Exhibit 10.2 

RUDDICK CORPORATION FLEXIBLE DEFERRAL
PLAN

 

______________________________


Text of Plan


Amendment and Restatement Effective July
1, 2009

______________________________

 

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




Exhibit 10.2

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”), adopted 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. 

     The Plan
is hereby amended and restated effective July 1, 2009 to provide nonemployee
members of the Board of Directors of the Controlling Company that participate in
the Plan (“Nonemployee Directors”) with the opportunity to defer payment of any
portion of each of (i) the annual retainer fee and such annual retainer fee as
may be payable to a committee chairperson and/or (ii) the regularly-scheduled or
duly-called Board of Directors meetings fees and any regularly-scheduled or
duly-called committee meeting fees (“Director Fees”) payable during each Plan
Year with respect to fees earned during Plan Years beginning on or after January
1, 2010.

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.




Exhibit 10.2 

     The
Controlling Company desires to provide its designated Nonemployee Directors with
an opportunity to defer payment of any portion of the Director Fees payable
during each Plan Year with respect to fees earned during Plan Years beginning on
or after January 1, 2010.

     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’ and Nonemployee Directors’
rights to such amounts. 

     C.
Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation
plan that benefits certain designated employees and Nonemployee Directors 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	2
		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	3
		1.14		CODE	4
		1.15		COMPENSATION	4
		1.16		CONTROLLING
      COMPANY	4
		1.17		DEFERRAL
      CONTRIBUTIONS	4
		1.18		DIRECTOR FEES	4
		1.19		DIRECTOR
      FEES ELECTION	4
		1.20		DISABILITY OR
      DISABLED	4
		1.21		EARLY
      RETIREMENT	5
		1.22		EFFECTIVE DATE	5
		1.23		ELIGIBLE
      EMPLOYEE	5
		1.24		ERISA	5
		1.25		FISCAL
      YEAR	5
		1.26		IN-SERVICE
      SUBACCOUNT	5
		1.27		IN-SERVICE DISTRIBUTION
      DATE	5
		1.28		INCENTIVE COMPENSATION
      PAYMENTS	5
		1.29		INCENTIVE
      COMPENSATION PAYMENT ELECTION	5
		1.30		INVESTMENT
      ELECTION	6
		1.31		INVESTMENT
      FUNDS	6
		1.32		MAKE-UP ARC CONTRIBUTION	6
		1.33		MAKE-UP ESOP CONTRIBUTION	6
		1.34		MAKE-UP PENSION CONTRIBUTION	6
		1.35		MATCHING
      CONTRIBUTIONS	6
		1.36		NONEMPLOYEE
      DIRECTOR	6
		1.37		NONEMPLOYEE
      DIRECTOR SEPARATION FROM SERVICE
      SUBACCOUNT	6
		1.38		NORMAL RETIREMENT	6
		1.39		NORMAL
      RETIREMENT AGE	6
		1.40		PARTICIPANT	6
		1.41		PARTICIPATING
      COMPANY	6
		1.42		PLAN	7
		1.43		PLAN
      YEAR	7







		1.44	    
    	RETIREMENT
      AGE	7
		1.45		RETIREMENT
      SUBACCOUNT	7
		1.46		RUDDICK ESOP	7
		1.47		RUDDICK PENSION
      PLAN	7
		1.48		RUDDICK SAVINGS
      PLAN	7
		1.49		SEPARATION
      FROM SERVICE	7
		1.50		SURVIVING SPOUSE	8
		1.51		TRUST OR TRUST
      AGREEMENT	8
	 	1.52	 	TRUST FUND	8
		1.53		TRUSTEE	8
		1.54		UNFORESEEABLE
      EMERGENCY	8
		1.55		VALUATION DATE	8
		1.56		YEARS OF EMPLOYMENT	9
				  	
	ARTICLE II     ELIGIBILITY AND PARTICIPATION	10
	  	
		2.1		INITIAL ELIGIBILITY
      REQUIREMENTS	10
		(a)		Deferral
      Contributions	10
		(b)		Matching Contributions	10
		(c)		Make-Up ESOP
      Contributions	10
		(d)		Make-Up ARC Contributions	10
		(e)		Make-Up
      Pension Contributions	10
		2.2		PROCEDURE FOR
      ADMISSION	10
		2.3		CESSATION OF
      ELIGIBILITY	11
		(a)		Separation From Service	11
		(b)		Failure to
      Maintain Highly-Compensated Status	11
		(c)		Removal from Select Group	11
		(d)		Inactive
      Participation	11
				  	
	ARTICLE
      III    
      PARTICIPANTS' ACCOUNTS; DEFERRALS AND
      CREDITING	12
	  	
		3.1		PARTICIPANTS'
      ACCOUNTS	12
		(a)		Establishment
      of Accounts	12
		(b)		Nature of Contributions and Accounts	12
		(c)		Several
      Liabilities	12
		(d)		General Creditors	12
		3.2		DEFERRAL CONTRIBUTIONS	13
		(a)		Eligible Employee Deferral Contributions	13
		(b)		Nonemployee
      Director Deferral Contributions	13
		(c)		Minimum Deferrals	13
		3.3		PROCEDURE FOR
      ELECTIONS	13
		(a)		Effective Date	13
		(b)		Termination	14
		(c)		Amount	14
		(d)		Incentive
      Compensation Payment Election	14
		(e)		Director Fees Election	15
		3.4		CREDITING OF
      DEFERRAL CONTRIBUTIONS	16
		3.5		MATCHING CONTRIBUTIONS	16
		3.6		MAKE-UP
      ESOP CONTRIBUTIONS	17
		3.7		MAKE-UP
      ARC CONTRIBUTIONS	18
		3.8		MAKE-UP
      PENSION CONTRIBUTIONS	18
		3.9		DEBITING OF
      DISTRIBUTIONS	19
		3.10		CREDITING OF
      EARNINGS	20
		(a)		Rate of Return	20
		(b)		Amount
      Invested	20


ii





		(c)	    
    	Determination of Amount	20
		3.11		VALUE OF ACCOUNT	20
		3.12		VESTING	20
		(a)		Deferral
      Contributions	20
	 	(b)		Matching Contributions	20
	 	(c)		Make-Up ESOP
      Contributions	20
		(d)	 	Make-Up ARC Contributions	20
		(e)		Make-Up
      Pension Contributions	21
		(f)		Change in Control	21
		3.13		NOTICE TO PARTICIPANTS OF
      ACCOUNT BALANCES	21
		3.14		GOOD FAITH
      VALUATION BINDING	21
		3.15		ERRORS AND
      OMISSIONS IN ACCOUNTS	21
		 
	ARTICLE IV     INVESTMENT
      FUNDS	22
		 
		4.1		SELECTION BY
      ADMINISTRATIVE COMMITTEE	22
		4.2		PARTICIPANT
      DIRECTION OF DEEMED INVESTMENTS	22
		(a)		Nature of Participant Direction	22
		(b)		Investment of
      Contributions	22
		(c)		Investment of Existing Account Balances	22
		(d)		Administrative Committee Discretion	23
		 
	ARTICLE V     PAYMENT OF ACCOUNT
      BALANCES	24
		 
		5.1		DISTRIBUTIONS
      SUBACCOUNTS	24
		(a)		Generally	24
		(b)		Matching, Make-Up ESOP, Make-Up ARC and Make-Up Pension
      Contributions	24
		(c)		Deferral
      Contributions	24
		5.2		RETIREMENT OR
      NONEMPLOYEE DIRECTOR SEPARATION
      FROM SERVICE	
				SUBACCOUNT	24
		(a)		General Rule Concerning Payments	24
		(b)		Special Rule Concerning Payments of Make-Up ARC
      Contributions	25
		(c)		Timing of Distribution	25
		(d)		Form of Distribution	26
		5.3		IN-SERVICE
      SUBACCOUNTS	26
		(a)		General Rule	26
		(b)		Timing of Distribution	27
		(c)		Form of Distribution	27
		(d)		Separation From Service	28
		5.4		DISABILITY
      BENEFITS	29
		(a)		General Rule Concerning Payments	29
		(b)		Timing of Distribution	29
		(c)		Form of Distribution	29
		5.5		DEATH BENEFITS	30
		5.6		CHANGE IN CONTROL	30
		5.7		MANDATORY CASH-OUT	30
		5.8		FORM OF ASSETS	30
		5.9		WITHDRAWALS FOR
      UNFORESEEABLE EMERGENCY	30
		5.10		BENEFICIARY
      DESIGNATION	31
		(a)		General	31
		(b)		No Designation or Designee Dead or Missing	31
		(c)		Multiple Primary Beneficiaries	31
		(d)		Forfeiture of Benefits In the Case of Murder or
      Manslaughter	31
		5.11		OFFSET FOR
      OBLIGATIONS TO THE COMPANY	32
		5.12		TAXES	32
		5.13		ACCELERATION OF
      PAYMENT	32


iii





		5.14	     	DELAY OF PAYMENT	32
		5.15	 	PARTICIPANT’S RIGHT TO
      CANCEL DEFERRALS OR TERMINATE
      PARTICIPATION IN
		 		PLAN BY
      DECEMBER 31, 2005	33
	 	5.16		PARTICIPANT’S RIGHT TO
      CHANGE PAYMENT ELECTIONS BY
      NOVEMBER 30, 2008	33
		  	
	ARTICLE VI    
      CLAIMS	34
				  	
		6.1		PRESENTATION OF CLAIMS	34
		6.2		CLAIMS
      PROCEDURE	34
		6.3		REVIEW PROCEDURE	34
		6.4		SPECIAL
      PROCEDURES APPLICABLE TO
      DISABILITY BENEFITS	35
		6.5		LEGAL ACTION	35
		6.6		SATISFACTION
      OF CLAIMS	35
		  	
	ARTICLE VII     SOURCE
      OF FUNDS; TRUST	36
				  	
		7.1		SOURCE OF FUNDS	36
		7.2		TRUST	36
		(a)		Establishment	36
		(b)		Distributions	36
		(c)		Status of the Trust	36
		(d)		Change in
      Control	37
		  	
	ARTICLE VIII    
      ADMINISTRATIVE COMMITTEE	38
				  	
		8.1		APPOINTMENT OF ADMINISTRATIVE
      COMMITTEE	38
		(a)		Administrative Committee	38
		(b)		Appointments by Controlling Company	38
		8.2		ADMINISTRATION
      GENERALLY	38
		8.3		ORGANIZATION OF ADMINISTRATIVE
      COMMITTEE	38
		8.4		POWERS AND
      RESPONSIBILITY OF ADMINISTRATIVE
      COMMITTEE	39
		8.5		RECORDS OF COMMITTEES	39
		(a)		Notices and
      Directions	39
		(b)		Records of Administrative Committee	40
		8.6		CONSTRUCTION
      OF THE PLAN	40
		8.7		DIRECTION OF TRUSTEE	40
		8.8		INDEMNIFICATION	40
		  	
	ARTICLE IX     AMENDMENT
      AND TERMINATION	41
				  	
		9.1		AMENDMENTS	41
		9.2		TERMINATION OF
      PLAN	41
		9.3		AUTHORIZATION AND DELEGATION TO THE
      ADMINISTRATIVE COMMITTEE
    AND	
				CONTROLLING COMPANY	42
				  	
	ARTICLE X    
      MISCELLANEOUS	43
		  	
		10.1		TAXATION	43
		10.2		NO
      EMPLOYMENT CONTRACT	43
		10.3		HEADINGS	43
		10.4		GENDER AND
      NUMBER	43
		10.5		ASSIGNMENT OF BENEFITS	43
		10.6		LEGALLY
      INCOMPETENT	43
		10.7		GOVERNING LAW	44
		10.8		EXCLUSIVE
      BENEFIT	44
				  	
	EXHIBIT A PARTICIPATING
    COMPANIES	A-1


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 or Nonemployee Director 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. 

2 




     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” 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 or Director Fees deferred under the Plan pursuant to Section 3.2.


     1.18
Director Fees means, with respect to fees earned during Plan Years
beginning on or after January 1, 2010 payable to a Nonemployee Director under
the Controlling Company’s compensation policies for directors in effect from
time to time: (i) the annual retainer fee and such additional annual retainer
fee as may be payable to a committee chairperson, and (ii) any
regularly-scheduled or duly-called Board of Directors meeting fees and any
regularly-scheduled or duly-called committee meeting fees. 

     1.19
Director Fees Election means a written, electronic or other form of election
pursuant to which a Participant may elect to defer under the Plan his Director
Fees. 

     1.20 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. 

4 




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


     1.22
Effective Date means July 1, 2009, the date as of which this amended and
restated Plan is effective. 

     1.23
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). 

     1.24
ERISA means the Employee Retirement Income Security Act of 1974, as amended.


     1.25
Fiscal Year means the 12-consecutive month period ending September 30 each year.


     1.26 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. 

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

     1.28
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. 

     1.29
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. 

5 




     1.30
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. 

     1.31
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. 

     1.32
Make-Up ARC
Contribution means the amount credited to
a Participant’s Account pursuant to Section 3.7 on and after October 1, 2005.


     1.33
Make-Up ESOP
Contribution means the amount credited to
a Participant’s Account pursuant to Section 3.6. 

     1.34
Make-Up Pension
Contribution means the amount credited to
a Participant’s Account pursuant to Section 3.8. 

     1.35
Matching Contributions mean the amount credited to a Participant’s Account pursuant
to Section 3.5. 

     1.36
Nonemployee Director means an individual who is a member of the Board of Directors
of the Controlling Company that participates in the Plan but who is not an
employee of the Corporation or any of its Affiliates or subsidiaries (as that
term is defined in Code section 424(f)). 

     1.37
Nonemployee Director Separation From
Service Subaccount means, for purposes of
distribution, the portion of a Nonemployee Director’s Account which is
distributable in accordance with the terms of Section 5.2. 

     1.38
Normal Retirement means Separation From Service, other than on account of
death, on or after the date the Participant attains Normal Retirement Age.


     1.39 Normal Retirement Age means age
60. 

     1.40
Participant means an Eligible Employee or Nonemployee Director who has been admitted
to, and has not been removed from, participation in the Plan pursuant to the
provisions of Article II. 

     1.41
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. 

6 




     1.42 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. 

     1.43
Plan Year means the 12-consecutive-month period ending on December 31 of each
year.

     1.44 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. 

     1.45 Retirement Subaccount means, for
purposes of distribution, the portion of an Eligible Employee’s Account which is
distributable in accordance with the terms of Section 5.2. 

     1.46
Ruddick ESOP means the Ruddick Employee Stock Ownership Plan which is merged into the
Ruddick Savings Plan effective January 1, 2008. 

     1.47
Ruddick Pension Plan means the Ruddick Corporation Employees’ Pension Plan.


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

     1.49
Separation From Service means the cessation of a Nonemployee Director’s membership on
the board of directors of the Controlling Company that participate in the Plan
or 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 Separation From Service 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 Separation From
Service 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 Separation From Service 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.

7 




     1.50
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. 

     1.51
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. 

     1.52
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. 

     1.53
Trustee means the party or parties so designated from time to time pursuant to
the terms of the Trust Agreement. 

     1.54
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. 

     1.55
Valuation Date means the first business day of January or July that
immediately precedes the date of distribution. 

8 




     1.56
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.

9 




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 or Nonemployee
Director 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 Eligible Employee (i)
who is not a participant in the Ruddick Supplemental Executive Retirement Plan
and (ii) who incurs a Separation From Service 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 incurs a Separation From
Service.

     2.2 Procedure for Admission.

          Each Eligible Employee and Nonemployee Director 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, Nonemployee Director Separation From Service 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, Nonemployee Director Separation
From Service Subaccount and/or In-Service Subaccount; (iv) the Eligible
Employee’s or Nonemployee Director’s acceptance of the terms and conditions of
the Plan; (v) the Eligible Employee’s or Nonemployee Director’s Investment
Election; and (vi) the Eligible Employee’s or Nonemployee Director’s Beneficiary
designation.

10 




     2.3 Cessation of Eligibility.

     (a) Separation From
Service. Unless otherwise specified by the Administrative Committee, in its sole
discretion, each Participant who incurs a Separation From Service 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 date of the Participant’s Separation
From Service.

      (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 or Nonemployee Director 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. 

11 




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. 

12 




     3.2 Deferral Contributions.

     (a) Eligible Employee
Deferral Contributions. Except as
provided in subsection (c) 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) Nonemployee Director
Deferral Contributions. Except as provided in
subsection (c) hereof, each Nonemployee Director who is or becomes eligible to
participate in the Plan for all or any portion of a Plan Year beginning on or
after January 1, 2010 may elect to have Deferral
Contributions of all or any portion of his Director Fees for a Plan Year made on
his behalf for such Plan Year by completing and delivering to the Administrative
Committee (or its designee) a Director Fees Election setting forth the terms of
his election

     (c) 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, Incentive Compensation Payment and Director
Fees 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.

13 





     (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. 

     (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. 

14 




     (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).

     (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. 

     (e) Director Fees Election.

     (i) Initial Director Fees
Election. A Participant’s initial Director
Fees Election will be effective for the first Director Fee that becomes payable
after the date the Director Fees Election is submitted and becomes effective. To
be effective, a Participant’s initial Director Fees Election must be made before
the first day of the Plan Year for which Director Fees 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
Director Fees paid for services to be performed subsequent to the election. If a
Nonemployee Director fails to submit an initial Director Fees 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 Director Fees. 

     (ii) Subsequent Director
Fees Election. A Participant’s Director Fees
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 Director Fees to be deferred is
paid. 

     (iii) Amount. A Nonemployee Director may elect to defer all or any portion
of the annual retainer fee, such additional annual retainer fee as may be
payable to a committee chairperson, and meeting fees (board and committee
meetings).

     (iv) Termination. A Participant’s annual
Director Fees 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.

15 




      3.4
Crediting of Deferral
Contributions.

          For each Plan Year that a Participant has a Base Salary
Election and/or Incentive Compensation Payment Election or a Director Fees
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
(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 

16 




     (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. 

17 




     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 Separation From Service 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 

     (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 

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     (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.

     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. 

19 




     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. 

     (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.

20 




     (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. 

21 




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.

22 




     (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. 

23 




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, In-Service and Nonemployee Director Separation
From Service Subaccounts. A Participant may have only one Retirement Subaccount
or Nonemployee Director Separation From Service 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 or Nonemployee Director Separation From Service
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 or Nonemployee Director Separation From
Service Subaccount. 

     5.2
Retirement Subaccount or Nonemployee
Director Separation From Service Subaccount.

     (a) General Rule Concerning Payments.

     (i) Retirement
Subaccount. Upon Separation From Service,
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 Separation From Service 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. 

24 




     (ii) Nonemployee Director
Separation From Service Subaccount. Upon
Separation From Service at any age, unless he otherwise elects to
receive his distribution in installments under Section 5.2(d), a Participant
will receive a single lump sum distribution of the total of (i) his Nonemployee
Director Separation From Service Subaccount; plus (ii) any accrued but uncredited
earnings.

     (b) Special Rule Concerning Payments of Make-Up ARC
Contributions. Upon Separation From
Service, 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 Separation From Service for any reason other than death or
Disability and before his Retirement Age, the Participant is not entitled to
receive a 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 begin to be distributed as
follows:

     (i) If the Separation From Service 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 Separation From Service 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).

25 




     (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 equal to the amount of the Participant’s Retirement or
Nonemployee Director Separation From Service 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 upon his Separation From Service after
attaining Retirement Age or, for a Nonemployee Director, upon his Separation
From Service; provided however, that if the Participant makes an election less
than 12 months prior to Separation From Service, 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, for a
Nonemployee Director, his Separation From Service, 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 or Nonemployee Director
Separation From Service 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 (i) 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.

26 




     (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; 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(b)(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). 


27 




     (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 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) Separation From
Service. Notwithstanding anything herein
to the contrary, upon an Eligible Employee’s Separation From Service 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 Separation From Service 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 Separation From Service 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 an Eligible Employee’s Separation From Service on or
after his Retirement Age or upon a Nonemployee Director’s Separation From
Service at any age, (A) any In-Service Subaccount from which payments commenced
prior to the Participant’s Separation From Service 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 or Nonemployee Director Separation
From Service Subaccount and paid in accordance with the terms
thereof.

28 




     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.

     (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.

29 




     (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 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.

30 




     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.

     (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).

31 




     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. 

     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.

32 




     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 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.

33 




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 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.

34 




     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.

35 




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. 

36 




     (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. 

37 




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.


38 




     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 or Nonemployee Directors 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 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.

39 




     (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. 

40 




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

41 




     (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. 

42 




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 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.

43 




     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. 

44 




     IN
WITNESS WHEREOF, the Controlling Company has
caused the Plan to be executed by its duly authorized officer this ____ day of
___________________, 2009.


	RUDDICK CORPORATION  
	   
	By: 
    	 
		John B. Woodlief, Vice
      President – Finance   
		and Chief Financial
      Officer   




45 




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