Exhibit 10.1 

SECOND AMENDMENT
TO
THE
RUDDICK CORPORATION DIRECTOR
DEFERRAL PLAN

     By authority granted to the
undersigned officer of Ruddick Corporation (“Corporation”), this Second
Amendment to the Ruddick Corporation Director Deferral Plan (“Plan”) is hereby
adopted and approved as follows: 

WITNESSETH 

     WHEREAS, the Corporation sponsors the Plan, which was adopted January
1, 1998 and amended and restated effective January 1, 2008 and subsequently
amended on March 23, 2009; and 

     WHEREAS, the Corporation reserved the right to amend the Plan under
Section 6(a) of the Plan; and

     WHEREAS, the Plan provides for the deferral of all, but not any
portion, of a Participant’s board meeting fees, committee meeting fees, and
annual retainer fee; and

     WHEREAS, the Corporation desires to amend the Plan to allow
Participants to defer a portion of board meeting fees, committee meeting fees,
and annual retainer fee and to clarify that a Participant must make a single
election for the deferral of board meeting fees and committee meeting
fees. 

     NOW,
THEREFORE, the following amendment is
hereby adopted effective immediately: 

1. Section 2, Purpose and Intent, is
hereby amended and restated in its entirety as follows: 

     2. Purpose and Intent:


     Ruddick
Corporation (the “Corporation”) originally established this Plan effective
January 1, 1998 for the purpose of providing the nonemployee members of its
Board of Directors with the opportunity to defer payment of all (but not any
portion of) the annual retainer fee and/or the regularly-scheduled or
duly-called Board of Directors meetings fees payable during a year. The Plan was
subsequently amended in 2009 to allow directors to make separate election to
defer the annual retainer fees and such additional annual retainer fees as may
be payable to a committee chairperson and meeting fees (board and committee
meetings) payable during a year. This Plan (i) allows a participating director
to defer any portion of the director’s annual retainer fee and such additional
annual retainer fees as may be payable to a committee chairperson, board meeting
fees, and committee meeting fees, and (ii) sets forth special provisions for
crediting such deferrals in a manner that parallels the performance of the
Corporation’s common stock. The Plan was amended by resolution of the Board of
Directors effective November 18, 2004 to provide for discretionary contributions
by the Corporation for each nonemployee member of the Board of Directors. The
Plan was amended and restated effective February 16, 2006. The Plan was amended
and restated again effective January 1, 2008 to comply with final treasury
regulations under Section 409A of the Internal Revenue Code. It is the intent of
the Corporation that amounts deferred under the Plan by a director shall not be
taxable to the director for income tax purposes until the time actually received
by the director. The provisions of the Plan shall be construed and interpreted
to effectuate such intent. 




     This Plan is intended to comply with the requirements of
Section 409A of the Internal Revenue Code and the regulations and other guidance
issued thereunder, as in effect from time to time. To the extent a provision of
the Plan is contrary to or fails to address the requirements of Code Section
409A, the Plan shall be construed and administered as necessary to comply with
such requirements to the extent allowed under applicable treasury regulations
until this Plan is appropriately amended to comply with such requirements.


2. Section 3(i), Fees, is hereby
amended and restated in its entirety as follows: 

     (i) “Fees” means (i) the annual
retainer fee and such additional annual retainer fees as may be payable to a
committee chairperson (the “Annual Retainer Fee”), and (ii) any
regularly-scheduled or duly-called Board of Directors meeting fees and any
regularly-scheduled or duly-called committee meeting fees earned on or after
January 1, 2010 (the “Meetings Fees”) payable to a Nonemployee Director under
the Corporation’s compensation policies for directors in effect from time to
time. 

3. Section 5(b), Elections to
Defer/Contributions, is hereby amended and restated in its entirety as
follows: 

     (b) Elections to
Defer/Contributions. A Nonemployee Director
may become a Participant in the Plan by irrevocably electing, on a form provided
by the Plan Administrator, to defer any portion of the Annual Retainer Fee
payable to the Nonemployee Director during such Plan Year and/or the Meetings
Fees payable to the Nonemployee Director for all meetings occurring during such
Plan Year. In order to be effective, a Nonemployee Director’s written election
to defer must be executed and returned prior to the beginning of the Plan Year
to which the election relates; provided, however, a Nonemployee Director shall
have 30 days following the date he or she first becomes a Nonemployee Director
to execute and return his or her initial written election to defer.

     Effective on or about November 18, 2004, the Corporation may
make discretionary contributions for the benefit of each Nonemployee Director
who holds such position at the time the contribution is approved. Such amount
shall be allocated to the Stock Account of each Participant as provided in
Section 5(c) below.

     Except as
provided above, the Plan shall remain in full force and effect as previously
adopted and amended.

     IN
WITNESS WHEREOF, this Second Amendment to the
Plan is adopted this ____ day of ________________, 2009.


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



2