Corporate Governance Guidelines and Committee Charters

In furtherance of its longstanding goal of providing effective governance of the Company’s business and affairs for the benefit of shareholders, the Board of Directors of the Company has approved Corporate Governance Guidelines. The Guidelines contain general principles regarding the functions of the Company’s Board of Directors. The Guidelines and the committee charters for the Company’s Audit Committee, Compensation Committee and Corporate Governance & Nominating Committee are available by clicking on the indicated link and print copies are available to any shareholder that requests a copy.

Director Independence

For a director to be considered independent under the listing standards of the New York Stock Exchange, the Board must affirmatively determine that a director has no direct or indirect material relationship with the Company. The Board has adopted categorical standards, which conform to the independence criteria specified by the New York Stock Exchange, to assist it in making determinations regarding independence. These categorical standards specify the criteria by which the independence of the Company’s directors will be determined, including any past employment or affiliation with the Company or the Company’s independent auditor by a director or any member of the director’s immediate family. After considering these categorical standards, the listing standards of the New York Stock Exchange and any other commercial or charitable relationships between the directors and the Company, the Board has determined that all of its members are independent and meet the independence requirements of the New York Stock Exchange, except for Alan T. Dickson, and Thomas W. Dickson. The Board’s categorical Standards of Director Independence are available by clicking on the link.

Audit Committee Financial Experts

The Board of Directors has determined that at least one member of the Audit Committee, Harold C. Stowe, is an audit committee financial expert. Mr. Stowe is “independent” as that term is defined in the New York Stock Exchange Listed Company Manual.

Executive Sessions of Non-Management Directors

Non-management Board members meet without management present at regularly scheduled executive sessions. In addition, to the extent that, from time to time, the group of non-management directors includes directors that are not independent, at least once a year there will be scheduled an executive session including only independent directors. The Chairman of the Corporate Governance & Nominating Committee will preside over meetings of the non-management or independent directors.

Code of Ethics and Code of Business Conduct and Ethics

The Company has adopted a written Code of Ethics (the “Code of Ethics”) that applies to the Company’s President and Chief Executive Officer, Vice President-Finance and Chief Financial Officer and Vice President and Treasurer. The Company has also adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all employees, officers and directors of the Company as well as any subsidiary company officers that are executive officers of the Company. Each of the Company’s operating subsidiaries maintains a code of ethics tailored to their businesses. The Code of Ethics and Code of Conduct are available by clicking on the indicated link, and print copies are available to any shareholder that requests a copy. Any amendments to the Code of Ethics or Code of Conduct, or any waivers of the Code of Ethics or any waiver of the Code of Conduct for directors or executive officers, will be disclosed on the Company’s website promptly following the date of such amendment or waiver.

Communications with Directors

You may communicate directly with any member or committee of the Board of Directors or the Chair of any committee of the Board by writing to the Board, or a specific Committee Chair or director, at the following address: Ruddick Corporation Board of Directors, c/o Corporate Secretary, 301 S. Tryon St, Suite 1800, Charlotte, North Carolina 28202. Each such communication should specify the applicable addressee. The Company’s Board of Directors has instructed the Corporate Secretary to forward these communications to the addressee, and if no specific addressee is listed, to the Chairman of the Board of Directors.

Attendance at Annual Meeting

The Company believes that the Annual Meeting is an opportunity for shareholders to communicate directly with our directors. Consequently, each director is encouraged to attend all annual meetings of shareholders. Last year, eleven of the Company’s twelve directors attended the Annual Meeting.

Process for Nominating Potential Director Candidates

The Corporate Governance & Nominating Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board for nomination. As described in the Company’s Corporate Governance Guidelines, which are available by clicking on the indicated link, nominees for director will be selected on the basis of outstanding achievement in their personal careers; wisdom; integrity; ability to make independent analytical inquiries; understanding of the business environment; and willingness to devote adequate time to Board duties. The Corporate Governance & Nominating Committee reviews the background and qualifications of each nominee to determine such nominees experience, competence and character and shall assess such nominees potential contribution to the Board, taking into account the then-existing composition of the Board and such other matters as the Corporate Governance & Nominating Committee deems appropriate. Nominees recommended by shareholders will be analyzed by the Corporate Governance & Nominating Committee in the same manner as nominees that are otherwise considered by the committee. Any recommendation submitted by a shareholder to the Corporate Governance & Nominating Committee must include the information concerning the potential candidate and the shareholder, and must be received in the timeframe described, in Article III Section 12 of the Company’s Bylaws. The Company’s Bylaws include provisions setting forth specific conditions under which persons may be nominated as directors of the Company at a meeting of shareholders. A copy of such provision is available upon request to: Ruddick Corporation, 301 South Tryon Street, Suite 1800, Charlotte, North Carolina 28202, Attention: Corporate Secretary.