contributions; (ii) an election as to whether Deferral Contributions will be
credited to the Participant’s Retirement Subaccount or an In-Service Subaccount;
(iii) an election as to the year In-Service Subaccount payments will begin and
as to the number of installment payments (if any) that will be made from the
Retirement Subaccount and/or In-Service Subaccount; (iv) the Eligible Employee’s
acceptance of the terms and conditions of the Plan; (v) the Eligible Employee’s
Investment Election; and (vi) the Eligible Employee’s Beneficiary
designation.

9 




     2.3
Cessation of
Eligibility.

	     	
           (a)
      Termination of
      Employment. Unless otherwise
      specified by the Administrative Committee, in its sole discretion, each
      Participant who terminates employment with a Participating Company will
      cease to have any contributions credited to the Participant’s Account
      under the Plan for or with respect to any period or Compensation payable
      from and after the Participant’s employment termination date.

           (b)
      Failure to Maintain
      Highly-Compensated Status. If, for
      Plan Years beginning before January 1, 2007, an Active Participant ceases
      to satisfy the criteria to be an Eligible Employee as set forth in
      provision (ii) (A) of Section 1.21 for three consecutive Plan Years, the
      Participant will cease to be eligible to actively participate in the Plan
      from and after the end of the Plan Year in which the third such Plan Year
      ends.

           (c)
      Removal from Select
      Group. If the Administrative
      Committee determines that the Participant is no longer a member of a
      select group of key management or highly compensated employees because of
      reduced duties, responsibilities, incentive compensation ineligibility,
      compensation level, or for any other reason, the Participant will cease to
      be eligible to actively participate in the Plan from and after the first
      day of the following Plan Year. 

           (d)
      Inactive
      Participation. If a Participant’s
      active participation in the Plan ends, the Participant will remain an
      inactive Participant in the Plan until the earlier of (i) the date the
      full amount of his vested Account (if any) is distributed from the Plan,
      or (ii) the date he again becomes an Eligible Employee and recommences
      active participation in the Plan. An inactive Participant’s Account will
      continue to be credited with earnings as provided for in Section 3.10 and
      the inactive Participant will be eligible for a Matching Contribution or
      Make-Up ESOP Contribution if he was an active Participant at any time
      during the applicable Plan Year. 

       



10 




ARTICLE III

PARTICIPANTS’ ACCOUNTS; DEFERRALS
AND CREDITING 

     3.1
Participants’
Accounts. 

	     	
           (a)
      Establishment of
      Accounts. The Administrative
      Committee will establish and maintain an Account on behalf of each
      Participant. To the extent provided herein, each Account will be credited
      with (i) Deferral Contributions, (ii) Matching Contributions, (iii)
      Make-Up ESOP Contributions, (iv) Make-Up ARC Contributions, (v) Make-Up
      Pension Contributions, and (vi) earnings attributable to such Account, and
      will be debited by the amount of all distributions. Each Account of a
      Participant will be maintained until the value thereof has been
      distributed to or on behalf of such Participant or his Beneficiary.
      

           (b)
      Nature of Contributions and
      Accounts. The amounts credited to a
      Participant’s Account will be represented solely by bookkeeping entries.
      Except as provided in Article VII, no monies or other assets will actually
      be set aside for such Participant, and all payments to a Participant under
      the Plan will be made from the general assets of the Participating
      Companies. 

           (c)
      Several
      Liabilities. Each Participating
      Company will be severally (and not jointly) liable for the payment of
      benefits under the Plan in an amount equal to the total of (i) all
      undistributed Deferral Contributions withheld from Participant’s
      Compensation paid or payable by each such Participating Company, (ii) all
      undistributed Matching Contributions attributable to such Deferral
      Contributions, (iii) all undistributed Make-Up ESOP Contributions credited
      for the period such Participant was employed by such Participating
      Company, (iv) all undistributed Make-Up ARC Contributions credited for the
      period such Participant was employed by such Participating Company; (v)
      all undistributed Make-Up Pension Contributions credited for the period
      such Participant was employed by such Participating Company and (vi) all
      investment earnings attributable to the amounts described in clauses
      (i)-(v) hereof. The Administrative Committee will allocate the total
      liability to pay benefits under the Plan among the Participating Companies
      pursuant to this formula, and the Administrative Committee’s determination
      will be final and binding. 

           (d)
      General Creditors. Any assets which may be acquired by a Participating
      Company in anticipation of its obligations under the Plan will be part of
      the general assets of such Participating Company. A Participating
      Company’s obligation to pay benefits under the Plan constitutes a mere
      promise of such Participating Company to pay such benefits, and a
      Participant or Beneficiary will be and remain no more than an unsecured,
      general creditor of such Participating Company.




11 




     3.2
Deferral
Contributions.

	     	
           (a)
      General Rule. Except as provided in subsection (b) hereof, each
      Eligible Employee who is or becomes eligible to participate in the Plan
      for all or any portion of a Plan Year may elect to have Deferral
      Contributions made on his behalf for such Plan Year by completing and
      delivering to the Administrative Committee (or its designee) a Base Salary
      Election and/or Incentive Compensation Payment Election setting forth the
      terms of his election; provided, the Administrative Committee may allow or
      require separate or combined deferral elections for any or all of the
      elections set forth in subsections (i) or (ii) hereof. 

	     	
		     	
           (i)
      Base Salary Election. A Base Salary Election will provide for the reduction
      of an Eligible Employee’s Base Salary
      in accordance with the terms and
      conditions set forth in Section 3.3 (a)–(c) below. 

           (ii) Incentive Compensation
      Payment Election. An Incentive
      Compensation Payment Election will provide for the reduction of an
      Eligible Employee’s Incentive Compensation Payment in accordance with the
      terms and conditions set forth in Section 3.3(d) below. 

		 	
		
           (b)
      Minimum Deferrals. The Administrative Committee may, in its sole
      discretion, establish a minimum dollar amount and/or percentage of
      Compensation that Participants will be permitted to defer under the Plan.
      



     3.3
Procedure for Elections. Subject to any modifications, additions or exceptions that
the Administrative Committee, in its sole discretion, deems necessary,
appropriate or helpful, the following terms will apply to Base Salary and
Incentive Compensation Payment Elections: 

	     	
           (a)
      Effective Date. 

	 	
		     	
           (i)
      Initial Base Salary
      Election. A Participant’s initial Base
      Salary Election will be effective for the first regular paycheck paid
      after the date the Base Salary Election is submitted and becomes
      effective. To be effective, a Participant’s initial Base Salary Election
      must be made before the first day of the Plan Year for which Base Salary
      Deferral Contributions will be made; or, if later, within 30 days after
      the date on which his participation becomes effective pursuant to Section
      2.1 and with respect to Compensation paid for services to be performed
      subsequent to the election. If an Eligible Employee fails to submit an
      initial Base Salary Election in a timely manner, he will be deemed to have
      elected not to participate in the Plan for that Plan Year with respect to
      his Base Salary. 

           (ii) Subsequent Base Salary
      Election. A Participant’s Base Salary
      Election for any subsequent Plan Year must be made annually on or before
      the last day of the Plan Year (or an earlier date determined by the
      Administrative Committee) immediately preceding the Plan Year for which he
      desires to participate and in which such Base Salary to be deferred is
      paid. 



12 





	     	
           (b)
      Termination. Each Participant’s Base Salary Election will remain in
      effect for all Base Salary paid during the current Plan Year until the
      earliest of (i) the date the Participant becomes Disabled, or (ii) the
      date the Participant receives a withdrawal for an Unforeseeable Emergency
      under Section 5.9 If a Participant is transferred from the employment of
      one Participating Company to the employment of another Participating
      Company, his Base Salary Election with the first Participating Company
      will remain in effect and will apply to his Base Salary from the second
      Participating Company until the earliest of those events set forth in the
      preceding sentence. 

           (c)
      Amount. A Participant may elect to defer his Base Salary in 1%
      increments, up to a maximum of 50% (or such other maximum percentage
      and/or amount, if any, established by the Administrative Committee from
      time-to-time).

           (d)
      Incentive Compensation Payment
      Election. An Eligible Employee may
      annually complete and deliver to the Administrative Committee an Incentive
      Compensation Payment Election with respect to Incentive Compensation
      Payments to be earned during the Fiscal Year that begins on October 1
      immediately preceding the next Plan Year and paid during the next Plan
      Year and, if made, such Incentive Compensation Payment Election shall be
      irrevocable. The terms of such Incentive Compensation Payment Election
      will be determined by reference to the foregoing provisions of this
      Section 3.3; provided, the following modifications will apply:
    

	 	 
		     	
           (i)
      Effective Date for Initial Incentive
      Compensation Payment Election. A
      Participant’s initial Incentive Compensation Payment Election with respect
      to his Incentive Compensation Payments for a Plan Year will be effective
      for the Incentive Compensation Payments earned during the Plan Year and
      after the date the Incentive Compensation Payment Election is submitted
      and becomes effective. To be effective, a Participant’s initial Incentive
      Compensation Payment Election must be made as described in Section
      3.3(a)(i). If an Eligible Employee fails to submit an annual Incentive
      Compensation Payment Election in a timely manner, he will be deemed to
      have elected not to participate in the Plan for that Plan Year with
      respect to his Incentive Compensation Payments.

           (ii) Effective Date for
      Subsequent Incentive Compensation Payment Elections. A Participant’s subsequent Incentive Compensation
      Payment Election with respect to his Incentive Compensation Payments for
      any Plan Year must be made annually on or before the last day of the Plan
      Year (or an earlier date determined by the Administrative Committee)
      immediately preceding the Plan Year for which he desires to participate
      and in which such Incentive Compensation Payment to be deferred is earned.
      

           (iii) Amount. An Eligible Employee may elect to defer his Incentive
      Compensation Payments in 1% increments, up to a maximum of 90% (or such
      other maximum percentage and/or amount, if any, established by the
      Administrative Committee from time to
time).



13 





	     	     	
           (iv) Termination. A Participant’s annual Incentive Compensation Payment
      Election will terminate on (i) the date the Participant becomes Disabled,
      or (ii) the date the Participant receives a withdrawal for an
      Unforeseeable Emergency under Section 5.9. If a Participant is transferred
      from the employment of one Participating Company to the employment of
      another Participating Company, his Incentive Compensation Payment Election
      with the first Participating Company will remain in effect and will apply
      to his Incentive Compensation Payment from the second Participating
      Company until the earliest of those events set forth in the preceding
      sentence. 



     3.4
Crediting of Deferral
Contributions.

          For each Plan Year that a Participant has a Base Salary
Election and/or Incentive Compensation Payment Election in effect, the
Administrative Committee will credit the amount of such Participant’s Deferral
Contributions to his Account on, or as soon as practicable after, the Valuation
Date used to determine the amount that would have been paid to him but for his
election hereunder. 

     3.5
Matching Contributions.

          For each Plan Year, as soon as administratively feasible
following the earlier of (i) the last day of the Ruddick Savings Plan year that
occurs during the Plan Year (or such other date as determined by the
Administrative Committee) or (ii) a Change in Control, the Retirement Subaccount
of each Participant will be credited with a Matching Contribution, provided it
is greater than zero, in an amount equal to the product of (i) and (ii) below
where,

		     	
           (i)
      Equals the lesser of (A) or (B) where, 

	     	
       

		     	     	
           (A)
      Equals the difference between (1) and (2) where, 

		 
			 	     	
           (1)
      Equals the product of

		 
			 	 	     	
           (a)
      The Participant’s Compensation for the Plan Year, times

           (b)
      The maximum percentage of compensation on which matching contributions are
      based under the Ruddick Savings Plan as of the last day of the applicable
      Plan Year; and 

		 
			 	
           (2)
      Equals the greater of (x) and (y) where (x) equals the lesser of (I) the
      maximum amount of compensation deferrals that could have been made to the
      Participant’s account and matched under the Ruddick Savings Plan for such
      Plan Year taking into account the Code Section 401(a)(17) compensation
      limit applicable to compensation under the Ruddick Savings Plan and (II)
      the maximum amount of compensation deferrals that could have been made to
      the Participant’s account under the Ruddick Savings Plan for such Plan
      Year (whether or not eligible for a matching contribution) determined as
      of the beginning of the Plan Year 



14 





	     	     	     	     	
      (i.e., $6,000 for the 2003 Plan
      Year, $8,000 for the 2004 Plan Year, $9,000 for the 2005 Plan Year, $9,000
      for the 2006 Plan Year, $12,000 for the 2007 Plan Year, and $13,000 for
      the 2008 Plan Year) and (y) equals the actual amount of compensation
      deferrals that were made to the Participant’s account under the Ruddick
      Savings Plan for which the Participant received a matching contribution
      under the Ruddick Savings Plan for the Plan Year; and 

		 
			 	
           (B)
      Equals the Participant’s Deferred Contributions for the Plan Year; and
      

				 
			
           (ii) Equals the matching contribution percentage applicable to
      elective deferrals under the Ruddick Savings Plan as of the last day of
      the Plan Year (i.e., 50% for the 2007 Plan Year); provided that, any
      compensation deferrals made by the Participant to the Ruddick Savings Plan
      that are not eligible for a matching contribution under the Ruddick
      Savings Plan solely due to the Participant’s compensation under the
      Ruddick Savings Plan exceeding the compensation limit of Code Section
      401(a)(17), shall be eligible for a matching contribution under this Plan
      based on the matching contribution percentage in Section 3.5(ii) above;
      provided further that, in no event will the Matching Contribution made to
      a Participant’s Account under this Plan, when added to the matching
      contribution made to such Participant’s account in the Ruddick Savings
      Plan, exceed the product of the Participant’s Compensation for the Plan
      Year, times the maximum percentage of compensation on which matching
      contributions are based under the Ruddick Savings Plan as of the last day
      of the applicable Plan Year. 



     3.6
Make-Up ESOP
Contributions.

          For each Plan Year, as soon as administratively feasible
following the earlier of (i) the date the annual employer contribution is
credited to a Participant’s account under the Ruddick ESOP during the Plan Year
(or such other date as determined by the Administrative Committee) or (ii) the
date of a Change in Control, the Retirement Subaccount of each Participant will
be credited with a Make-Up ESOP Contribution in an amount equal to the
difference between the amount determined pursuant to subsection (i) hereof and
the amount determined pursuant to the terms of subsection (ii) hereof, as
follows:

	     	     	
           (i)
      The total amount of employer contributions that would have been credited
      to the Participant’s account under the Ruddick ESOP for such Plan Year if
      the employer contributions credited to his account were determined based
      on his Adjusted ESOP Compensation rather than the applicable definition of
      compensation under the Ruddick ESOP; minus

           (ii) The total amount of employer contributions that were actually
      made to the Participant’s account under the Ruddick ESOP for such Plan
      Year. 



          Notwithstanding anything to the contrary herein, as a result
of the freezing of the Ruddick ESOP that became effective October 1, 2005, no
Make-Up ESOP Contributions will be credited to a Participant’s Account for the
period from October 1, 2005 through December 31, 2005, or for Plan Years
thereafter.

15 




     3.7
Make-Up ARC
Contributions.

          Effective beginning October 1, 2005, and for each Plan Year
thereafter, as soon as administratively feasible following the earlier of (i)
the date the automatic retirement contributions are credited to a Participant’s
account under the Ruddick Savings Plan during the Plan Year (or such other date
as determined in the sole discretion of the Administrative Committee) or (ii)
the date of a Change in Control, the Retirement Subaccount of each Participant
will be credited with a Make-Up ARC Contribution in an amount equal to the
difference between the amount determined pursuant to subsection (i) hereof and
the amount determined pursuant to the terms of subsection (ii) hereof, as
follows: 

	     	     	
           (i)
      The total amount of automatic retirement contributions that would have
      been credited to the Participant’s account under the Ruddick Savings Plan
      for such Plan Year if the automatic retirement contributions credited to
      his account were determined based on his Adjusted ARC Compensation rather
      than the applicable definition of compensation under the Ruddick Savings
      Plan; minus 

           (ii) The total amount of automatic retirement contributions that
      were actually made to the Participant’s account under the Ruddick Savings
      Plan for such Plan Year. 



          Notwithstanding the above, a Participant shall not be eligible
to receive a Make-Up ARC Contribution for a Plan Year if the Participant is also
a participant in the Ruddick Supplemental Executive Retirement Plan for all or a
portion of that Plan Year. 

     3.8
Make-Up Pension
Contributions. 

          As soon as administratively feasible following the earlier of
(i) the Participant’s termination from employment for any reason with a vested
accrued benefit under the Ruddick Pension Plan (or such other date as determined
by the Administrative Committee) or (ii) a Change in Control, the Retirement
Subaccount of the Participant will be credited with a Make-Up Pension
Contribution in an amount equal to the difference between the amount determined
pursuant to subsection (i) hereof and the total amounts determined pursuant to
the terms of subsections (ii), (iii) and (iv) hereof, as follows: 

	     	     	
           (i)
      The actuarial lump sum value, as defined in subsection (v), of the benefit
      that would be payable to the Participant or Beneficiary under the Ruddick
      Pension Plan as of his earliest benefit commencement date under such plan
      if his benefits were to be determined based on his Adjusted Pension
      Compensation rather than the applicable definition of compensation under
      the Ruddick Pension Plan; minus 

           (ii) The actuarial lump sum value, as defined in subsection (v), of
      the benefit that will actually be payable to the Participant or
      Beneficiary under the Ruddick Pension Plan as of his earliest benefit
      commencement date under such plan; minus




16 





	     	     	
           (iii) The actuarial lump sum value, as defined in subsection (v),
      of the automatic retirement contributions that were paid to the
      Participant under the Ruddick Savings Plan to the extent such automatic
      retirement contributions are included in the Offset Amount (as defined in
      the Ruddick Pension Plan) in determining the Participant’s benefit under
      the Ruddick Pension Plan; minus 

           (iv) The actuarial lump sum value, as defined in subsection (v), of
      an amount equal to the difference between the amount determined pursuant
      to subsection A hereof and the amount determined pursuant to the terms of
      subsection B hereof, as follows: 

	 	 	
			     	
           A. The
      total amount of automatic retirement contributions that would have been
      credited to the Participant’s account under the Ruddick Savings Plan for
      such Plan Year if the automatic retirement contributions credited to his
      account were determined based upon compensation as defined under the
      Ruddick Savings Plan for purposes of automatic retirement contributions
      without excluding any Deferral Contribution that the Participant elects to
      make under the Plan; minus 

           B. The
      total amount of automatic retirement contributions that were actually made
      to the Participant’s account under the Ruddick Savings Plan for such Plan
      Year. 

			 	
			
           The
      reduction under this subsection (iv), however, shall apply only to the
      extent that Make-Up ARC Contributions are relevant to automatic retirement
      contributions that are included in the Offset Amount (as defined in the
      Ruddick Pension Plan) in determining the Participant’s benefit under the
      Ruddick Pension Plan.

           (v)
      For the purposes of subsections (i) and (ii) of this Section 3.8,
      actuarial lump sum value shall be defined as the present value of the
      retirement benefit payable as a single life annuity at the assumed
      commencement date (determined using the Ruddick Pension Plan’s early
      retirement reduction factors, if applicable) calculated using the interest
      rate and mortality table that would be used to determine the amount of an
      involuntary lump sum payment under Section 1.3 of the Ruddick Pension
      Plan. For purposes of subsections (iii) and (iv) of this Section 3.8,
      actuarial lump sum value shall be defined as the present value of the
      retirement benefit payable as a single life annuity at the assumed
      commencement date (determined using the Ruddick Pension Plan’s early
      retirement reduction factors, if applicable) and calculated using the
      applicable mortality table described in Section 1.3 of the Ruddick Pension
      Plan, but the applicable interest rate shall be the Moody’s Baa long term
      corporate bond rate (not to exceed 8.5%) adjusted each October 1 based on
      the average daily rates for the immediately preceding month of August.
      

           Notwithstanding the above, a Participant shall not be eligible to
      receive a Make-Up Pension Contribution for a Plan Year if the Participant
      is also a participant in the Ruddick Supplemental Executive Retirement
      Plan for all or a portion of the Plan Year.



17 




     3.9
Debiting of
Distributions.

          As of each Valuation Date, the Administrative Committee will
debit each Participant’s Account for any amount distributed from such Account
since the immediately preceding Valuation Date. 

     3.10
Crediting of Earnings.

          As of each Valuation Date, the Administrative Committee will
credit to each Participant’s Account the amount of earnings and/or losses
applicable thereto for the period since the immediately preceding Valuation
Date. Such crediting of earnings and/or losses will be effected as of each
Valuation Date, as follows: 

	     	
           (a)
      Rate of Return. The
      Administrative Committee will first determine a rate of return for the
      period since the immediately preceding Valuation Date for each of the
      Investment Funds; 

           (b)
      Amount Invested. The Administrative Committee next will determine the
      amount of (i) each Participant’s Account that was deemed invested in each
      Investment Fund as of the immediately preceding Valuation Date; minus (ii)
      the amount of any distributions debited from the amount determined in
      clause (i) since the immediately preceding Valuation Date; and 

           (c)
      Determination of
      Amount. The Administrative
      Committee will then apply the rate of return for each Investment Fund for
      such Valuation Date (as determined in subsection (a) hereof) to the amount
      of the Participant’s Account deemed invested in such Investment Fund for
      such Valuation Date (as determined in subsection (b) hereof), and the
      total amount of earnings and/or losses resulting therefrom will be
      credited to such Participant’s Account as of the applicable Valuation
      Date. 



     3.11
Value of Account.

          The value of a Participant’s Account as of any date will be
equal to the aggregate value of all contributions and all investment earnings
deemed credited to his Account as of such date, determined in accordance with
this Article III. 

     3.12
Vesting. 

	     	
           (a)
      Deferral
      Contributions. A Participant will
      at all times be fully vested in his Deferral Contributions and the
      earnings credited to his Account with respect to such Deferral
      Contributions. 

           (b)
      Matching
      Contributions. Except as provided
      in subsection (f) hereto, any Matching Contributions credited to a
      Participant’s Account and the earnings credited with respect thereto will
      be vested to the same extent that any matching contributions credited to a
      Participant’s account in the Ruddick Savings Plan are (or would be)
      vested.



18 





	     	
           (c)
      Make-Up ESOP
      Contributions. Except as provided
      in subsection (f) hereto, any Make-Up ESOP Contributions credited to a
      Participant’s Account and the earnings credited with respect thereto will
      be vested to the same extent that any employer contributions credited to a
      Participant’s account in the Ruddick ESOP are vested. 

           (d)
      Make-Up ARC
      Contributions. Except as provided
      in subsection (f) hereto, (i) the amount of any Make-Up ARC Contributions
      computed with respect to the “FDP Deferral Component” (as defined in
      Section 1.3(i) hereof) credited to a Participant’s Account and the
      earnings credited with respect thereto will be vested to the same extent
      that any automatic retirement contributions credited to a Participant’s
      account in the Ruddick Savings Plan are vested, and (ii) the amount of any
      Make-Up ARC Contributions computed with respect to the “Excess Considered
      Pay Component” (as defined in Section 1.3(ii) hereof) credited to a
      Participant’s Account and the earnings credited with respect thereto will
      become vested upon a Participant’s attainment of Retirement Age, or upon
      the death or Disability of the Participant while employed by a
      Participating Company and will be subject to reduction for commencement of
      benefit payments prior to the Participant attaining age 60 as provided in
      the Ruddick Supplemental Executive Retirement Plan. 

           (e)
      Make-Up Pension
      Contributions. Except as provided
      in subsection (f) hereto, any Make-Up Pension Contributions credited to a
      Participant’s Account and the investment earnings (if any) attributable
      thereto will be vested to the same extent that a Participant’s retirement
      benefit under the Ruddick Pension Plan is vested. 

           (f)
      Change in Control. If a Change in Control occurs, all Participants
      involved in such Change in Control (as described in the applicable “Change
      in Control” definition) will be immediately 100% vested in the Matching,
      Make-Up ESOP, Make-Up ARC and Make-Up Pension Contributions credited to
      their Accounts and the investment earnings (if any) attributable thereto
      as of the date of such Change in Control.



     3.13
Notice to Participants of Account
Balances.

          At least once for each Plan Year, the Administrative Committee
will cause a written statement of a Participant’s Account balance to be
distributed to the Participant. 

     3.14
Good Faith Valuation
Binding.

          In determining the value of the Accounts, the Administrative
Committee will exercise its best judgment, and all such determinations of value
(in the absence of bad faith) will be binding upon all Participants and their
Beneficiaries. 

     3.15
Errors and Omissions in
Accounts.

          If an error or omission is discovered in the Account of a
Participant or in the amount of a Participant’s deferrals, the Administrative
Committee, in its sole discretion, will cause appropriate, equitable adjustments
to be made as soon as administratively practicable following the discovery of
such error or omission. 

19 




ARTICLE IV
INVESTMENT FUNDS


     4.1
Selection by Administrative
Committee.

          From time to time, the Administrative Committee will select
two or more Investment Funds for purposes of determining the rate of return on
amounts deemed invested in such Investment Funds in accordance with the terms of
the Plan. The Administrative Committee may change, add or remove Investment
Funds on a prospective basis at anytime(s) and in any manner it deems
appropriate. 

     4.2
Participant Direction of Deemed
Investments.

          Each Participant generally may direct the manner in which his
Account will be deemed invested in and among the Investment Funds by making an
Investment Election in accordance with the following terms: 

	     	
           (a)
      Nature of Participant
      Direction. The selection of
      Investment Funds by a Participant will be for the sole purpose of
      determining the rate of return to be credited to his Account, and will not
      be treated or interpreted in any manner whatsoever as a requirement or
      direction to actually invest assets in any Investment Fund or any other
      investment media. The Plan, as an unfunded, nonqualified deferred
      compensation plan, at no time will have any actual investment of assets
      relative to the benefits or Accounts hereunder. 

           (b)
      Investment of
      Contributions. Each Participant may
      make an Investment Election prescribing the percentage of the future
      contributions that will be deemed invested in each Investment Fund. An
      initial Investment Election of a Participant will be made as of the date
      the Participant commences participation in the Plan and will apply to all
      contributions credited to such Participant’s Account after such date. Such
      Participant may make subsequent Investment Elections as of any Valuation
      Date, and each such election will apply to all such specified
      contributions credited to such Participant’s Account after the
      Administrative Committee (or its designee) has a reasonable opportunity to
      process such election pursuant to such procedures as the Administrative
      Committee may determine from time-to-time. Any Investment Election made
      pursuant to this subsection with respect to future contributions will
      remain effective until changed by the Participant. In the event a
      Participant never makes an Investment Election or makes an incomplete or
      insufficient Investment Election in some manner, the Administrative
      Committee shall direct the investment of the Participant’s Account.
      

           (c)
      Investment of Existing Account
      Balances. Each Participant may make
      an Investment Election prescribing the percentage of his existing Account
      balance that will be deemed invested in each Investment Fund. Such
      Participant may make such Investment Elections as of any Valuation Date,
      and each such election will be effective after the Administrative
      Committee (or its designee) has a reasonable opportunity to process such
      election. Each such election will remain in effect until changed by such
      Participant.



20 





	     	
           (d)
      Administrative Committee
      Discretion. The Administrative
      Committee will have complete discretion to adopt and revise procedures to
      be followed in making Investment Elections. Such procedures may include,
      but are not limited to, the process of making elections, the permitted
      frequency of making elections, the incremental size of elections, the
      deadline for making elections and the effective date of such elections.
      Any procedures adopted by the Administrative Committee that are
      inconsistent with the deadlines or procedures specified in this Section
      will supersede such provisions of this Section without the necessity of a
      Plan amendment.
  



21 




ARTICLE V 
PAYMENT OF ACCOUNT BALANCES 

     5.1
Distributions
Subaccounts. 

	     	
           (a)
      Generally. For purposes of determining the timing and form of
      distribution, a Participant’s Account shall be allocated among Retirement
      and In-Service Subaccounts. A Participant may have only one Retirement
      Subaccount and up to five In-Service Subaccounts.

           (b)
      Matching, Make-Up ESOP, Make-Up ARC
      and Make-Up Pension Contributions.
      All Matching, Make-Up ESOP, Make-Up ARC and Make-Up Pension Contributions
      shall be allocated to the Retirement Subaccount. 

           (c)
      Deferral
      Contributions. Each Participant may
      direct the manner in which his Deferral Contributions will be allocated
      among his Retirement Subaccount and any In-Service Subaccount. In the
      event a Participant fails to make an election regarding such allocation or
      makes an incomplete or insufficient election in some manner, his Deferral
      Contributions shall be allocated to his Retirement Subaccount.
    



     5.2
Retirement Subaccount.

	     	
           (a)
      General Rule Concerning
      Payments. Upon Termination of
      Employment, after attaining Retirement Age, a Participant will be
      entitled to begin receiving a distribution of the total of (i) the vested
      amount credited to his Retirement Subaccount, except for Make-Up ARC
      Contributions, determined as of the Valuation Date on which such
      distribution is based; plus (ii) the vested amount of
      Deferral, Matching, Make-Up ESOP and Make-Up Pension Contributions to be
      credited to his Retirement Subaccount since such Valuation Date;
      plus
      (iii) any accrued but uncredited earnings. Upon Termination of Employment
      for any reason other than death or Disability and before his Retirement
      Age, a Participant will receive a single lump sum distribution of the
      total of (i) the vested amount credited to his Retirement Account,
      except for Make-Up ARC Contributions, determined as of the Valuation Date on
      which such distribution is based; plus (ii) the vested amount of
      Deferral, Matching, Make-Up ESOP and Make-Up Pension Contributions made
      since such Valuation Date; plus (iii) any accrued but
      uncredited earnings. For purposes of this subsection, the “Valuation Date
      on which such distribution is based” refers to the Valuation Date
      established for such purpose by administrative practice, even if actual
      payment is made or commenced at a later date due to delays in valuation,
      administration or any other procedure. 

           (b) Special Rule Concerning Payments of Make-Up ARC
      Contributions. Upon Termination of
      Employment, after attaining Retirement Age, a Participant will be
      entitled to begin receiving a distribution of (i) his vested Make-Up ARC
      Contributions credited to his Retirement Subaccount, determined as of the
      Valuation Date on which such distribution is based; plus (ii) the vested
      Make-Up ARC Contributions to be credited to his Retirement Subaccount
      since such Valuation Date; plus (iii) any accrued but
      uncredited earnings. Upon Termination of Employment for any reason other
      than death or Disability and before his Retirement Age, the
      Participant is not entitled to receive a 



22 





	     	
      distribution of his Make-Up ARC
      Contributions (which are not vested) and such unvested Make-Up ARC
      Contributions will be forfeited. For purposes of this subsection, the
      “Valuation Date on which such distribution is based” refers to the
      Valuation Date established for such purpose by administrative practice,
      even if actual payment is made or commenced at a later date due to delays
      in valuation, administration or any other procedure.

           For
      purposes of this subsection (b), if a Participant begins receiving a
      distribution of his Excess Considered Pay component of his Make-Up ARC
      Contributions after Early Retirement but before Normal Retirement, the
      amount of his Excess Considered Pay component of his Early Retirement
      benefit will be reduced by 0.4167% per month (5% per year) for each month
      by which the Participant’s commencement of distribution precedes the month
      in which the Participant will attain Normal Retirement Age. However, if a
      Participant begins receiving a distribution of his Make-Up ARC
      Contributions after attaining Normal Retirement Age, the amount of his
      Normal Retirement benefit will be unreduced. 

           (c)
      Timing of
      Distribution. The vested amount
      payable to a Participant under this Section 5.2 will commence to be
      distributed as follows:

		 
		     	
           (i)
      If the Termination of Employment occurs on or after January 1 and on or
      before June 30 of a Plan Year, the lump sum or initial installment payment
      will be distributed on January 1 of the next Plan Year or as soon as
      administratively practicable thereafter. 

           (ii) If the Termination of Employment occurs on or after July 1 and
      on or before December 31 of a Plan Year, the lump sum or initial
      installment payment will be distributed on July 1 of the next Plan Year or
      as soon as administratively practicable thereafter.

		 
		
           Subsequent annual installment payments, if any, will be made on
      each succeeding January 1, or as soon as administratively practicable
      thereafter. Notwithstanding the preceding, a Participant may elect to
      delay the payment of benefits hereunder in accordance with the subsequent
      election requirements of Code Section 409A(a)(4)(C) (as described in
      subsection (d)(ii) hereof). 

           (d)
      Form of
      Distribution. The benefit payable
      to a Participant under this Section will be paid in the form of a single
      lump sum payment, unless the Participant elects to receive annual
      installment payments or a partial lump sum and installment payments (which
      will be considered a “single payment” for purposes of the Code Section
      409A requirements regarding subsequent elections), subject to the
      following terms and conditions: 

		 
			
           (i)
      Length of Installment
      Payments. The installment payments of
      all or a portion of the Participant's benefit will be made in
      substantially equal annual installments (adjusted for investment income
      between payments in the manner described in Section 3.10) over a period of
      not less than 2 years and not more than 15 years. The initial value of the
      obligation for the installment payments will be




23 





	     	     	
      equal to the amount of the
      Participant’s Retirement Subaccount balance calculated in accordance with
      the terms of subsection (a) or (b) hereof. 

           (ii) Participant
      Election. A Participant will designate
      and from time to time may redesignate the number of years over which such
      installment payments would be made if he were to terminate employment
      after attaining Retirement Age; provided however, that if the Participant
      makes an election less than 12 months prior to terminating employment,
      such election will not be effective and the previous election (if any)
      will apply; provided further, the Participant cannot redesignate the
      number of years after payments have begun. Moreover, the first payment
      with respect to any such election to change the form of payment or to
      delay payment will be delayed to a date that is at least 5 years from the
      date the first payment would otherwise have commenced. In the event a
      Participant fails to make an election regarding the number of annual
      installment payments he is to receive in the event of his Retirement or
      makes an incomplete or insufficient election in some manner, his benefit
      will be payable in the form of a single lump sum payment. Installment
      payments will be made on January 31 of each applicable Plan
      Year. 

           (iii) Payments Following
      Death. If a Participant dies after
      payment of his benefit from the Plan has begun, but before his entire
      benefit has been distributed, the remaining amount of his Retirement
      Subaccount balance will be distributed to the Participant’s designated
      Beneficiary in the form of a single lump sum payment.
  



     5.3
In-Service Subaccounts. 

	     	
           (a)
      General Rule. A Participant may elect to allocate his Deferral
      Contributions to one or more, but no more than five (5), In-Service
      Subaccounts. In accordance with the terms of subsections (b), (c) and (d)
      hereof, a Participant will be entitled to receive or begin receiving a
      distribution of an In-Service Subaccount equal to the entire amount
      credited to such In-Service Subaccount, determined as of the Valuation
      Date on which such distribution is based; plus (ii) the amount of Deferral
      Contributions made since such Valuation Date; plus (iii) any accrued but
      uncredited earnings. For purposes of this subsection, the “Valuation Date
      on which such distribution is based” refers to the Valuation Date
      established for such purpose by administrative practice, even if actual
      payment is made or commenced at a later date due to delays in valuation,
      administration or any other procedure. 

           (b)
      Timing of
      Distribution

		     	 
			
           (i)
      General Rule. The Participant’s In-Service Subaccount will be or will commence
      to be distributed to him on the applicable In-Service Distribution Date.
      

           (ii) Election by
      Participant. A Participant may elect to have his
      In-Service Subaccount paid or commenced on January 1, or as soon as
      administratively practicable thereafter, of any year specified in such
      election; 



24 





	     	     	
      provided, however, the
      commencement date shall be no earlier than January 1 of the first calendar
      year following the Plan Year of deferral. Such date will be known as the
      In-Service Distribution Date for the applicable In-Service Subaccount.
      Such election must be made at the time the Participant elects to make his
      Deferral Contributions which are to be allocated to the In-Service
      Subaccount. Effective beginning January 1, 2008, if a Participant does not
      make an election hereunder for the first Plan Year in which his In-Service
      Subaccount is credited with Deferral Contributions, he will be deemed to
      have elected as the commencement date the January 1, or as soon as
      administratively practicable thereafter, of the first calendar year
      following the Plan Year of deferral. Distributions otherwise scheduled to
      be made on January 1 under this Section 5.3(ii) shall be made on January 1
      or as soon as administratively practicable thereafter. 

           (iii) Modifications of In-Service
      Distribution Date. At least one year
      prior to any In-Service Distribution Date (as determined in accordance
      with subsection (b)(i) or (b)(ii) hereof), a Participant may make an
      election (subject to Section 5.3(a)) to delay the payment (or
      commencement) of his In-Service Subaccount payable on such date to a later
      date; provided, however, that the first payment with respect to any such
      election to delay payment will be delayed to a date that is at least 5
      years from the date the first payment would otherwise have commenced. A
      Participant may make an election pursuant to this subsection more than
      once. 

			 
		
           (c)
      Form of
      Distribution. A Participant’s In-Service Account will be paid in the
      form of a single lump sum distribution; provided, however, a Participant
      may elect at the time he makes an election under Section 5.3(b)(ii) with
      respect to the In-Service Distribution Date, to have such In-Service
      Subaccount balance paid in the form of annual installment payments. The
      following terms and conditions will apply to installment payments made
      under the Plan (which will be considered a “single payment” for purposes
      of the Code Section 409A requirements regarding subsequent
      elections):

			 
			
           (i)
      Length of Installment
      Payments. The installment payments of
      all or a portion of the Participant's benefit will be made in
      substantially equal annual installments (adjusted for investment income
      between payments in the manner described in Section 3.10) over any period
      of not less than 2 years and not more than 15 years. The initial value of
      the obligation for the installment payments will be equal to the amount of
      the Participant’s In-Service Subaccount balance calculated in accordance
      with the terms of Section 5.3(a). 

           (ii) Participant
      Election. A Participant will designate
      and from time to time may redesignate the number of years over which such
      installment payments will be made; provided however, that if the
      Participant makes an election less than 12 months prior to the In-Service
      Distribution Date, such election will not be effective and the previous
      election (if any) will apply; provided further, the Participant cannot
      redesignate the number of years after payments have begun. Moreover, a
      Participant may change the form of payment of his In-Service Subaccount
      before payments have begun; provided, however, that the first
    



25 





	     	     	
      payment with respect to any such
      election to change the form of payment will be delayed to a date that is
      at least 5 years from the date the first payment would otherwise have
      commenced. Installment payments will be made on January 1 of each
      applicable Plan Year or as soon as administratively practicable
      thereafter. In the event a Participant fails to make an election regarding
      the number of annual installment payments he is to receive or makes an
      incomplete or insufficient election in some manner, his benefit will be
      payable in the form of a single lump sum payment.

           (iii) Payments Following
      Death. If a Participant dies after
      payment of his benefit from the In-Service Subaccount has begun, but
      before his entire In-Service Subaccount has been distributed, the
      remaining amount of his In-Service Subaccount balance will be distributed
      to the Participant’s designated Beneficiary in the form of a single lump
      sum payment. 

			 
		
           (d)
      Termination of
      Employment. Notwithstanding
      anything herein to the contrary, upon a Participant’s Termination of
      Employment prior to his Retirement Age, any In-Service Subaccount will be
      payable in the form of a single lump sum payment as follows:
  

			 
			
           (i)
      If the Termination of Employment occurs on or after January 1 and on or
      before June 30 of a Plan Year, the lump sum payment will be distributed on
      January 1 of the next Plan Year or as soon as administratively practicable
      thereafter.

           (ii) If the Termination of Employment occurs on or after July 1 and
      on or before December 31 of a Plan Year, the lump sum payment will be
      distributed on July 31 of the next Plan Year.

		 	
		
           Upon a Participant’s Termination of Employment on or after his
      Retirement Age, (A) any In-Service Subaccount from which payments
      commenced prior to the Participant’s Termination of Employment shall
      continue to be paid in accordance with the elections applicable to such
      subaccount, and (B) an In-Service Subaccount from which payments have not
      yet begun shall be transferred to the Participant’s Retirement Subaccount
      and paid in accordance with the terms
thereof.



     5.4
Disability Benefits.

	     	
           (a)
      General Rule Concerning
      Payments. If a Participant becomes
      Disabled, he will be entitled to begin receiving a distribution of the
      total of (i) the entire vested amount credited to his Account, determined
      as of the Valuation Date on which such distribution is based;
      plus
      (ii) the vested amount of Deferral, Matching, Make-Up ESOP, Make-Up ARC
      and Make-Up Pension Contributions made since such Valuation Date;
      plus
      (iii) any accrued but uncredited earnings. For purposes of this
      subsection, the “Valuation Date on which such distribution is based”
      refers to the Valuation Date established for such purpose by
      administrative practice, even if actual payment is made or commenced at a
      later date due to delays in valuation, administration or any other
      procedure.



26 





	     	
           (b) Timing of Distribution. The
      vested benefit payable to a Participant under this Section will commence
      to be distributed 60 days after the date the Participant becomes Disabled.
      

           (c)
      Form of
      Distribution. The benefit payable
      to a Participant under this Section will be paid in the form of a single
      lump sum payment, unless the Participant elects to receive annual
      installment payments (which will be considered a “single payment” for
      purposes of the Code Section 409A requirements regarding subsequent
      elections), subject to the following terms and conditions:
  

		     	 
			
           (i)
      Length of Installment
      Payments. The installment payments will
      be made in substantially equal annual installments (adjusted for
      investment income between payments in the manner described in Section
      3.10) over a period of not less than 2 years and not more than 15 years.
      The initial value of the obligation for the installment payments will be
      equal to the amount of the Participant’s Account balance calculated in
      accordance with the terms of Section 5.4(a). 

           (ii) Participant
      Election. A Participant will designate
      and from time to time may redesignate the number of years over which such
      installment payments would be made if he were to become Disabled;
      provided, however, that if the Participant makes an election less than 12
      months prior to becoming Disabled, such election will not be effective and
      the previous election (if any) will apply; provided further, the
      Participant cannot redesignate the number of years after payments have
      begun. Installment payments will be made on January 1 of each applicable
      year or as soon as administratively practicable thereafter. Effective
      beginning January 1, 2008, in the event a Participant fails to make an
      election regarding the number of annual installment payments he is to
      receive in the event of his Disability or makes an incomplete or
      insufficient election in some manner, his benefit will be payable in the
      form of a single lump sum payment.

           (iii) Payments Following
      Death. If a Participant dies after
      payment of his benefit from the Plan has begun, but before his entire
      benefit has been distributed, the remaining amount of his Account balance
      will be distributed to the Participant’s designated Beneficiary in the
      form of a single lump sum payment. 



     5.5
Death Benefits. 

          If a Participant dies before payment of his benefit from the
Plan is made or commenced, the Beneficiary or Beneficiaries designated by such
Participant in his latest beneficiary designation form filed with the
Administrative Committee will be entitled to receive a distribution of the total
of (i) the entire vested amount credited to such Participant’s Account,
determined as of the Valuation Date on which such distribution is based;
plus (ii)
the vested amount of Deferral, Matching, Make-Up ESOP, Make-Up ARC and Make-Up
Pension Contributions made since such Valuation Date; plus (iii) any accrued but uncredited
earnings. For purposes of this Section, the “Valuation Date on which such
distribution is based” refers to the Valuation Date established for such purpose
by administrative practice, even if actual 

27 




payment is made or commenced at a later
date due to delays in valuation, administration or any other procedure. The
benefit will be distributed to such Beneficiary or Beneficiaries 60 days
following the date of the Participant’s death, in the form of a single lump sum
payment in cash as prescribed in Section 5.8. 

     5.6
Change in Control.

          Subject to Section 9.2, any Participant who is involved with a
Change in Control (as described in Section 1.13) will receive or continue to
receive a distribution of his then fully vested Account (or the remainder
thereof) payable under the applicable provisions of Sections 5.2, 5.3, 5.4 or
5.5. 

     5.7
Mandatory Cash-Out.

          Notwithstanding
anything in Sections 5.2, 5.4, 5.5, or 5.6 to the contrary, any Participant
whose Account as of the date his benefit is scheduled to be paid or commence to
be paid is less than $25,000, such benefit will be paid in a single lump sum
payment. 

     5.8 Form of Assets.

          All
distributions will be made in the form of cash in U.S. dollars. 

     5.9
Withdrawals for Unforeseeable
Emergency. 

          Upon receipt of (i) an application for an emergency withdrawal
from a Participant who has not yet received distribution of his entire Account
and (ii) the Administrative Committee’s decision, made in its sole discretion,
that a Participant has suffered an Unforeseeable Emergency, the Administrative
Committee will cause the Controlling Company to pay a distribution to such
Participant. Such distribution will be paid in a single-sum payment, in cash as
prescribed in Section 5.8, as soon as administratively feasible after the
Administrative Committee determines that the Participant has incurred an
Unforeseeable Emergency. The amount of such single-sum payment will be limited
to the vested amount of the Participant’s Account that is reasonably necessary
to meet the Participant’s requirements resulting from the Unforeseeable
Emergency. The amount of such distribution will reduce the Participant’s Account
balance as provided in Section 3.9. In addition, the Participant receiving such
distribution will immediately cease to make Deferral Contributions and will not
be eligible to resume Deferral Contributions until the first day of the Plan
Year beginning after the date of the distribution. 

     5.10
Beneficiary
Designation. 

	     	
           (a)
      General. Participants will designate and from time to time may
      redesignate their Beneficiaries in such form and manner as the
      Administrative Committee may determine.



28 





	     	
           (b)
      No Designation or Designee Dead or
      Missing. In the event that:
      

		 
		     	
           (1)
      a Participant dies without designating a primary or contingent
      Beneficiary; 

           (2)
      none of the primary or contingent Beneficiaries designated by a
      Participant survive the Participant by 60 days; or 

           (3)
      the Beneficiary designated by a Participant cannot be located by the
      Administrative Committee within 1 year from the date benefits are to be
      paid to such person; 

			 
		
      then, in any of such events, the
      Beneficiary of such Participant with respect to any benefits that remain
      payable under the Plan will be the Participant’s Surviving Spouse, if any,
      and if not, the estate of the Participant. 

           (c)
      Multiple Primary
      Beneficiaries. If a Participant
      names more than one primary Beneficiary and a primary Beneficiary does not
      survive the Participant by 60 days, the portion of the Participant’s
      Account that would have been distributed to such primary Beneficiary will
      be distributed as elected by the Participant; provided, if the Participant
      fails to make such an election, the portion of his Account that would have
      been distributed to such primary Beneficiary will be distributed to the
      Participant’s Surviving Spouse, if any, and if not, the estate of the
      Participant. 

           (d)
      Forfeiture of Benefits In the Case of
      Murder or Manslaughter.
      Notwithstanding anything to the contrary in the Plan, no distribution of
      benefits will be made under any provision of the Plan to any individual
      who is convicted of, or pleads guilty to, murder, felony murder or
      voluntary manslaughter of a Participant with respect to whom such
      distribution would otherwise be payable. For purposes of the Plan, any
      such individual will be deemed to have predeceased the Participant (and
      thus will not be considered a Beneficiary). The Administrative Committee
      may withhold distribution of benefits otherwise payable under the Plan for
      such period of time as is necessary or appropriate under the circumstances
      to make a determination with regard to the application of this subsection
      (d). 



     5.11
Offset for Obligations to the
Company.


          Notwithstanding
anything herein to the contrary, if a Participant or Beneficiary has any
outstanding obligation to any Affiliate (whether or not such obligation is
related to the Plan), the Administrative Committee may cause the Account balance
of such Participant or Beneficiary to be reduced and offset by, and to be
applied to satisfy, the amount of such obligation, provided the obligation was
incurred in the ordinary course of the service relationship between the
Participant and the Affiliate, the entire amount of reduction in any of the
Participant’s taxable years does not exceed $5,000, and the reduction is made at
the same time and in the same amount as the obligation would otherwise have been
due and collected from the Participant. 

29 




     5.12
Taxes. 

          If the whole or any part of any Participant’s or Beneficiary’s
benefit hereunder will become subject to any income, employment or other state,
local or foreign tax which the Participating Company will be required to pay or
withhold, the Participating Company will have the full power and authority, to
the extent provided under Code Section 409A and applicable regulations, to
withhold and pay such tax out of any monies or other property in its hand for
the account of the Participant or Beneficiary whose interests hereunder are so
affected (including, without limitation, by reducing and offsetting the
Participant’s or Beneficiary’s Account balance). Prior to making any payment,
the Participating Company may require such releases or other documents from any
lawful taxing authority as it deems necessary. 

     5.13
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 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. 

     5.14
Delay of
Payment. 

          The Administrative Committee may delay payment of a benefit
hereunder 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 Administrative Committee
reasonably anticipates will be subject to the application of Code Section
162(m), or will violate Federal securities laws or other applicable law.


     5.15
Participant’s Right to Cancel Deferrals or
Terminate Participation in Plan
by December 31, 2005.

          At any time on or before December 31, 2005, a Participant has
the right to cancel participation in the Plan, or to cancel an outstanding
deferral election with regard to amounts subject to Code Section 409A, provided
that the amounts subject to the termination or cancellation are includible in
the income of the Participant in the calendar year 2005 or, if later, in the
taxable year in which the amounts are earned and vested. 

     5.16
Participant’s Right to Change Payment
Elections by November 30, 2008.


          Subject to any administrative limitation determined in the
sole and absolute discretion of the Administrative Committee that establishes an
earlier deadline, at any time on or before November 30, 2008, a Participant has
the right to make new payment elections with respect to both the timing and form
of benefits payable under the Plan, and any such election will not be treated as
a change in the form and 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 

30 




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. 

31 




ARTICLE VI
CLAIMS 

     6.1
Presentation of
Claims. 

          Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a “Claimant”) may deliver
to the Administrative 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. 

     6.2
Claims
Procedure.


          The Administrative 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 Administrative 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
Administrative Committee determines that there are special circumstances
requiring additional time to make a decision, the Administrative 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. 

     6.3
Review
Procedure.

          If the Claimant is determined by the Administrative 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 Administrative Committee by
filing a petition for review with the Administrative Committee within 60 days
after receipt of the notice issued by the Administrative 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 Administrative Committee of the petition, the Administrative
Committee shall afford the Claimant (and counsel, if any) an opportunity to
present his or her position to the Administrative 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 Administrative 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 

32 




be deferred for up to another 60 days
at the election of the Administrative Committee, but notice of this deferral
shall be given to the Claimant. 

     6.4
Special Procedures Applicable to
Disability Benefits.

          If a claim for benefits under the Plan is contingent on a
determination by the Administrative Committee (or its designee) that the
Participant suffers from a Disability, the Claimant shall receive a written
response to the initial claim from the Administrative Committee within 45 days,
rather than 90 days. If special circumstances require an extension, the
Administrative Committee shall notify the Claimant within the 45-day processing
period that additional time is needed. If the Administrative 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
Administrative 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 Administrative 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 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 Disability claim within 45
days, rather than 60 days, of the request for review.

     6.5
Legal Action.

          A Claimant’s compliance with the foregoing provisions of this
Article VI is a mandatory prerequisite to a Claimant’s right to commence any
legal action with respect to any claim for benefits under this Plan. 

     6.6
Satisfaction of Claims.

          Any payment to a Participant or Beneficiary will to the extent
thereof be in full satisfaction of all claims hereunder against the
Administrative Committee and the Participating Companies, any of whom may
require such Participant or Beneficiary, as a condition to such payment, to
execute a receipt and release therefore in such form as will be determined by
the Administrative Committee or the Participating Companies. If receipt and
release is required but the Participant or Beneficiary (as applicable) does not
provide such receipt and release in a timely enough manner to permit a timely
distribution in accordance with the general timing of distribution provisions in
the Plan, the payment of any affected distribution may be delayed until the
Administrative Committee or the Participating Companies receive a proper receipt
and release. 

33 




ARTICLE VII
SOURCE OF FUNDS; TRUST

     7.1
Source of Funds.

          Except as provided in this Section 7.1 and Section 7.2
(relating to the Trust), each Participating Company will provide the benefits
described in the Plan from its general assets. However, to the extent that funds
in such Trust allocable to the benefits payable under the Plan are sufficient,
the Trust assets may be used to pay benefits under the Plan. If such Trust
assets are not sufficient to pay all benefits due under the Plan, then the
appropriate Participating Company will have the obligation, and the Participant
or Beneficiary, who is due such benefits, will look to such Participating
Company to provide such benefits. The Controlling Company intends to enter into
a guaranty agreement to guarantee Plan Obligations owed by the respective
Participating Companies to Plan Participants incurred during such time that the
Controlling Company owned, directly or indirectly, in the aggregate a majority
or the ownership interest in such Participating Company. 

     7.2
Trust.

	     	
           (a)
      Establishment. To the extent determined by the Controlling Company,
      the Participating Companies will transfer the funds necessary to fund
      benefits accrued hereunder to the Trustee to be held and administered by
      the Trustee pursuant to the terms of the Trust Agreement. Except as
      otherwise provided in the Trust Agreement, each transfer into the Trust
      Fund will be irrevocable as long as a Participating Company has any
      liability or obligations under the Plan to pay benefits, such that the
      Trust property is in no way subject to use by the Participating Company;
      provided, it is the intent of the Controlling Company that the assets held
      by the Trust are and will remain at all times subject to the claims of the
      general creditors of the Participating Companies.

           (b)
      Distributions. Pursuant to the Trust Agreement, the Trustee will make
      payments to Plan Participants and Beneficiaries in accordance with a
      payment schedule provided by the Participating Company. The Participating
      Company will make provisions for the reporting and withholding of any
      federal, state or local taxes that may be required to be withheld with
      respect to the payment of benefits pursuant to the terms of the Plan and
      will pay amounts withheld to the appropriate taxing authorities or
      determine that such amounts have been reported, withheld and paid by the
      Participating Company. 

           (c)
      Status of the
      Trust. No Participant or
      Beneficiary will have any interest in the assets held by the Trust or in
      the general assets of the Participating Companies other than as a general,
      unsecured creditor. Accordingly, a Participating Company will not grant a
      security interest in the assets held by the Trust in favor of the
      Participants, Beneficiaries or any creditor.




34 





	     	
           (d)
      Change in Control. Notwithstanding anything in this Article VII to the
      contrary, in the event of a Change in Control, each of the Participating
      Companies with obligations to Participants (or their Beneficiaries) who
      are deemed involved with such Change in Control will immediately transfer
      to the Trustee an amount equal to the aggregate of all benefit amounts
      (determined as of the latest Valuation Date coinciding with or preceding
      the date the Change in Control occurs) of all such Participants and
      Beneficiaries for which such Participating Company is liable for payment
      in accordance with the terms of Section 3.1(c). The funds so transferred
      will be held and administered by the Trustee pursuant to the terms of the
      Trust Agreement and the foregoing provisions of this Section
      7.2. 



35 




ARTICLE VIII

ADMINISTRATIVE
COMMITTEE 

     8.1 Appointment of Administrative Committee. 

	     	
           (a)
      Administrative
      Committee. As of the Effective
      Date, the Board will appoint individuals to serve as members of the
      Administrative Committee. The Controlling Company will have the right to
      remove any member of such committee at any time. A member may resign at
      any time by written resignation delivered to the remaining members of the
      Administrative Committee (if any), and if none, to the Board. If a vacancy
      in the Administrative Committee should occur, a successor may be appointed
      by the Controlling Company, and the Controlling Company may appoint
      additional members. (See subsection (b) hereof regarding the specified
      persons who may act for the Controlling Company in naming committee
      members hereunder). 

           (b)
      Appointments by Controlling
      Company. The appointment and
      removal authority and responsibilities assigned to the Controlling Company
      in this Section 8.1 and Section 8.4(a) may be exercised at any time by
      either the Board or the individual(s) who are serving as member(s) of the
      Administrative Committee at such time; provided, if there is any dispute
      over any appointment or removal of a committee member, the Board will act
      to resolve such dispute. In making such appointments and removals, the
      Administrative Committee members will be acting on behalf of the
      Controlling Company and not in their capacity as plan
      fiduciaries.



     8.2 Administration
Generally. 

          The Plan will be administered by the Administrative Committee.
The Administrative Committee may establish such policies and procedures as it
deems helpful with respect to the operation and administration of the Plan. All
administrative and investment decisions ultimately will be made by and will
require the approval of the Administrative Committee, except as delegated by the
Administrative Committee or the Plan pursuant to this Article VIII. 

     8.3 Organization of Administrative Committee. 

          The Administrative Committee may elect a Chairman and a
Secretary from among its members. In addition to those powers set forth
elsewhere in the Plan, the Administrative Committee, by formal action or through
its practices, may appoint such agents, who need not be members of such
Administrative Committee, as it may deem necessary for the effective performance
of its duties and may delegate to such agents such powers and duties, whether
ministerial or discretionary, as the Administrative Committee may deem expedient
or appropriate. The Administrative Committee will act by majority vote.


36 




     8.4 Powers and Responsibility of Administrative
Committee. 

          The Administrative Committee will have complete control of the
administration of the Plan hereunder, with all powers necessary to accomplish
that purpose, including (but not limited to) the following:

	     	
           (a)
      to appoint and remove members of the Administrative Committee; 

           (b) to
      appoint a Trustee hereunder; 

           (c)
      to construe the Plan and to determine all questions that will arise
      thereunder; 

           (d)
      to have all powers elsewhere herein conferred upon it; 

           (e)
      to decide all questions relating to the eligibility of employees to
      participate in the Plan; 

           (f)
      to determine the benefits of the Plan to which any Participant or
      Beneficiary may be entitled; 

           (g)
      to maintain and retain records relating to Participants and Beneficiaries;
      

           (h)
      to prepare and furnish to Participants all information required under
      federal law or provisions of the Plan to be furnished to them; 

           (i)
      to provide directions to the Trustee with respect to methods of benefit
      payment, and all other matters where called for in the Plan or requested
      by the Trustee; 

           (j)
      to engage assistants and professional advisors; 

           (k)
      to provide procedures for determination of claims for benefits;

           (l)
      to amend the Plan at any time and from time to time as provided for in
      Section 9.1; and

           (m) to
      delegate any recordkeeping or other administerial duties hereunder to any
      other person or third party. 



     8.5
Records
of Committee. 

	     	
           (a)
      Notices and
      Directions. Any notice, direction,
      order, request, certification or instruction of the Administrative
      Committee to the Trustee will be in writing signed by a member of the
      Administrative Committee (or such other media or format to which the
      Administrative Committee and Trustee may agree). The Trustee and every
      other person will be entitled to rely conclusively upon any and all such
      proper notices, directions, orders, requests, certifications and
      instructions received from the 



37 





	     	
      Administrative Committee and
      reasonably believed to be properly executed, and will act and be fully
      protected in acting in accordance with any such directions that are
      proper. 

           (b)
      Records of Administrative
      Committee. All acts and
      determinations of the Administrative Committee will be duly recorded by
      its Secretary or under his supervision, and all such records, together
      with such other documents as may be necessary for the administration of
      the Plan, will be preserved in the custody of such Secretary.
    



     8.6 Construction of the Plan.


          The Administrative Committee will take such steps as are
considered necessary and appropriate to remedy any inequity that results from
incorrect information received or communicated in good faith or as the
consequence of an administrative error. The Administrative Committee, in its
sole and full discretion, will interpret the Plan and will determine the
questions arising in the administration, interpretation and application of the
Plan. The Administrative Committee will endeavor to act, whether by general
rules or by particular decisions, to treat all similarly-situated Participants
uniformly, unless it otherwise deems necessary. The Administrative Committee
will correct any defect, reconcile any inconsistency or supply any omission with
respect to the Plan. 

     8.7 Direction of Trustee. 

          The Administrative Committee will have the power to provide
the Trustee with general investment policy guidelines and directions to assist
the Trustee respecting investments made in compliance with, and pursuant to, the
terms of the Plan. 

     8.8
Indemnification. 

          The Administrative Committee and each member of the
Administrative Committee will be indemnified by the Participating Companies
against judgment amounts, settlement amounts (other than amounts paid in
settlement to which the Participating Companies do not consent) and expenses,
reasonably incurred by the Administrative Committee or him in connection with
any action to which the committee or he may be a party (by reason of his service
as a member of the Administrative Committee) except in relation to matters as to
which the committee or he will be adjudged in such action to be personally
guilty of gross negligence or willful misconduct in the performance of its or
his duties. The foregoing right to indemnification will be in addition to such
other rights as the Administrative Committee or each Administrative Committee
member may enjoy as a matter of law or by reason of insurance coverage of any
kind. Rights granted hereunder will be in addition to and not in lieu of any
rights to indemnification to which the Administrative Committee or each
Administrative Committee member may be entitled pursuant to the by-laws or other
organizational rules of the Controlling Company. Service on the Administrative
Committee will be deemed in partial fulfillment of an Administrative Committee
member's function as an employee or officer of the Controlling Company or any
Participating Company, if he serves in such other capacity as well. 

38 




ARTICLE IX 
AMENDMENT AND TERMINATION 

     9.1
Amendments.

          The Administrative Committee will have the right, in its sole
discretion, to amend the Plan in whole or in part at any time and from time to
time; provided, any amendment that may result in significantly increased
expenses under the Plan must be approved by the Board. Any amendment will be in
writing and executed by a duly authorized member of the Administrative
Committee. An amendment to the Plan may modify its terms in any respect
whatsoever, and may include, without limitation, a permanent or temporary
freezing of the Plan such that the Plan will remain in effect with respect to
existing Account balances without permitting any new contributions; provided, no
such action may reduce the amount already credited to a Participant’s Account
without the affected Participant’s written consent. All Participants and
Beneficiaries will be bound by such amendment. 

     9.2
Termination of
Plan. 

          The Controlling Company expects to continue the Plan but
reserves the right to discontinue and terminate the Plan at any time, for any
reason. Any action to terminate the Plan will be taken by the Board in the form
of a written Plan amendment executed by a duly authorized officer of the
Controlling Company. Such termination will be binding on all Participants and
Beneficiaries. 

          If the Plan is terminated, each Participant will become 100%
vested in his Account, which will be distributed in a single lump sum after the
date the Plan is terminated if
and to the extent such distribution is permitted under Code Section 409A and
the regulations thereunder. Accordingly, payment of a Participant’s benefits may
be made hereunder in accordance with one of the following:

	     	
           (a)
      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

           (b)
      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

           (c)
      the termination of the Plan, provided 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 



39 





	     	
      following the Plan termination,
      as provided in Treasury Regulation Section
      1.409A-3(j)(4)(ix)(C).

           (d)
      such other events and conditions as the IRS may prescribe in generally
      applicable published guidance under Code Section 409A.
  



          The termination of the Plan shall not adversely affect any
Participant or Beneficiary who has become entitled to the payment of any
benefits under the Plan as of the date of termination. The amount of any such
distribution will be determined as of the date of Plan termination.

     9.3 Authorization and
Delegation to the Administrative Committee and Controlling
Company.

          Each Affiliate which is or hereafter becomes a Participating
Company irrevocably authorizes and empowers the Administrative Committee and the
Board to: 

	     	
           (a)
      amend or terminate the Plan without further action by the Participating
      Company as provided in Sections 9.1 and 9.2; and 

           (b)
      perform such other acts and do such other things as the Administrative
      Committee and the Board are expressly directly authorized or permitted to
      perform or do in the Plan. 



40 




ARTICLE X
MISCELLANEOUS


     10.1
Taxation.

          It is the intention of the Controlling Company that the
benefits payable hereunder will not be deductible by the Participating Companies
nor taxable for federal income tax purposes to Participants or Beneficiaries
until such benefits are paid by the Participating Company, or the Trust, as the
case may be, to such Participants or Beneficiaries. Each Participant will be
taxed for purposes of the Federal Insurance Contributions Act (“FICA”) as of the
later of (i) the date that contributions are credited to the Participant’s
Accounts; and (ii) the date that such amounts become vested. When benefits are
paid hereunder, it is the intention of the Controlling Company that they will be
deductible by the Participating Companies under Code Section 162. 

     10.2
No Employment
Contract.

          Nothing herein contained is intended to be nor will be
construed as constituting a contract or other arrangement between a
Participating Company and any Participant to the effect that the Participant
will be employed by the Participating Company for any specific period of time.


     10.3
Headings.

          The headings of the various articles and sections in the Plan
are solely for convenience and will not be relied upon in construing any
provisions hereof. Any reference to a section will refer to a section of the
Plan unless specified otherwise. 

     10.4
Gender and
Number. 

          Use of any gender in the Plan will be deemed to include all
genders when appropriate, and use of the singular number will be deemed to
include the plural when appropriate, and vice versa in each instance.


     10.5
Assignment of
Benefits.


          The right of a Participant or his Beneficiary to receive
payments under the Plan may not be anticipated, alienated, sold, assigned,
transferred, pledged, encumbered, attached or garnished by creditors of such
Participant or Beneficiary, except by will or by the laws of descent and
distribution and then only to the extent permitted under the terms of the Plan.


     10.6
Legally
Incompetent.

          The Administrative Committee, in its sole discretion, may
direct that payment to be made to an incompetent or disabled person, whether
because of minority or mental or physical disability, be made instead to the
guardian of such person or to the person having custody of such

41 




person, without further liability on
the part of the Participating Company for the amount of such payment to the
person on whose account such payment is made. 

     10.7
Governing Law.

          The Plan will be construed, administered and governed in all
respects in accordance with applicable federal law (including ERISA) and, to the
extent not preempted by federal law, in accordance with the laws of the State of
North Carolina. If any provisions of this instrument will be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof will continue to be fully effective. 

     10.8
Exclusive
Benefit.


          The benefits payable hereunder will be the exclusive benefit
payable to any Participant under the Plan. 

42 




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

		RUDDICK CORPORATION  
		 
		By: 
    	 	 
		 
		Title:  	 	 



43 




EXHIBIT A 

PARTICIPATING
COMPANIES
(See Section 1.37)


	Company Names 	 	Effective Date
    
	 
	American and Efird, Inc. 	August 16, 2002
      
	Harris
      Teeter, Inc. 	August 16,
      2002 



A-1