Excess Benefit Retirement Plan

Agrilink Foods, Inc.


Excess Benefit Retirement Plan


December 2000


AGRILINK FOODS, INC.


EXCESS BENEFIT RETIREMENT PLAN


PREAMBLE


The principal objective of the Agrilink Foods Excess Benefit Retirement Plan is to ensure the payment of a competitive level of retirement income in order to attract, retain and motivate selected employees. The plan is designed to protect the benefit which certain employees would have accrued under the Agrilink Foods Master Salaried Retirement Plan except for changes in that plan's benefit accrual formula required in order to comply with requirements of the Internal Revenue Code of 1986 and for the limit on compensation as allowable under Section 401(a) (17) of the Internal Revenue Code. This plan was effective first on January 1, 1992. This restatement is effective December 1, 2000.


SECTION 1
DEFINITIONS


1.1 "Basic Plan" means the Agrilink Foods Master Salaried Retirement Plan.


1.2 "Committee" means the Pension Committee of the Company, which has been
given authority by the Board of Directors to administer this Plan.


1.3 "Company" means Agrilink Foods, Inc.


1.4 "Participant" means an employee of the Company having a benefit under the
Plan in accordance with Section III herein, with the exception of any
participant having a benefit in the Company's Supplemental Executive
Retirement Plan, and further with the exception of individuals who became
employees of the Company on September 24, 1998 as a result of the Stock
Purchase Agreement by and between Agrilink Foods, Inc. and Dean Foods, Inc.
An employee who became an employee of the Company as a result of the Stock
Purchase Agreement by and between Agrilink Foods, Inc. and Dean Foods, Inc.
will be considered a participant under the Plan provided the employee is
actively employed with the company on July 1, 2000 and has a benefit under
the Plan in accordance with Section III herein, and further provided that
the participant does not have a benefit in the Company's Supplemental
Executive Retriement Plan.


1.5 "Plan" means the Company's Excess Benefit Retirement Plan.


1.6 "Straight Life Annuity" means retirement income in the form of monthly
payments for life with no Surviving spouse's benefit.


1.7 "Surviving Spouse Annuity" means retirement income in the form of monthly
payments for life, with 50% of the participant's benefit payable in monthly
payments to the surviving spouse, as defined in the Basic Plan, for the
rest of his life. Reductions, if any, to the participants monthly benefit
payment under this option are determined in accordance with Section 5.5
(a), Normal Form of Payment, of the Basic Plan.


1.8 "Termination" means the termination of a participant's employment with the
Company.


1.9 The masculine gender, where appearing in the Plan, will be deemed to
include the feminine gender, and the singular may include plural, unless
the context clearly indicates the contrary.


SECTION II


ELIGIBILITY FOR BENEFITS


2.1 Each participant is eligible to receive a benefit under this Plan effective
as of the date the participant is eligible to receive a benefit under the
Basic Plan, in accordance with the terms of the Basic Plan as now in effect
or as hereafter amended. Such date is referred to herein as the
participant's actual termination date.


2.2 Anything herein to the contrary notwithstanding, if a participant who is
receiving, or may be entitled to receive, a benefit hereunder engages in
competition with the Company (without prior authorization given by the
Committee in writing) or is discharged for cause, or performs acts of
willful malfeasance or gross negligence in a matter of material importance
to the Company, payments thereafter payable hereunder to such participant
or such participant's surviving spouse will, at the discretion of the
Committee, be forfeited and the Company will have no further obligation
hereunder to such participant or spouse. For purposes ...