RUDDICK CORPORATION FLEXIBLE DEFERRAL PLAN

Exhibit 10.2

RUDDICK CORPORATION FLEXIBLE DEFERRAL PLAN

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Text of Plan

Amendment and Restatement Effective July 1, 2009

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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

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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.

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      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.

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      (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.

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      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.

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      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 Sectio