Master Salaried Retirement Plan

Agrilink Foods Master Salaried Retirement Plan


Effective January 1, 2001


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Section 1 PLAN NAME AND DEFINITIONS................................................2 - -------------------------


1.1 Name of Plan....................................................2 1.2 "Accrued Benefit"...............................................2 1.3 "Accumulated Employee Contributions"............................2 1.4 "Acquisition Date"..............................................2 1.5 "Actual Retirement Date"........................................2 1.6 "Actuarial Equivalent"..........................................2 1.7 "Actuary".......................................................3 1.8 "Affiliate".....................................................3 1.9 "Base Compensation".............................................3 1.10 "Benefit Service"...............................................6 1.11 "Board of Directors"............................................6 1.12 "Code"..........................................................6 1.13 "Company".......................................................6 1.14 "Compensation"..................................................6 1.15 "Covered Compensation...........................................7 1.16 "Covered Unit"..................................................8 1.17 "Current Social Security Taxable Wage Base".....................8 1.18 "Disability"....................................................8 1.19 "Employee"......................................................8 1.20 "Employer"......................................................9 1.21 "ERISA".........................................................9 1.22 "Final Average Base Compensation"...............................9 1.23 "Final Average Compensation"....................................9 1.24 "Grandfathered Participant"....................................10 1.25 "Leave of Absence".............................................10 1.26 "Normal Form"..................................................10 1.27 "Normal Retirement Age"........................................10 1.28 "Normal Retirement Date".......................................10 1.29 "Participant"..................................................11 1.30 "Pension Committee"............................................11 1.31 "Plan Year"....................................................11 1.32 "Prior Plan"...................................................11 1.33 "Prior Plan Benefit"...........................................11 1.34 "Prior Plan Participant".......................................12 1.35 "Retirement Income"............................................12 1.36 "Spouse".......................................................12 1.37 "Trust Agreement"..............................................12 1.38 "Trust Fund"...................................................12 1.39 "Trustee"......................................................12 1.40 "Vesting Service"..............................................12


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TABLE OF CONTENTS (continued)


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Section 2 SERVICE.................................................................13 - -------


2. Service Definitions............................................13 2.2 Vesting Service................................................14 2.3 Benefit Service................................................14 2.4 Service Prior to Acquisition Date..............................15 2.5 Break in Service...............................................15 2.6 No Duplication.................................................15 2.7 Service Computations...........................................15 2.8 Qualified Military Service.....................................16 2.9 Leased Employees...............................................16


Section 3 PARTICIPATION.......................................................... 17 - -------------


3.1 Eligibility....................................................17 3.2 Reemployed Participant.........................................18 3.3 Prior Plan Participant.........................................18


Section 4 RETIREMENT DATES AND CONDITIONS.........................................19 - -------------------------------


4.1 Normal Retirement..............................................19 4.2 Early Retirement...............................................19 4.3 Late Retirement................................................19 4.4 Disability Retirement..........................................19


Section 5 RETIREMENT BENEFITS.....................................................20 - -------------------


5.1 Normal Retirement Benefit......................................20 5.2 Early Retirement Benefit.......................................22 5.3 Late Retirement Benefit........................................22 5.4 Disability Retirement Benefit..................................22 5.5 Methods of Payment of Retirement Benefits......................23 5.6 Maximum Benefit Limits.........................................31 5.7 Reduction in Retirement Income Benefits........................36 5.8 1981 Supplemental Retirement Benefits..........................37 5.9 Transfer.......................................................38 5.10 Rights Forfeited...............................................39 5.11 Eligible Rollover Distributions................................39


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TABLE OF CONTENTS (continued)


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Section 6 TERMINATION OF EMPLOYMENT...............................................42 - -------------------------


6.1 Termination of Employment Before Retirement....................42


Section 7 DEATH BENEFITS..........................................................45 - --------------


7.1 Death Before Eligibility for Early Retirement..................45 7.2 Death After Eligibility for Early Retirement...................46


Section 8 FUNDING OF THE PLAN.....................................................47 - -------------------


8.1 Annual Contributions...........................................47 8.2 Additional Contributions.......................................47 8.3 Administrative Expenses........................................47


Section 9 ADMINISTRATION OF THE PLAN..............................................48 - --------------------------


9.1 Pension Committee..............................................48 9.2 Officers and Agents............................................48 9.3 Records........................................................48 9.4 Administration.................................................48 9.5 Disqualification of Member.....................................50 9.6 Liability of Members; Indemnification..........................50 9.7 Notices........................................................51 9.8 Claims and Appeal Procedure....................................51


Section 10 ADMENDMENT, MERGER, AND TERMINATION.....................................52 - -----------------------------------


10.1 Amendment......................................................52 10.2 Merger of Plans................................................52 10.3 Termination of the Plan........................................52 10.4 Return of Contributions of the Company.........................53


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TABLE OF CONTENTS (continued)


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Section 11 MISCELLANEOUS 54 - -------------


11.1 Rights Determined by the Terms of this Plan....................54 11.2 Restrictions on Alienation.....................................54 11.3 Headings and Gender for Convenience Only.......................54 11.4 Applicable Laws................................................54 11.5 Company to Have No Interest in the Plan Assets.................55 11.6 Restrict Distributions Made On or After January 1, 1992........55


Section 12 TOP-HEAVY PLAN REQUIREMENTS.............................................57 - ---------------------------


12.1 Additional Requirements........................................57 12.2 Additional Vesting Requirements................................57 12.3 Minimum Benefits...............................................58 12.4 Compensation Taken Into Account................................58 12.5 Additional Limitations on Contributions and Benefits...........58 12.6 Definitions....................................................59


SCHEDULES


Schedule A - Career Average Benefit at 12/31/1987.........62
Schedule B - National Oats, Inc...........................66
Schedule C - Nalley's Fine Foods..........................75
Schedule D - Colonial Provision Company, Inc..............76
Schedule E - Lowrey's Meats Snacks........................79
Schedule F - Comstock Foods Division......................82
Schedule G - Finger Lakes Packaging, Inc..................83
Schedule H - Agrilink Foods Vegetable Company.............84


AGRILINK FOODS


MASTER SALARIED RETIREMENT PLAN


(As amended and Restated Effective January 1, 2001)


Introduction


This Retirement Plan was originally adopted effective April 1, 1971. Effective January 1, 1988, Colonial Provision Company, Inc. Salaried Employees' Retirement Plan, the Retirement Plan for Salaried Employees of National Oats, Inc., and Nalley's Retirement Plan I of Curtice-Burns, Inc. were merged into the Curtice-Burns, Inc. Salaried and Clerical Employees' Pension Plan, and the name of the merged plan was changed to the Curtice Burns Foods Master Salaried Retirement Plan. Curtice-Burns Foods, Inc. amended and restated the Plan effective January 1, 1995. Curtice-Burns Foods, Inc. reorganized and changed in name to Agrilink Foods, Inc. effective September 22, 1997.


The Plan, as amended and restated herein, is effective January 1, 2001 unless otherwise stated herein for the purpose of freezing accruals and participation except as noted herein.


This amendment and restatement reflects compliance with the Uruguay Round Agreements Act of 1994 (GATT), the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), the Small Business Job Protection Act of 1996 (SBJPA), and the Taxpayer Relief Act of 1997.


SECTION 1
PLAN NAME AND DEFINITIONS


1.1 Name of Plan: The Plan shall be known as the Agrilink Foods Master
Salaried Retirement Plan, and is hereafter referred to as "the Plan".


1.2 "Accrued Benefit" means the annual amount of Retirement Income
determined with respect to a Participant as of any date in accordance
with the benefit formula in Section Five (Retirement Benefits) using the
Participant's Vesting Service, Benefit Service, and Compensation as of
the date of determination.


1.3 "Accumulated Employee Contributions" means the sum of the Participant's
contributions plus interest thereon to the date of death, termination of
employment or retirement, as the case may be, computed at the rate of 3
percent compounded annually prior to April 1, 1971, at the rate of 5
percent compounded annually from April 1, 1971 through December 31,
1987, and at the rate of 120 percent of the Federal mid-term rate (as in
effect under section 1274 of the Code for the first month of a Plan
Year) compounded annually thereafter. For the purposes of computing such
interest, all contributions in any Plan Year shall be deemed to have
been made on the last day of such Plan Year.


1.4 "Acquisition Date" means the date as of which the Plan became effective
for a group of Employees.


1.5 "Actual Retirement Date" means the first day of the month coincident
with or next following the date on which a Participant actually retires
from employment under Section 4.1, 4.2, 4.3, or 4.4 (Retirement Dates
and Conditions).


1.6 "Actuarial Equivalent" means, unless the computation of such amount is
otherwise specifically provided herein, an amount of equivalent current
value to the benefit which otherwise would have been provided to the
Participant, based on an interest assumption


of 7-1/2%, compounded annually, and mortality based on the 1971 TPF&C
Forecast Mortality Table, set back one year for participants and five
years for beneficiaries.


For purposes of determining the single sum values on and after July 1,
1996, such interest and mortality assumptions shall be the 1983 Group
Annuity Mortality Table assuming an employee population of 50% male and
50% female and an interest rate equal to the annual interest rate on
30-year Treasury Securities as specified by the Commissioner of Internal
Revenue for the second month prior to the first day of the Plan Year in
which the determination is made.


1.7 "Actuary" means an independent actuary who is an enrolled actuary (as
defined in section 7701(a) (35) of the Code) or an actuarial consulting
firm or corporation having such an individual on its staff, which
individual, firm, or corporation is selected by the Committee to serve
as the actuarial consultant for the Plan.


1.8 "Affiliate" means any entity which is, together with the Company, a
member of a "controlled group of corporations" or under "common
control", as determined under section 414(b) and 414(c) of the Code, or
a member of an "affiliated service group" as determined under section
414(m) of the Code.


1.9 "Base Compensation" for any calendar year means the basic earnings only,
excluding overtime, premiums, bonuses, amounts deferred pursuant to a
non-qualified plan of deferred compensation and severance pay received
by the Employee from the Company during the calendar year.


In addition to other applicable limitations which may be set forth in
the Plan and notwithstanding any other contrary provision of the Plan,
compensation taken into account under the Plan shall not exceed
$200,000, adjusted for changed in the cost of living as provided in
section 415(d) of the Internal Revenue Code (the "Code"), for the
purpose of calculating a Participant's accrued benefit (including the
right to any optional benefit provided under the Plan) for any plan year
commencing after December 31, 1988.


However, the accrued benefit determined in accordance with this
provision shall not be less than the accrued benefit determined on May
31, 1989 without regard to this provision.


Notwithstanding the preceding sentence, the accrued benefit of any
Participant who is a highly compensated employee within the meaning of
section 414(q)(1)(A) or (B) of the Code, is reduced to the extent a
benefit has accrued with respect to compensation in excess of $200,000
during the 1989 plan year before the later of the adoption date or
effective date of this provision.


Notwithstanding any other contrary provision of the Plan, in calculating
the accrued benefit (including the right to any option benefit provided
under the Plan) of any Participant who is a highly compensated employee
within the meaning of section 414(q)(1)(A) or (B) of the Code, such
highly compensated employee shall accrue no additional benefit under the
Plan on or after the date of the adoption of this amendment to the
extent that such additional benefit accrual exceed the benefit which
would otherwise accrue in accordance with the terms of the Plan as
subsequently amended to comply with those qualification requirements
described in income tax regulations section 1.401(b)-1(b)(2)(ii).


This provision shall be effective until the last day by which the Plan
may be amended retroactively to comply with Tax Reform Act of 1986 for
its plan year beginning in 1989 in order to remain qualified under the
Code and shall be effective for such period if and only if the
subsequent plan amendment to comply with Tax Reform Act of 1986 is made
on or before the last day by which the Plan may be amended retroactively
to comply with Tax Reform Act of 1986 for its first plan year commencing
in 1989 in order to remain qualified under the Code.


In addition, the benefit accrued by any highly compensated employee,
within the meaning of section 414(q)(1)(A) or (B) of the Code, shall in
no event exceed the benefit accrual provided during the 1989 plan year
with respect to such Participant under the


terms of the Plan as subsequently amended to comply with the terms of
Tax Reform Act of 1986; provided, however, such highly compensated
employee's benefit shall not be less than the benefit such Participant
had accrued as of the last day of the last plan year beginning before
January 1 1989.


In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the earnings of each
Employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner of Internal Revenue for
increases in the cost-of-living in accordance with Section 401(a)(17)(B)
of the Code. The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which compensation
is determined (the "determination period") beginning in such calendar
year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period,
and the denominator of which is 12.


For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under section 401(a)(17) of the Code shall
mean the OBRA '93 annual compensation limit set forth in this provision.


If Compensation for any prior determination period is taken into account
in determining an Employee's benefits accruing in the current plan year,
the Compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.


Notwithstanding any other provision in the plan, each Section 401(a)(17)
employee's accrued benefit under this Plan will be the sum of:


(a) the Employee's accrued benefit as of the last day of the last
plan year beginning before January 1, 1994, frozen in accordance
with Section 1.401(a)(4)-13 of the regulations, and


(b) the Employee's accrued benefit determined with respect to the
benefit formula applicable for the plan year beginning on or
after January 1, 1994, as applied to the Employee's years of
service credited to the Employee for plan years beginning on or
after January 1, 1994, for purposes of benefit accruals.


A section 401(a)(17) employee means an Employee whose current
accrued benefit as of a date on or after the first day of the
first plan year beginning on or after January 1, 1994, is based
on compensation for a year beginning prior to the first day of
the first plan year beginning on or after January 1, 1994, that
exceeded $150,000.


1.10 "Benefit Service" means the period of a Participant's service for
purposes of determining the amount of the benefit payable to him, as
provided in Section Two (Service).


1.11 "Board of Directors" means the Board of Directors of Agrilink Foods,
Inc.


1.12 "Code" means the Internal Revenue Code of 1986, as amended.


1.13 "Company" means Agrilink Foods, Inc., a New York corporation, and any
successor by merger, consolidation or otherwise that assumes the
obligations of the Plan.


1.14 "Compensation" means, with respect to calendar years commencing on and
after January 1, 2000, an Employee's basic earnings including overtime,
premiums, bonuses, but excluding severance pay, received by the Employee
from the Company during the calendar year, and also excluding amounts
deferred pursuant to a non-qualified plan of deferred compensation.
Compensation shall include amounts deferred pursuant to a salary
reduction plan qualified under Code Section 401(k) or under a cafeteria
plan under Code Section 125.


In addition to other applicable limitations which may be set forth in
the Plan, and notwithstanding any other provision of the Plan to the
contrary, for Plan Years beginning on or after January 1, 1994, the
earnings of each Employee taken into account under the Plan shall not
exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner of
Internal Revenue for increases in the cost-of-living in accordance with
Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined (the "determination
period") beginning in such calendar year. If a determination period
consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number
of months in the determination period, and the denominator of which is
12.


If Compensation for any prior determination period is taken into account
in determining an Employee's benefits accruing in the current plan year,
the Compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.


1.15 "Covered Compensation" means the average at age 65 of the annual
compensation amounts which would be treated as wages for purposes of the
Federal Social Security Act if the Participant had earned during each
calendar year from the later of 1959 and the calendar year containing
the Participant's 30th birthday through the calendar year containing his
64th birthday, inclusive, the maximum amount of wages subject to
taxation under the Federal Social Security Act; in determining the
amount to be treated as wages for this purpose for calendar years
following the calendar year of the Participant's termination of
employment, the maximum amount of wages subject to taxation under the
Federal Social Security Act during such calendar year of termination
shall be used for each calendar year following such calendar year of
termination.



1.15A "Covered Compensation" means a Participant's Covered Compensation as
described above assuming the Participant terminates employment on the
earlier of: (i) his actual termination of employment; and (ii) September
28, 2001 or September 28, 2006 in the case of Grandfathered
Participants.


1.16 "Covered Unit" means a group of Employees of the Employer or an
Affiliate designated by the Employer as eligible for participation in
the Plan.


1.17 "Current Social Security Taxable Wage Base" for any calendar year means
the maximum amount of earnings which may be considered wages under
Section 3121(a)(1) of the Code for that calendar year.


1.18 "Disability" means, with respect to any Participant a determination by
the Committee that he is disabled by bodily injury or disease so as to
be prevented from regularly engaging in an occupation or performing
work for substantial remuneration or profit.


1.19 "Employee" means any person who is employed by an Employer or Affiliate
in a salaried exempt or salaried non-exempt classification, excluding:


(a) any person who receives compensation only as a pension
retirement allowance, retainer or fee under contract,


(b) any person eligible for participation in any other pension
benefit plans sponsored by the Company. Such definition of an
Employee shall also include any person who is employed by
another company if the Company has contracted to acquire the
business by which such person was employed and the other company
has contracted to manage such business for the Company until the
effective date of acquisition; or


(c) any person whose employment with the Company is subject to the
terms of a collective bargaining agreement.


1.20 "Employer" means the Company and any Affiliate that has adopted the Plan
with the approval of the Company.


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