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Exhibit 10.34




Summary of Non-Employee Director Compensation




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




Non-employee
directors of the Company may defer the payment of the annual fee and/or Board and committee meeting fees
pursuant to the Company’s Director Deferral Plan and/or the Company’s Flexible Deferral Plan.
 Fees deferred pursuant to the Director Deferral Plan are converted into units representing shares
of Common Stock of the Company (the “Common Stock”) with a fair market value equal to the value
of the fees deferred, and the number of units is then credited to the director’s account at the
time such fees would otherwise be paid to the director, along with additional units representing the
amount of any dividends or stock distributions.  Upon termination of service as a director or in
the event of death, the balance of the director’s account will be distributed to the director or
a designated beneficiary in the form of Common Stock.




Fees
deferred pursuant to the Flexible Deferral Plan are credited to the director’s account at the time
such fees would otherwise be paid to the director.  The director’s account is credited with
a rate of return (positive or negative) based on the performance of the investment options selected by
the director.  The deferring director may choose deemed investments in the Flexible Deferral Plan
that represent choices that span a variety of asset classes.  Upon a director’s annual enrollment
in the Flexible Deferral Plan, he or she must designate the timing of the distributions of deferrals,
either at a specific date prior to separation from service or at separation from service, and may designate
the form of distribution, either in a lump sum or in installments.  Changing the distribution date
or form of payment is permissible in accordance with rules specified in the Flexible Deferral Plan and
the Internal Revenue Code.




Pursuant
to the provisions of the Company’s equity incentive plans, the Company automatically grants a ten-year
option to purchase 10,000 shares of Common Stock to each new non-employee director upon his or her initial
election as director.  These options are immediately vested, and the exercise price of these options
is equal to the average of the high and low sale price of a share of the Common Stock on the date of
the director’s election.  




The
Company grants additional compensation to its non-employee directors from time to time, at the Board’s
discretion.  This additional compensation generally takes the form of discretionary contributions
by the Company to the Director Deferral Plan for the benefit of each non-employee director, however,
other award types may be granted in the future at the discretion of the Board and/or the independent
members of the Board.  Each non-employee director


 







         

         			

         			




      
         





receives
a discretionary Company contribution of $14,000 paid into the Direct Deferral Plan and converted into
units as discussed above.




The
Company also provides $100,000 of term life insurance coverage and certain perquisites for each non-employee
director.