RUDDICK CORP
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   <title>Proposed Resolutions</title>
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<p><b><u>Compensation Package of R. Stuart Dickson and Alan T. Dickson</u></b></center>

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<p>R. Stuart Dickson and Alan T. Dickson retired from Ruddick Corporation
as officers effective May 1, 2002. Upon retirement, they commenced receipt
of retirement benefits pursuant to the Ruddick Supplemental Executive Retirement
Plan and the Ruddick Corporation Employees' Pension Plan. They will commence
receipt of their retirement benefits pursuant to the Ruddick Deferred Compensation
Plan in January 2003.
<p>In addition, as Chairman of the Executive Committee of the Board of
Directors of Ruddick Corporation and Chairman of the Board of Directors
of Ruddick Corporation, respectively, R. Stuart Dickson and Alan T. Dickson
(the "Retiring Officers"), upon retirement from Ruddick Corporation and
in exchange for their continuing services in those capacities, became entitled
to the following elements of compensation:
<blockquote>1.&nbsp; <b><u>Non-employee Director Fees.</u></b> The Retiring
Officers, as non-employee Directors, became entitled to the standard annual
base fee (currently $20,000 per person) plus an additional annual base
fee of $30,000 per person. They also became entitled to the meeting fee
(currently $1,000 per meeting) paid to other non-employee Directors.<b><u></u></b>
<p>2.&nbsp; <b><u>Medical and Dental Insurance.</u></b> The Retiring Officers
became entitled to receive such medical and dental insurance as the Corporation
or they individually were able to arrange. Such insurance, when considered
in combination with Medicare, was as comparable as reasonably possible
to the medical and dental insurance provided by the Corporation to them
prior to retirement. The Corporation pays an amount of premium toward the
cost of such insurance equal to the amount paid on their behalf prior to
retirement. The balance of the cost of such insurance is the responsibility
of the Retiring Officers.<b><u></u></b>
<p>3.&nbsp; <b><u>Life Insurance.</u></b> The Retiring Officers became
entitled to receive such life insurance as the Corporation or they individually
were able to arrange. Such insurance, when considered in combination with
insurance provided to the Retiring Officers by the Key Executive Life Insurance
Plan, Directors' Term Insurance and the Ruddick Corporation Senior Officers
Insurance Program, equaled approximately the face amount of coverage provided
for each them prior to retirement ($2,625,000 for R. Stuart Dickson and
$1,625,000 for Alan T. Dickson). The cost of such insurance is borne by
the Corporation except for such premiums or other amounts as paid prior
to retirement by the Retiring Officers for such coverage.<b><u></u></b>
<p>4.&nbsp; <b><u>Accidental Death &amp; Dismemberment Plan Insurance ("AD&amp;D").</u></b>
The Retiring Officers became entitled to receive AD&amp;D comparable to
that, which was provided prior to retirement, to the extent possible. The
cost of such insurance is borne by the Corporation.<b><u></u></b>
<p>5.&nbsp; <b><u>Use of Ruddick Aircraft, Facilities, Office Space, Administrative
Support and Parking Space.</u></b> The Retiring Officers became entitled
to use of the Ruddick aircraft, facilities, office space, administrative
support and parking space comparable to that which was provided prior to
retirement, to the extent such use does not interfere with normal use by
the Corporation.<b><u></u></b>
<p>6.&nbsp; <b><u>Payment of Club Dues and Assessments.</u></b> The Retiring
Officers became entitled to payment by the Corporation on their behalf
of club dues and assessments for various organizations in which the Retiring
Officers hold membership.</blockquote>

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