Exhibit 10.15


 


Agrilink Foods


Master Salaried
Retirement Plan


 


Effective January 1,
2001


 

















 


	
  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

  



 

















 


TABLE OF CONTENTS (continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  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

  



 

















 


TABLE OF CONTENTS (continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  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

  



 

















 


TABLE OF CONTENTS (continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  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.


 


1

















 


 


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


 


2

















 


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.


 


3

















 


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


 


4

















 


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:


 


5

















 


(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.


 


6

















 


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.


 


7

















 


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.


 


8

















 


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


 


1.21                       “ERISA” means the Employee Retirement Income Security
Act of 1974.


 


1.22                       “Final Average Base Compensation” means the average
annual Base Compensation of a Participant for the five consecutive calendar
years for which he receives the highest Base Compensation, for the period
ending on the earlier of his Actual Retirement Date or the date as of which a
determination of his benefit is made. Compensation of less than 12 months in
the year of termination of employment shall be annualized to reflect 12 months
of Compensation.


 


If the Participant’s
Vesting Service includes fewer than five years, his Final Average Base
Compensation shall be deemed to be his average annual Base Compensation for his
entire period of Vesting Service as an Employee.


 


1.22A              “Final Average Base Compensation” means a Participant’s
Final Average Base Compensation as described above but excluding Base
Compensation with respect to periods on and after September 28, 2001, or September 28,
2006 in the case of Grandfathered Participants.


 


1.23                       “Final Average Compensation” means the average annual
Compensation of a Participant for the five consecutive calendar years for which
he received the highest Compensation, for the period ending on the earlier of
his Actual Retirement Date or the date as of which a determination of his
benefit is made, but excluding years prior to January 1, 2000.  Compensation of less than 12 months in
the year of termination of employment shall be annualized to reflect 12 months
of Compensation.


 


9

















 


If the Participant’s
Vesting Service includes fewer than five years, his Final Average Compensation
shall be deemed to be his average annual Compensation for his entire period of
Vesting Service as an Employee but excluding years prior to January 1,
2000.


 


1.23A              “Final Average Compensation” means a Participant’s
Final Average Compensation as described above but excluding Compensation with
respect to periods on and after September 28, 2001, or September 28,
2006 in the case of Grandfathered Participants.


 


1.24                       “Grandfathered Participant” means a Participant who is
actively employed on September 28, 2001 or is on an authorized leave of
absence on such date, and who as of such date:


 


(i)                                     has attained age 40;


 


(ii)                                  has completed at least 5 years of Vesting Service; and


 


(iii)                               the sum of whose age and Vesting Service as of such
date is 50 or more.


 


1.25                       “Leave of Absence” means the period of an Employee’s
absence from service if authorized in writing by an Employer or Affiliate,
provided that the Employee returns to service with an Employer or Affiliate at
the expiration of the authorized absence, and provided further that no such
absence may be authorized for a period of more than one (1) year but such
authorization may be renewed for additional periods up to one (1) year
each, with the total authorized absence not to exceed three consecutive years.


 


1.26                       “Normal Form” means, as applied to any benefit payable
to a Participant under the Plan, the method of payment described in Section 5.5(a) (Normal
Form of Payment).


 


1.27                       “Normal Retirement Age” means the date a Participant
attains age sixty-five (65).


 


1.28                       “Normal Retirement Date” means the first day of the
month coincident with or next following the 65th birthday of the Employee.


 


10














 


1.29                       “Participant” means any person included in the Plan as
provided in Section Three (Participation).


 


1.30                       “Pension Committee” means the committee appointed by
the Board of Directors to manage and administer the Plan as provided in Section Nine
(Administration of the Plan).


 


1.31                       “Plan Year” shall mean the calendar year.


 


1.32                       “Prior Plan” means any and all of the following
pension plans as in effect on the applicable date shown below:


 


(a)                                 Retirement Plan for the Salaried Employees of National
Oats, Inc. as in effect on March 31, 1980.


 


(b)                                 Nalley’s Retirement Plan I as in effect on March 31,
1977.


 


(c)                                  Colonial Provision Company, Inc. Salaried
Employees’ Retirement Plan as in effect on November 30, 1983.


 


(d)                                 Borden Plan as in effect on May 8, 1977.


 


(e)                                  Borden Plan as in effect on December 31, 1985.


 


(f)                                   Lowrey’s EII Retirement Plan as in effect on March 1,
1989.


 


The Schedules
annexed to the Plan contain provisions pertaining to Prior Plan Benefits of the
Prior Plan Participants under all Prior Plans and certain other provisions
applicable to the applicable Covered Unit.


 


1.33                       “Prior Plan Benefit” means the defined benefit payable
to a Prior Plan Participant, determined in accordance with the applicable
Schedule to the Plan.


 


11

















 


1.34                       “Prior Plan Participant” means any individual who was
a participant in a Prior Plan.


 


1.35                       “Retirement Income” means the annual income provided
under this Plan.


 


1.36                       “Spouse” means the Participant’s wife or husband,
married to him or her by a legal contract on the date benefits commence to be
paid to the Participant, or on the Participant’s date of death, if earlier.


 


1.37                       “Trust Agreement” means the agreement between the
Company and the Trustee for the administration of the Trust Fund and any and
all amendments to such agreement.


 


1.38                       “Trust Fund” means all moneys and property paid or
delivered to and accepted by the Trustee pursuant to the Trust Agreement and
the Plan and all investments made therewith and proceeds thereof and all
earnings and profits thereon less the payments made by the Trustee as
authorized in the Trust Agreement.


 


1.39                       “Trustee” means the trustee appointed pursuant to the
Trust Agreement.


 


1.40                       “Vesting Service” means the period of an Employee’s
service for purposes of determining his eligibility for a benefit from the
Plan, as provided in Section Two (Service).


 


12

















 


SECTION 2


SERVICE


 


2.1                              Service Definitions.


 


(a)                                 “Break in Service” means any Severance Period greater
than twelve (12) months, excluding any period up to twelve (12) months during
which an Employee is on a maternity/paternity leave. The term “maternity/paternity
leave” means any absence of an Employee from work for reasons of (i) pregnancy
of the Employee, (ii) the birth of a child of the Employee or the
placement of a child with the Employee for the purposes of adoption, or (iii) the
care of a child for a period beginning immediately following such birth or
placement. In no event will an Employee be deemed to have experienced a Break
in Service during a period of absence covered by the Family and Medical Leave
Act.


 


(b)                                 “Employment Date” means the date on which an Employee
first completes an Hour of Service.


 


(c)                                  “Hour of Service” means an hour for which an Employee
is directly or indirectly paid or entitled to payment for the performance of
duties for any Employer or Affiliate.


 


(d)                                 “Reemployment Date” means the date on which an
Employee first completes an Hour of Service after a Severance Date.


 


(e)                                  “Severance Date” means the earlier of (1) the
date on which an Employee retires or dies or his employment with all Employers
and Affiliates is otherwise terminated or (2) the first anniversary of the
first date of a period in which an Employee remains absent from service with
all Employers and Affiliates for any reason other than (A) his retirement,
death or other termination of employment or (B) a Leave of Absence.


 


13

















 


(f)                                   “Severance Period” means each period beginning on an
Employee’s Severance Date and ending on his next Reemployment Date.


 


2.2                              Vesting Service. Vesting shall be credited to each
Employee based on the periods of time described below:


 


(a)                                 Each period beginning on his Employment or
Reemployment Date and ending on his next Severance Date.


 


(b)                                 Each period which is a Severance Period but neither is
nor includes any Break in Service.


 


(c)                                  Each period of Disability.


 


(d)                                 Each period of employment with an Affiliate
immediately prior to the Acquisition Date unless otherwise provided herein.


 


2.3                              Benefit Service. The Benefit Service credited to each
Participant shall be equal to (a) that portion of his Vesting Service
credited under Section 2.2(a) which is attributable to (1) any
period of his employment as a Participant and (2) any period while he was
on a Leave of Absence, if he was a Participant at the beginning of such period
and (b) to that portion of his Vesting Service credited under Section 2.2(c) if
he is eligible for a benefit under Section 4.4 (Disability Retirement).


 


In determining
years of Benefit Service for purposes of the Final Average Pay Benefit set
forth in Section 5.1(a), any Participant who retires after June 30,
1982 who was prevented from becoming a Participant prior to April 1, 1976,
either because of the Plan’s then effective three-year waiting period or
because he or she declined to contribute to the Plan, shall be credited with
additional years of Benefit Service, determined by recalculating a Participant’s
eligibility date as if he had been eligible to become a Participant one year
after employment. Such Participant shall be credited with 0.65 additional years
of


 


14

















 


participation for
each such additional year of eligibility calculated hereunder, up to a maximum
of 1.3 additional years.


 


2.3A                     Benefit Service After September 28, 2001.
Notwithstanding anything contained herein to the contrary and except as
hereinafter provided, in no event shall a Participant accrue Benefit Service
with respect to any period of employment on or after September 28, 2001.


 


A Grandfathered
Participant shall be entitled to earn Benefit Service in accordance with the
preceding provisions of the Plan with respect to periods of employment on and
after September 28, 2001 but in no event on and after September 28,
2006.


 


2.4                              Service Prior to Acquisition Date. Vesting Service
shall be credited to a Participant (whether or not he is a Prior Plan
Participant) with respect to any period prior to the Acquisition Date for his
Covered Unit unless otherwise provided under the applicable Schedule.


 


2.5                              Break in Service. If an Employee who is not entitled
to a deferred benefit under Section 6.1 (Termination of Employment) incurs
a Break in Service, and if at his Reemployment Date the period of his Break in
Service equals or exceeds the greater of five years or his period Vesting and
Benefit Service prior to his Severance Date, then his prior Vesting and Benefit
Service shall be cancelled for all Plan purposes.


 


2.6                              No Duplication. In no event shall any period be
counted twice in computing the Vesting or Benefit Service to be credited to an
Employee or Participant under any Plan provision.


 


2.7                              Service Computations. A Participant’s years and months
of Vesting and Benefit Service shall be computed by (a) assuming that an
Employee’s Employment Commencement Date or his Reemployment Date or his
Severance Date occurs on the first day of the month next following his
Employment Commencement Date or Reemployment Date or Severance Date,
respectively, and (b) aggregating all periods to be credited, after


 


15

















 


excluding any
period to be disregarded, as Vesting or Benefit Service under this Section Two.


 


2.8                              Qualified Military Service. Notwithstanding anything
contained herein to the contrary, effective October 13, 1996,
contributions, benefits, and Vesting Service with respect to qualified military
service shall be provided in accordance with Section 414(u) of the
Code.


 


2.9                              Leased Employees. Effective January 1, 1997, any
person (other than an Employee) who: (i) pursuant to an agreement between
the recipient and the any other person or entity performs services for the
recipient or related persons as described in Section 414(n)(6) of the
Code; (ii) performs such services on a substantially full-time basis for a
period of at least one year; and (iii) performs such services under the
primary direction of, or control by, the recipient. A “Leased Employee” of such
Employer or Affiliate shall be considered an Employee for purposes of the
service definitions and rules of this Section Two. Notwithstanding
the foregoing, no Leased Employee shall be eligible to participate in this Plan
by reason of this Section 2.9.


 


16

















 


SECTION 3


PARTICIPATION


 


3.1                              Eligibility. Each Employee who was a Participant of
the Plan on December 31, 2000 shall continue participation hereunder. Each
other Employee shall become a Participant in the Plan on the first day of the
month coincident with or next following completion of one year of Vesting
Service. Each Prior Plan Participant who is an Employee on the Acquisition Date
for his Covered Unit shall become a Participant in the Plan on the later of the
Acquisition Date for his Covered Unit or the first day of the month coincident
with or next following completion of one year of Vesting Service. An Employee
who terminates employment prior to becoming a Participant shall become a Participant
on the first day of the month on or following the date he completes a year of
Vesting Service following his reemployment.


 


Notwithstanding
the foregoing, the provisions of Section 5.9 shall apply  to  an  Employee who transfers among participating and/or  non-participating Affiliates.


 


Notwithstanding  anything herein to the  contrary,  a person who is not  characterized  or treated as a common-law  employee by the Company or an  Affiliate including, without limitation,  individuals characterized as  independent contractors or leased  employees, shall not be eligible to  become a Participant of the Plan. If such
an individual is  reclassified  or deemed to be  reclassified as a common-law employee,  the individual  shall be eligible to participate in the Plan no
earlier than the actual  date of such reclassification (if each individual otherwise qualifies
as  an Employee
hereunder). A retroactive  effective  date  of any  such  reclassification  shall in no event result in  retroactive  Plan  participation.


 


3.1A                     Freeze on Participation Effective  September 28, 2001. Notwithstanding  anything  contained herein to the  contrary, in no event shall  any  Employee  become a Participant of the Plan on or after  September 28,  2001.


 


17

















 


3.2                              Reemployed Participant. If a Participant’s employment
terminates and he is thereafter reemployed as an Employee, he shall again
become a Participant as of the date he performs his first Hour of Service as an
Employee on or after the date of his reemployment. The provisions of Section 5.9
shall apply in the case of an Employee who resumes participation pursuant to a
transfer to Employee status.


 


Notwithstanding
the foregoing, if a Grandfathered Participant terminates employment and is
reemployed prior to September 28, 2006 and prior to incurring a Break in
Service, he shall resume active participation in the Plan as of his
reemployment date and shall be entitled to accrue benefits with respect to the
period of his reemployment but excluding periods on and after September 28,
2006. A Grandfathered Participant who is reemployed prior to September 28,
2006 after having incurred a Break in Service shall not resume active
participation in the Plan and not accrue additional benefits with respect to
the period of his reemployment.


 


3.3                              Prior Plan Participant. Each Prior Plan Participant
who does not become a Participant in the Plan under Section 3.1 shall have
only such rights and benefit entitlements as are provided under the terms of
his Prior Plan.


 


18

















 


SECTION 4


RETIREMENT
DATES AND CONDITIONS


 


4.1                              Normal Retirement. A Participant who reaches his
Normal Retirement Age while in the employment of an Employer shall be eligible
to retire as of his Normal Retirement Date, and shall be entitled to receive a
normal retirement benefit as determined in Section 5.1 (Normal Retirement
Benefit).


 


4.2                              Early Retirement. A Participant who has attained age
55 while in the employment of an Employer and completed 5 years of Vesting
Service may elect to retire on the first day of any month thereafter. In the
event of such early retirement, the Participant shall be entitled to receive an
early retirement benefit as determined in Section 5.2 (Early Retirement
Benefit).


 


4.3                              Late Retirement. A Participant may continue in the
employment of an Employer beyond his Normal Retirement Date. Upon his Actual
Retirement Date, the Participant shall be entitled to receive a late retirement
benefit as determined in Section 5.3 (Late Retirement Benefit).


 


4.4                              Disability Retirement. A Participant who incurs a
Disability, while in the employment of an Employer, after he has attained age
50 and completed 5 years of Vesting Service may elect to retire on the first
day of any month more than 6 months after his Disability has begun, but not
beyond his Normal Retirement Date. In the event of such disability retirement,
the Participant shall be entitled to receive a disability retirement benefit as
determined in Section 5.4 (Disability Retirement Benefit).


 


19














 


SECTION 5


RETIREMENT
BENEFITS


 


5.1                              Normal Retirement Benefit. The normal Retirement
Income of a Participant who becomes eligible therefor under Section 4.1
shall be an amount, commencing as of the Participant’s Normal Retirement Date,
equal to the sum of (a) and (b) below where:


 


(a)                                 is the benefit earned with respect to Benefit Service
completed prior to July 1, 2000, equal to the sum of:


 


(1)                                 the Prior Plan Benefit, if any; plus


 


(2)                                 an amount equal to the greater of (A) or (B) below:


 


(A)                               a Final Average Pay Benefit equal to the sum of (1) plus (2) in which (1) equals
0.9% multiplied  by a Participant’s Final Average Base Compensation multiplied by a
Participant’s years of Benefit Service subsequent to June 2, 1962, and (2) equals
0.5% multiplied by the excess, if any, of Final Average Base Compensation over
Covered Compensation, multiplied by years of Benefit Service subsequent to June 2,
1962; provided, however, that for purposes of (2), years of Benefit Service
shall not exceed a maximum of 35. For purposes of this subparagraph (A),
Benefit Service shall be determined as of the earlier of termination of
employment and July 1, 2000. Final Average Base Compensation and Covered
Compensation shall be determined as of termination of employment as an Employee.


 


Effective April 1,
1990 former participants in the Curtice Burns Lowrey’s Retirement Income Plan
who now participate in this Plan shall accrue benefits at the rate set forth in
Section 5.1(a) of the


 


20

















 


Plan. All benefits
accrued by such participants prior to such effective date shall be unaffected
by this Amendment and shall not be reduced hereby.


 


(B)                               for an individual who was employed by
Agrilink Foods, Inc. in a salaried exempt or salaried non-exempt
classification immediately prior to July 1, 1981, a Career Average Base
Compensation Benefit equal to the sum of (1), (2), (3) and (4) in
which (1) equals the Participant’s accrued benefit determined under the
provisions of Schedule A, (2) equals, commencing January 1, 1988,
1.60% of a Participant’s Base Compensation for the Plan Year up to the Current
Social Security Taxable Wage Base, (3) equals, for Plan Years commencing
on or after January 1, 1988, and before January 1, 1992, 2.45% of a
Participant’s Base Compensation for the Plan Year in excess of the Current
Social Security Taxable Wage Base, and (4) equals, for Plan Years
commencing on January 1, 1992, 1.88% of a Participant’s Base Compensation
for the Plan Year in excess of the Current Social Security Taxable Wage Base;
provided, however, that years of Benefit Service in excess of 35 years total
shall be disregarded for purposes of (4). In no event shall benefits under this
subparagraph (B) accrue with respect to periods of employment on and after
July 1, 2000 or after a Break in Service.


 


(b)                                 is the Final Average Pay Benefit earned with respect
to Benefit Service completed commencing on and after July 1, 2000 equal to
1.15% of Final Average Compensation multiplied by Benefit Service completed on
and after July 1, 2000.


 


5.2                              Early Retirement Benefit. The early retirement benefit
of a Participant who becomes eligible therefor under Section 4.2 (Early
Retirement) shall be computed as in Section 5.1


 


21

















 


(Normal Retirement
Benefit), and shall be payable at the option of the Participant as follows:


 


(a)                                 commencing as of his Normal Retirement Date in the
full, unreduced amount; or


 


(b)                                 commencing as of his Actual Retirement Date or as of
the first day of any month after his Actual Retirement Date, but reduced by an
amount equal to  .0025 per month for each of the first 84 months and
by  .0050 per month for each of the next 36 months by which the
benefit commencement date precedes the Normal Retirement Date, unless otherwise
provided under the applicable Schedule. Except as provided above with respect
to the applicable Schedule, the early retirement reduction provisions of the
Plan in effect prior to January 1, 1992 shall apply with respect to a
Participant born prior to January 1, 1938.


 


5.3                              Late Retirement Benefit. The Late Retirement Benefit
of a Participant who becomes eligible therefor under Section 4.3 (Late
Retirement) shall be computed as in Section 5.1 (Normal Retirement
Benefit) as of his termination of employment.


 


5.4                              Disability Retirement Benefit.


 


(a)                                 The Disability Retirement Benefit of a Participant who
becomes eligible therefore under Section 4.4 shall be computed as in Section 5.1
(Normal Retirement Benefit) as of the date such benefit is to commence and
shall be payable as of his Actual Retirement Date in the full, unreduced
amount.


 


(b)                                 A Participant’s annual Base Compensation and
Compensation for the period of Disability shall be deemed to be his annual Base
Compensation or Compensation, as appropriate, immediately prior to the
commencement of such period of Disability. In addition, the Benefit Service
credited to him shall include that portion of his Vesting Service which is
attributable to any period of Disability


 


22

















 


subject to the
provisions of Section 2.3A with respect to cessation of accrual effective September 28,
2001.


 


(c)                                  Notwithstanding the foregoing, a Participant who
becomes disabled on or after July 1, 2001 shall not accrue additional
benefits under this Disability Retirement Benefit Section 5.4.


 


5.5                              Methods of Payment of Retirement Benefits.


 


(a)                                 Normal Form of Payment. The Normal Form of
payment of retirement benefits under this Plan for any Participant who is
married on the date his retirement benefits commence to be paid shall be in the
form of a Qualified Joint and Survivor Annuitant Option which provides for 50%
of the reduced benefit payable to the Participant during his lifetime to
continue after his death to his Spouse for her remaining lifetime, with the
reduction as provided in Section 5.5(c), 50% Joint & Survivor
Annuitant Option. In no event, however, will the amount of the 50% Joint &
Survivor Annuitant Option be less than the benefit determined under the Career
Average Benefit in Section 5.1(a). The Normal Form of payment of
retirement benefits under the Plan for any Participant who is not married on
the date his retirement benefits commence to be paid shall be payable to the
Participant for his life only. A Participant may elect, however, in the manner
prescribed in Section 5.5(b) (Election of Optional Forms) not to take
his retirement benefit in the Normal Form. Notwithstanding the preceding
provisions of this Section 5.5(a), the Normal Form of payment for a
Participant’s Prior Plan Benefit, and any optional forms of payments with
regard thereto, shall be determined under the applicable Schedule for the
Participant.


 


(b)                                 Election of Optional Forms. A Participant may elect by
filing an election in writing with the Pension Committee to convert his
retirement benefit otherwise payable to him into payments with an Actuarial
Equivalent value pursuant to any of the options available to him hereunder so
long as such election is made prior to


 


23

















 


the Participant’s
Actual Retirement Date. Such election or any new election under Section 5.5(c) (Options
Available) below shall be made on a form approved by the Pension Committee and
shall contain the consent of the Participant’s Spouse to such election. Such
consent shall contain the Spouse’s acknowledgement of the effect of the
election and be witnessed by a Plan representative or a notary public. If it is
established to the satisfaction of a Plan representative that there is no
Spouse or that the Spouse cannot be located, no consent will be required. The
Plan Administrator shall notify each Participant in writing not more than
ninety (90) days before the Actual Retirement Date and at least thirty (30)
days before the Actual Retirement Date of his right to elect an optional form
of benefit. The notice shall also indicate the availability of a written
explanation of the terms and conditions of the form of benefit normally
applicable for the Participant and the effect that an election of an optional
form of benefit will have on his monthly annuity payment. Effective with
respect to Actual Retirement Dates commencing on and after January 1,
1997, a Participant may elect an Actual Retirement Date that is less than
thirty (30) days prior to the date such notice is provided if: (i) he has
at least thirty (30) days in which to make his election; (ii) he may
revoke any such election at any time ending on the Actual Retirement Date but
not less than seven (7) days after the date such notice is provided; and (iii) such
notice is provided prior to the Actual Retirement Date.


 


(c)                                  Options Available. The optional payments which may be
elected by a Participant are set forth below. In no event shall an optional
form of payment be less than the Actuarial Equivalent of the Career Average
Benefit determined under Section 5.1(a) payable in the form of an
unreduced 50% Joint and Survivor Annuity with the Participant’s Spouse as the
Joint & Survivor Annuitant.


 


100% Joint &
Survivor Annuitant Option


 


Retirement Income
payable during his life in equal monthly amounts, with the provision that after
his death 100% of his reduced Retirement Income shall continue during the life
of and shall be paid to such contingent annuitant as he


 


24

















 


shall have
nominated in writing and filed with the Pension Committee at the time of his
election. The amount of Retirement Income payable under this option shall be
the Actuarial Equivalent of the benefit payable to the Participant for his
life.


 


66-2/3% Joint &
Survivor Annuitant Option


 


With respect to
Annuity Starting Dates prior to January 1, 2001, a Retirement Income
payable during his life in equal monthly amounts, with the provision that after
his death 66-2/3% of his reduced Retirement Income shall continue during the
life of and shall be paid to such contingent annuitant as he shall have
nominated in writing and filed with the Pension Committee at the time of his
election. The amount of Retirement Income payable under this option shall be
the Actuarial Equivalent of the benefit payable to the Participant for his
life.


 


75% Joint &
Survivor Annuitant Option Retirement


 


Income payable
during his life in equal monthly amounts, with the provision that after his
death 75% of his reduced Retirement Income shall continue during the life of
and shall be paid to such contingent annuitant as he shall have nominated in
writing and filed with the Pension Committee at the time of his election. The
amount of Retirement Income payable under this option shall be the Actuarial
Equivalent of the benefit payable to the Participant for his life.


 


50% Joint &
Survivor Annuitant Option


 


Retirement Income
payable during his life in equal monthly amounts, with the provision that after
his death 50% of his reduced Retirement Income shall continue during the life
of and shall be paid to such contingent annuitant as he shall have nominated in
writing and filed with the Pension Committee at the time of his election. The
amount of Retirement Income payable under this option shall be the Actuarial
Equivalent of the benefit payable to the Participant for his life.


 


25

















 


10 Year Certain
and Continuous Option Retirement


 


Income payable
during his life in equal monthly amounts, with the provision that, if he shall
die before he has received at least 120 monthly Retirement Income payments, his
payments shall continue to his designated beneficiary until a total of 120
monthly Retirement Income payments in all have been paid. The amount of
Retirement Income payable under this option shall be the Actuarial Equivalent
of the benefit payable to the Participant for his life.


 


5 Year Certain and
Continuous Option Retirement


 


Income payable
during his life in equal monthly amounts, with the provision that, if he shall
die before he has received at least 60 monthly Retirement Income payments, his
payments shall continue to his designated beneficiary until a total of 60
monthly Retirement Income payments in all have been paid. The amount of
Retirement Income payable under this option shall be the Actuarial Equivalent
of the benefit payable to the Participant for his life.


 


Single Sum Option


 


A single sum equal
to the Actuarial Equivalent present value of the normal Retirement Income that
would be payable as of the Actual Retirement Date but not less than the value
of the benefit deferred to Normal Retirement Date. Notwithstanding the
foregoing, if the Participant terminated employment prior to age 55, the amount
of such single sum payment shall be based on the benefit deferred to Normal
Retirement Date.


 


Straight Life
Annuity Option


 


Retirement Income
for his life payable during his life in equal monthly amounts.


 


Level Income
Option


 


A Participant who
retires under Section 4.2 (Early Retirement) prior to age 62 shall be
permitted to elect to receive his Retirement Income payable during his life,
with no surviving Spouse’s benefit, in monthly amounts providing larger


 


26

















 


monthly payments
until his Social Security payments begin, with these payments reduced at that
time by the approximate amount of the Social Security benefit which the
Participant will receive, so that, insofar as practical, a level total
Retirement Income will be available for the Participant after his retirement.
The amount of Retirement Income payable under this option shall be the
Actuarial Equivalent of the benefit payable to the Participant for his life.


 


Single sum and
straight life annuity combination option -


 


A combination of
the two benefit forms determined as follows:


 


(1)                                 A single sum equal to the Actuarial Equivalent present
value of 51% of his Retirement Income payable in the normal form.
Notwithstanding the foregoing, if the Participant terminated employment prior
to age 55, the amount of such single sum payment shall be based on the benefit
deferred to Normal Retirement Date.


 


(2)                                 A straight life annuity paid from the balance of his
Retirement Income which shall be the Actuarial Equivalent of 49% of his
Retirement Income payable in the normal form with equal monthly amounts for
life with no surviving Spouse’s benefit.


 


(d)                                 Designation of Beneficiary. In the election filed with
the Pension Committee, the Participant shall designate his contingent annuitant
or beneficiary, as the case may be. If a married Participant designates as his
contingent annuitant or his beneficiary a person other than his Spouse, such
designation shall not be effective unless the Spouse consents to such
designation as in Section 5.5(b) (Election of Optional Forms).
Election of the 100%, 75%, or 50% Joint and Survivor Annuity Option is
conditional upon (1) designation of the name of the contingent annuitant
and (2) furnishing to the Pension Committee, within ninety days after the
filing of such election, proof satisfactory to the Pension Committee of the age
of the contingent annuitant.


 


27

















 


(e)                                  Conditions on Election. If someone other than the
Participant’s Spouse is the contingent annuitant, no form of payment will be
available to a Participant if the periodic annuity payment payable to the
survivor of the Participant exceeds the maximum applicable percentage of the
annuity payment for such period payable to the Participant under the applicable
table contained in Section 1.401(a)(9)-2 of the Regulations under the
Code. In addition, notwithstanding any other provision in the Plan, no option
shall be permitted which causes a Participant’s or Terminated Participant’s
benefit to be paid over a period of time extending beyond the Participant’s
life expectancy (or the joint life expectancies of the Participant and a
contingent annuitant as of the time payments commence, without any
recalculation of life expectancies thereafter) and the Plan provisions shall be
applied consistent with the Regulations issued under Code Section 401(a)(9).


 


No election shall
be effective in the case of the death of the Participant prior to the Actual
Retirement Date. In addition, no election of a Joint and Survivor Annuity will
be effective in the case of the death of the contingent annuitant prior to the
Actual Retirement Date. The death of a contingent annuitant on or after the
Actual Retirement Date shall have no effect on the Participant’s election and
the Participant will receive or continue to receive the benefit payable to the
Participant in accordance with such option.


 


(f)                                   Changes in Election. A Participant may revoke his
election of an optional form of benefit. A Participant may elect another
optional form of benefit by filing a new election in writing with the Pension
Committee, provided his Spouse consents as in Section 5.5(b) (Election
of Optional Forms). However, no change may be made in the election of the
option after the date the option becomes effective. Any option elected by a
Participant and consented to by his Spouse, as applicable, shall become
effective on the date the Participant’s benefits commence to be paid.


 


(g)                                  The latest beneficiary designation in the possession
of the Pension Committee at


 


28

















 


the time of the
Participant’s death shall control. If no designated beneficiary is living at
the death of the Participant, any remaining payments due shall be computed and
paid in one single sum to the estate of the Participant. If a designated
beneficiary is living at the death of the Participant, but does not live to
receive all payments due, any remaining payments due shall be paid in one
single sum of the Actuarial Equivalent present value of such benefit to the
estate of the beneficiary.


 


If a Participant
is reemployed or otherwise accrues benefits after having received benefit
payments, the election of the form of payment made at prior benefit
commencement shall continue to apply to benefits accrued at such prior benefit
commencement and shall apply to benefits earned after such retirement or
benefit commencement. No new election of a form of payment shall be permitted.


 


(h)                                 Payment of Retirement Benefits.


 


(1)                                 Subject to the preceding provisions of this Section 5.5
and Section 6.1(f), all Normal Retirement Benefits, Early Retirement
Benefits, Late Retirement Benefits and Disability Retirement Benefits, provided
for in Sections 5.1, 5.2, 5.3, and 5.4 shall be payable in monthly installments
on the first day of the month and shall continue to the last payment prior to
death; provided, however, that any Retirement Income amounting to less than
$30.00 per month shall be paid quarterly.


 


A disabled
Participant who is receiving a Disability Retirement Benefit under Section 5.4
and ceases to be totally and permanently disabled prior to his Normal
Retirement Age and who again becomes an Employee shall have his Vesting
Service, annual Compensation, and Benefit Service up to his Disability
Retirement Date restored, and he shall commence to accrue benefits in
accordance with Section 5.1, based on his annual


 


29

















 


Compensation,
Benefit Service, and, if applicable, Vesting Service, both before his
Disability Retirement Date and after his reemployment.


 


(2)                                 A Participant who has attained age 70-1/2 shall
commence to receive his benefit beginning on April 1 following the
calendar year in which he attains age 70-1/2. Effective with respect to
Participants attaining age 70-1/2 on or after January 1, 2002, the
foregoing sentence shall not apply to Participants who are not considered five
percent (5%) owners (as defined in Section 416 of the Code). The benefit
of any Participant who does not commence benefit payments on April 1
following the calendar year in which he attains age 70-1/2 shall be actuarially
adjusted to reflect the delay in commencement. The amount of such adjustment
shall be equal to the actuarially increased benefit as of April 1
following the calendar year the Participant attains age seventy and one-half
(70-1/2) plus the actuarial value of benefits accrued after such date, less the
value of any payments received. The foregoing increase shall not be in addition
to any increase required in accordance with ERISA Section 203(a)(3)(b).


 


(3)                                 If a Participant is reemployed as an Employee after
his retirement benefits have commenced, payment of his retirement benefits
shall not cease during the period of reemployment, and, in addition, his
retirement benefit shall be redetermined annually during the period of his
reemployment. The redetermination shall be done as of the last day of the Plan
Year, or, if earlier, the date he again retires from active service, and shall
reflect his age as of such date, his Compensation and Benefit Service both
before and after his reemployment, and any retirement benefits paid to him
prior to his Normal Retirement Date. The retirement benefits as so redetermined
shall be payable to him as of the first day of the Plan Year following
redetermination, or, if earlier, the first day of the month following the date
he again retires from active service.


 


30














 


If a Participant
whose Actual Retirement Date is prior to Normal Retirement Age is reemployed,
the form of payment elected with respect to benefits accrued as of such Actual
Retirement Date shall remain in effect with respect to the benefit accrued
prior to reemployment. Any benefits accrued after reemployment shall be subject
to the provisions of Section Seven with respect to death benefits payable
on behalf of a Participant who dies prior to the Actual Retirement Date and Section 5.5
with respect to election of a form of payment. If the benefit of a reemployed
Employee was payable as of an Actual Retirement Date on or after Normal
Retirement Age, the form of payment elected at such Actual Retirement Date
shall remain in effect with respect to benefits accrued prior to the Actual
Retirement Date and shall also apply to benefits accrued on or after Normal
Retirement Date.


 


(4)                                 A Participant who retires under the provisions of
Sections 4.1, 4.2, 4.3, or 4.4 (Retirement Dates and Conditions) may elect to
receive a refund of his Accumulated Employee Contributions in the form of a
single sum payment, or in the Actuarial Equivalent applicable normal form of
payment, subject to the spousal consent requirements described above. If such
Participant receives his Accumulated Employee Contributions, his Retirement
Income shall be reduced by the amount of the benefit attributable to the
Participant’s Accumulated Employee Contributions. The amount of the benefit
attributable to the Participant’s Accumulated Employee Contributions shall be
an annual benefit commencing at his Normal Retirement Date, equal to his
Accumulated Employee Contributions, determined as of his Actual Retirement
Date, projected to his Normal Retirement Date at the interest rate under Section 417(e)(3) of
the Code, and converted to an annuity for the life of the Participant
commencing at Normal Retirement Date based on the Actuarial Equivalent
assumptions applicable to single sum payments for the year in which the refund
occurs. In no event will a Participant’s Accrued Benefit


 


31

















 


be less than the benefit attributable to Accumulated Employee
Contributions.


 


5.6                              Maximum Benefit Limits.


 


(a)                                 General Limitation on Benefits. No Retirement Income
shall be payable from this Plan to the extent it exceeds the lesser of (1) the
Defined Benefit Dollar Limitation, as adjusted in Section 5.6(c), as
applicable, or (2) the Defined Benefit Pay Limitation, as adjusted in Section 5.6(d),
if applicable.


 


(b)                                 Definitions. For purposes of this Section 5.6


 


(1)                                 “Adjustment Factor” shall mean the cost of living
adjustment factor prescribed under section 415(d) of the Code for years
beginning after December 31, 1987 applied to such items and in such manner
as prescribed.


 


(2)                                 “Current Accrued Benefit” shall mean a Participant’s
Accrued Benefit under the Plan, determined as if the Participant had separated
from service as of the close of the last Limitation Year beginning before January 1,
1987, when expressed as an annual benefit within the meaning of Section 415(b)
(2) of the Code. In determining the amount of a Participant’s Current
Accrued benefit, the following shall be disregarded:


 


(A)                               any change in the terms and considerations of the Plan
after May 5, 1986; and


 


(B)                               any cost of living adjustment occurring after May 5,
1986.


 


(3)                                 “Defined Benefit Dollar Limitation” shall mean the
limitation set forth in Section 415(b)(1) (A) of the Code.


 


32

















 


(4)                                 “Defined Benefit Pay Limitation” shall mean 100% of
the Employee’s average Section 415 Compensation for his highest 3 years of
Vesting Service.


 


(5)                                 “Limitation Year” shall mean the calendar year.


 


(6)                                 “Section 415 Compensation” shall mean, effective January 1,
1998, compensation as defined in Sections 415(c) of the Internal Revenue Code.


 


(7)                                 “Social Security Retirement Age” shall mean the age
used as the retirement age for the Participant under Section 215(l) of
the Social Security Act, except that such section shall be applied without
regard to the age increase factor, and as if the early retirement age under Section 216(1)
(2) of such Act were 62.


 


(c)                                  Adjustment to Defined Benefit Dollar Limitation.


 


(1)                                 Adjustment for Early Retirement. If the retirement
benefit of a Participant commences before the Participant’s Social Security
Retirement Age, the Defined Benefit Dollar Limitation shall be adjusted so that
it is the actuarial equivalent of an annual benefit of $125,000, multiplied by
the Adjustment Factor, beginning at the Social Security Retirement Age. For
purposes of determining the actuarial equivalent of a benefit commencing before
the Participant’s Social Security Retirement Age, the Defined Benefit Dollar
Limitation shall be reduced by 5/9ths of 1% for each of the first 36 months and
by 5/12ths of 1% for each of the next 24 months by which benefits commence
prior to the Participant’s Social Security Retirement Age. If benefits commence
prior to age 62, the Defined Benefit Dollar Limitation shall be the actuarial equivalent
of the benefit at age 62. Actuarial Equivalent with respect to benefits
commencing before age 62 shall be based on the reductions otherwise provided in
the Plan for


 


33

















 


early
commencement, or 5% interest and the mortality applicable to single sums,
whichever produces the lesser benefit amount. Decreases in the Defined Benefit
Dollar Limit described in this section shall not reflect a mortality decrement
to the extent that benefits will not be forfeited upon the death of the
Participant.


 


(2)                                 Adjustment for Deferred Retirement. If the retirement
benefit of a Participant commences after the Participant’s Social Security
Retirement Age, the Defined Benefit Dollar Limitation shall be adjusted so that
it is the actuarial equivalent of a benefit of $125,000, beginning at the
Social Security Retirement Age, multiplied by the Adjustment Factor. Actuarial
equivalence for this section shall be based on the actuarial equivalent
assumptions applicable to deferred retirement as otherwise provided herein or
5% interest and the mortality table applicable to single sums, whichever
produces the lesser benefit.


 


(3)                                 Protection of Current Accrued Benefit. If the Current
Accrued Benefit of an individual who is a Participant as of the first day of
the Limitation Year beginning on or after January 1, 1987 exceeds the
Defined Benefit Dollar Limitation, the Defined Benefit Dollar Limitation with
respect to such individual shall be equal to such Current Accrued Benefit.


 


(4)                                 Adjustment for Less Than 10 Years of Benefit Service.
If a Participant has completed less than ten years of Benefit Service, the
Participant’s Accrued Benefit shall not exceed the Defined Benefit Dollar
Limitation as adjusted by multiplying such amount by a fraction, the numerator
of which is the Participant’s number of years (or part thereof) of Benefit
Service in the Plan, and the denominator of which is ten.


 


(d)                                 Adjustment to Defined Benefit Pay Limitation. If a
Participant has completed less than ten years of Vesting Service with an
Affiliate or an Employer,


 


34

















 


the Defined
Benefit Pay Limitation shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the Participant’s number of years of
Vesting Service (or part thereof), and the denominator of which is ten, but not
less than one-tenth of the limitation before the adjustment.


 


(e)                                  Adjustment for Form of Payment. The Defined
Benefit Dollar Limit and the Defined Benefit Pay Limit shall be actuarially
adjusted if the benefit is to be paid in a form other than a single life
annuity or a qualified joint and survivor annuity. The actuarial adjustment
shall be based on the actuarial equivalent basis otherwise provided herein, or for
purposes of annuity payments, based on 5% interest and the mortality table
applicable to single sum payments, whichever produces the largest benefit.


 


Notwithstanding
the foregoing provisions of this section, the annual benefit payable under the
Plan to an Employee who was included in the Plan prior to January 1, 1995
shall not be less than the individual’s Retirement Protection Act of 1994 (RPA ‘94)
old law benefit. For this purpose, the term ‘RPA ‘94 old law benefit’ means the
Employee’s accrued benefit under the terms of the Plan as of July 1, 1996,
(the RPA ‘94 freeze date), for the Actual Retirement Date and optional form and
taking into account the limitations of Section 415 of the Code, as in
effect on December 7, 1994, including the participation requirements under
Section 415(b)(5) of the Code. In determining the amount of an
Employee’s RPA ‘94 old law benefit, the following shall be disregarded:


 


(i)                                     any plan amendment increasing benefits adopted after
the RPA ‘94 freeze date; and


 


(ii)                                  any cost of living adjustments that become effective
after such date.


 


35

















 


An Employee’s RPA ‘94
old law benefit is not increased after the RPA ‘94 freeze date, but if the
limitations of Section 415 of the Code, as in effect on December 7,
1994, are less than the limitations that were applied to determine the Employee’s
RPA ‘94 old law benefit on the RPA ‘94 freeze date, then the Employee’s RPA ‘94
old law benefit will be reduced in accordance with such reduced limitation. If,
at any date after the RPA ‘94 freeze date, the Employee’s total Plan benefit,
before the application of Section 415 of the Code, is less than the
Employee’s RPA ‘94 old law benefit, the RPA ‘94 old law benefit will be reduced
to the Employee’s total Plan benefit.


 


(g)                                  Additional Limit for Multiple Plans. This subsection (g) shall
apply with respect to Plan Years commencing prior to January 1, 2000.


 


The limits
specified in Section 5.6(a) (General Limitation on Benefits) shall be
further reduced if the Combined Plan Fraction exceeds 1.0. The Combined Plan
Fraction is the sum of the Defined Contribution Plan Fraction and the Defined
Benefit Plan Fraction.


 


(1)                                 The Defined Contribution Plan Fraction is determined
by dividing the total Annual Additions (as defined in Section 415(c) (2) of
the Code) to the Curtice Burns Foods Deferred Profit-Sharing Plan by the total
of the Defined Contribution Plan dollar limitations applicable to each Plan
Year (as specified in Section 415(c) (1) (A) of the Code) multiplied
by 1.25, or 35% of the Section 415 Compensation received by the Employee
during that Plan Year if less, for each Plan Year in which the Employee was
credited with Vesting Service.


 


(2)                                 The Defined Benefit Plan Fraction is determined by
dividing the Employee’s projected annual benefit at age 65 (or attained age if
later) by the dollar limit specified in Section 5.6(a)(1) multiplied by 1.25,
or the compensation limit specified in Section 5.6(2) multiplied by 1.4,


 


36

















 


whichever is less.
For this purpose, the projected annual benefit shall be determined without
using a salary scale and may not exceed the dollar limit specified in Section 5.6(a)(1).


 


5.7                              Reduction in Retirement Income Benefits. Any Retirement
Income payable from this Plan to any Participant shall be reduced by (a) any
amount payable to such Participant under Equitable Group Annuity Contract
AC-548 or Aetna Life Insurance Company Group Annuity Contract GA 598 and (b) any
amount payable to such Participant from the South Jersey Labor and Management
Pension Fund as a result of service after April 1, 1969. In making such
reduction, the normal pension benefit payable under the above Plans before
determining any optional benefit payable shall be subtracted from the normal
pension benefit payable under this Plan.


 


5.8                              1981 Supplemental Retirement Benefits. The Retirement
Income payable to the Plan Participant described below as determined under the
other applicable provision of this Plan shall be increased as of July 1,
1981 as follows: (a) Participants who retired between January 1, 1980
and June 30, 1981 - 3% (b) Participants who retired between January 1,
1979 and December 31, 1979 - 6% (c) Participants who retired between January 1,
1978 and December 31, 1978 - 9% (d) Participants who retired between January 1,
1977 and December 31, 1977 - 12% (e) Participants who retired between
January 1, 1976 and December 31, 1976 - 15% (f) Participants who
retired between January 1, 1975 and December 31, 1975 - 18% (g) Participants
who retired between January 1, 1974 and December 31, 1974 - 21% (h) Participants
who retired between January 1, 1973 and December 31, 1973 - 24% (i) Participants
who retired between January 1, 1972 and December 31, 1972 - 27% (j) Participants
who retired prior to January 1, 1972 - 30%


 


37

















 


5.9                              Transfer.


 


(a)                                 If a Participant is transferred to a classification of
employment with an Affiliate or an Employer or any of its subsidiary corporations
which is not covered by this Plan, he shall be considered a transferred
Participant. Upon the subsequent retirement, termination of employment, or
death, such transferred Participant shall be entitled to benefits in accordance
with the provisions of the Plan in effect at the time of transfer unless
otherwise required to maintain the Plan’s qualified status, computed in
accordance with this Section Five but subject to the following:


 


(1)                                 No additional Benefit Service shall accrue to the
transferred Participant under this Plan while in said other classification.


 


(2)                                 For purposes of fulfilling any requirement of a
minimum number of years of Vesting Service specified in Section 4.2 (Early
Retirement), 6.1 (Termination of Employment Before Retirement), 7.1 (Death
Before Eligibility For Early Retirement), continuous employment in said other
classification shall, subject to Section Two, be considered as Vesting
Service under this Plan.


 


(3)                                 If applicable under Section 5.1(a) (Final
Average Pay Benefit), the transferred Participant’s Final Average Compensation
shall be determined in accordance with the provisions of the Plan, taking into
account compensation paid to the transferred Participant while in said other
classification.


 


(b)                                 If an employee of an Affiliate or an Employer or any
of its subsidiary corporations is transferred from a classification of
employment which is not covered by this Plan to a classification wherein he is
an Employee, he shall become a Participant under the Plan immediately upon the
later of completion of one year of Vesting Service or his date of transfer.
Upon subsequent retirement,


 


38

















 


termination of
employment, or death, such Participant shall be entitled to benefits in accordance
with the provisions of the Plan, computed in accordance with this Section 5
but subject to the following:


 


(1)                                 For purposes of fulfilling any requirement of a
minimum number of years of Vesting Service specified in Section 4.2 (Early
Retirement), 6.1 (Termination of Employment Before Retirement), 7.1 (Death
Before Eligibility for Early Retirement), or 7.2 (Death After Eligibility for
Early Retirement), the Participant’s period of continuous employment with the
Affiliate or an Employer or any of its subsidiary corporations or with any
company which is a predecessor employer of the Company immediately prior to
said transfer shall be considered as Vesting Service under the Plan.


 


5.10                       Rights Forfeited. Any rights forfeited by a
Participant under this Plan shall not be applied to increase the benefits any
other Participant would otherwise receive under the Plan, but will be applied
to reduce the Company’s contribution.


 


5.11                       Eligible Rollover Distributions.


 


(a)                                 This Section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee’s election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the plan administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.


 


(b)                                 Definitions.


 


(1)                                 Eligible rollover distribution: An eligible rollover
distribution of all or any portion of the balance to the credit of the
distributee, except that an


 


39

















 


eligible rollover
distribution does not include: any distribution that is one of a series of
substantially equal period payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee’s designated
beneficiary, or for a specified period of ten years or more; any distribution
to the extent such distribution is required under Section 401(a)(9) of
the Code; and the portion of the distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).


 


(2)                                 Eligible retirement plan: An eligible retirement plan
is an individual retirement account described in Section 408(a) of
the Code, an individual retirement annuity described in Section 408(a) of
the Code, an annuity plan described in Section 403(a) of the Code, or
a qualified trust described in Section 401(a) of the Code, that  accepts the distributee’s eligible
rollover distribution. However, in the case of an eligible rollover
distribution to the surviving Spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.


 


(3)                                 Distributee: A distributee includes an
Employee or  former
employee. In addition, the Employee’s or former Employee’s Spouse or former
Spouse who is the alternate payee under a qualified domestic relations order,
as defined in Section 414(p) of the Code, are distributees with
regard to the interest of the Spouse or former Spouse.


 


(4)                                 Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the distributee.


 


(c)                                  If a distribution is one to which Sections 401(a)(11)
and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required


 


40

















 


under Section 1.41(a) -11(c) of
the Income Tax Regulations is given, provided that:


 


(1)                                 The Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and


 


(2)                                 The Participant, after receiving the
notice, affirmatively elects a distribution.


 


41














 


SECTION 6


TERMINATION
OF EMPLOYMENT


 


6.1                              Termination of Employment Before Eligibility for
Retirement under Section 4. On termination of employment of a Participant
for any reason other than death or retirement or transfer under the Plan, such
a Participant shall have the following rights:


 


	
  (a)

  	
  (1)

  	
  If at the time of such termination the Participant
  has  completed
  5 years of Vesting Service or has attained his Normal Retirement Age, he
  shall be entitled to receive, beginning as of his Normal Retirement Date, if
  he is then living, a deferred retirement benefit, computed as in section 5.1
  (Normal Retirement Benefit) based on his Benefit Service and Compensation, up
  to the date of his termination of employment.

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  Subject to Section 6.1(f) (Payment of Small
  Benefits), the deferred retirement benefit shall be payable in accordance
  with Section 5.5 (Methods of Payment of Retirement Benefits).

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  (1)

  	
  If at the time of such termination of employment the
  Participant has completed 5 years of Vesting Service or has attained his
  Normal Retirement Age, he may elect to receive a refund of his Accumulated
  Employee Contributions in the form of a single sum payment, or in the
  Actuarial Equivalent applicable normal form of payment described in Section 5.5,
  subject to the spousal consent requirements of Section Five. If such
  Participant receives his Accumulated Employee Contribution, his Retirement
  Income shall be reduced by the amount of the benefit attributable to the
  Participant’s Accumulated Employee Contributions. The amount of the benefit
  attributable to the Participant’s Accumulated Employee Contributions shall be
  an annual benefit commencing at his Normal Retirement Date, equal to his
  Accumulated Employee Contributions, determined as of his Actual Retirement Date,
  projected to

  



 


42

















 


	
   

  	
   

  	
  his Normal Retirement Date at the interest rate
  under Section 417(e)(3) of the Code, and converted to an annuity
  for the life of the Participant commencing at Normal Retirement Date based on
  the Actuarial Equivalent assumptions applicable to single sum payments for
  the year in which the refund occurs. In no event may a Participant receive a
  refund of such Contributions prior to termination of his service with the
  Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  In the event a Participant who received a refund of
  his Accumulated Employee Contributions is reemployed by an Affiliate or an
  Employer and is credited with his prior years of service for purposes of
  vesting of benefits under Section Two hereof, such Participant may repay
  his Accumulated Employee Contributions plus interest compounded annually at
  the rate under Section 411(c) of the Code from the date of
  withdrawal to the date of repayment, and his Retirement Income benefit shall
  be computed as if such amounts had not been withdrawn. The time for repayment
  shall end on the fifth anniversary of a Participant’s Reemployment Date. If
  the Participant does not repay his Accumulated Employee Contributions plus
  interest, his Retirement Income benefit shall be reduced by the amount of the
  benefit attributable to the Participant’s Accumulated Employee Contributions.

  



 


(c)                                  If, at the time of such termination, the Participant
is not eligible for a deferred retirement benefit under the provisions of Section 6.1(a),
he shall thereupon cease to be considered a Participant under the Plan, and his
Accumulated Employee Contributions, if any, shall be forthwith refunded to him
in the form of a single sum. When he incurs a Break in Service, he shall
forfeit all further rights to all benefits hereunder with respect to his period
of employment with the Company then terminating.


 


(d)                                 A terminated Participant who is eligible for a
deferred retirement benefit under Section 6.1(a) may elect to have
benefit payments commence as of the first day of


 


43

















 


any month
following his attainment of age 55 but not later than that would have been his
Normal Retirement Date. If payments commence prior to what would have been the
terminated Participant’s Normal Retirement Date, the benefit shall be reduced
by  .0055 per month for each month by which benefit commencement date
precedes Normal Retirement Date, unless otherwise provided under the applicable
Schedule.


 


(e)                                  Subject to section 5.5(b) (Election of Optional
Forms) with respect to the election, if any, under Section 5.5(a) (Normal
Form of Payment), application for commencement of a deferred retirement
benefit shall be filed with the Committee by the terminated Participant prior
to the date payments are to commence.


 


(f)                                   Payment of Small Benefits. Notwithstanding any other
provision of this Section 6, if the single sum present value of any
benefit payable under the Plan shall not exceed $5,000 (or $3,500 in the case
of a Participant who terminated employment prior to November 1, 1998),
such benefit shall be paid in one single sum payment without the consent of the
Participant. The amount of such single sum payment shall be the Actuarial
Equivalent present value of the benefit otherwise payable as of the Participant’s
Normal Retirement Date or later termination of employment; provided, that if
the Participant is eligible for an Early Retirement Benefit, such value shall
be based on the benefit that would be payable at Early Retirement. A Participant
who is not vested in his retirement benefit shall be deemed to have received
payment of his benefit as of his termination of employment.


 


44

















 


SECTION 7


DEATH
BENEFITS


 


7.1                              Death Before Benefit Commencement. The surviving
Spouse of a Participant who dies on or after having earned a vested benefit
under Section Six, but before commencement of benefits under the Plan
shall be entitled a surviving spouse benefit. The amount of such monthly
benefit shall be 50% of the Qualified Joint and Survivor Annuitant option
determined in accordance with the applicable provisions of Sections Five or Six
that would have been payable to the Participant for his lifetime as of the
benefit commencement date elected by the Spouse. Such benefit shall be payable,
at the election of the Spouse, as early as the first day of the month on or
following the Participant’s death, but not before the written application by
the surviving Spouse for benefit commencement. In no event shall such benefit
commence later than the Participant’s Normal Retirement Date, or death if
later.


 


At the election of
the Spouse, such benefit shall be payable in either a single sum payment or in
a monthly annuity for the lifetime of the Spouse commencing on the elected
benefit commencement date and ending on the death of the Spouse. The provisions
of Sections Five and Six shall apply with respect to reduction for early
commencement to the date the Participant would have attained age 55. If
benefits commence prior to the date the Participant would have attained age 55,
the monthly benefit payable shall be the Actuarial Equivalent of the benefit
that would be payable as of the Participant’s 55th birthday. The amount of the
single sum payment shall be the Actuarial Equivalent present value of the
benefit that would be payable as of the benefit commencement date.


 


In no event will
the benefit payable to the surviving Spouse be less than the benefit
attributable to Accumulated Employee Contributions. The single sum payment
attributable to Accumulated Employee Contributions shall be the Accumulated
Employee  Contributions
as of the date of payment. The monthly life annuity attributable to such


 


45

















 


contributions
shall be the Actuarial Equivalent of such amount based on the provisions of Section 1.6
applicable to single sum payments.


 


7.2                              Death Benefits If Participant Not Married. Upon the
death of a Participant before termination of employment or retirement whose
surviving Spouse, if any, is not eligible for the benefit provided for in Section 7.1,
no death benefit is payable under this Plan, except that the Participant’s
Accumulated Employee Contributions, if any, shall be refunded to the deceased
Participant’s designated beneficiary.


 


46

















 


SECTION 8


FUNDING
OF THE PLAN


 


8.1                              Annual Contributions. The Company intends to make at
least the minimum contribution to the Plan for each plan year that is
determined by actuarial calculations to be in accordance with requirements of
the law applicable to the Plan. Any contributions by the Company shall be made
on at least a quarterly basis to the extent required by Section 412(m) of
the Code. All contributions to the Plan shall be conditioned on being
deductible in accordance with Section 404 of the Code.


 


8.2                              Additional Contributions. The Company shall also be
authorized to, and may in its sole discretion, make such additional
contributions to the Plan as the Company may from time to time deem desirable
in order to maintain in whole or in part or to increase the benefits payable
from the Plan.


 


8.3                              Administrative Expenses. The Company also intends to
pay the administrative expenses of the Plan and Trust Fund, but in the event
the Company does not pay such expenses, they shall be paid from the Trust Fund
to the extent permitted by applicable rule or regulation.


 


47

















 


SECTION 9


ADMINISTRATION
OF THE PLAN


 


9.1                              Pension Committee. The Plan shall be administered by a
Pension Committee pursuant to the provisions of Section 9.4
(Administration). Such Pension Committee shall be appointed by the Company
which shall consist of not less than three nor more than seven persons, and
shall be the named fiduciary of the Plan as defined in ERISA. Any officer,
director, stockholder or employee of the Company shall be eligible for
appointment to the Pension Committee. All members of the Pension Committee
shall hold office pursuant to the terms of their designation by the Company.


 


9.2                              Officers and Agents. The Pension Committee shall
appoint a chairman and a secretary from its members. It may appoint such agents
and  representatives
to carry out the administration of the Plan, including a Plan Administrator, as
the Pension Committee deems necessary, and such agents and representatives need
not be members of the Pension Committee. A majority of the entire Pension
Committee shall constitute a quorum and  a majority of the members present at the time of a
vote, if a quorum is present at such time, shall be an act of the Pension
Committee. The members of the Pension Committee shall without compensation.


 


9.3                              Records. All acts and decisions of the Pension
Committee shall be duly recorded by the secretary thereof or under his supervision.
All records together with such other documents as may be necessary for the
administration of this Plan shall be preserved in the custody of the secretary.
Any instrument executed by a duly designated member of such Pension Committee
shall be conclusive as to all parties dealing with the Plan, and the Trustee
shall be fully protected in dealing with any members so designated in writing
to it by the said Pension Committee.


 


9.4                              Administration. The duties and responsibilities for
the administration of the Plan shall be held by the following persons and in
the following manner:


 


48

















 


(a)                                 The duties and responsibilities of the Company shall
be limited to:


 


(1)         The
adoption, modification and termination of the Plan.


 


(2)         The
appointment of the members of the Pension Committee of the Plan.


 


(3)         The
selection of, and if desirable, the removal of, the Trustee for the Plan and
the periodic review and evaluation at least once each year of the management of
the funds of the Plan by the Trustee.


 


(4)         The
selection of much funding policy to be used in the actuarial calculations of
the Plan including and selection of rates of interest and service and mortality
tables as is appropriate to carry out the objectives of the Plan after
consulting with the actuary or actuaries retained by the Company for that
purpose.


 


(5)         The
periodic review and evaluation, at least once each year, of the activities of
the Pension Committee in order to keep the directors advised of the activities
of the Pension Committee and assist the directors in making future appointments
of members to the Pension Committee.


 


(b)                                 The duties and responsibilities of the Pension
Committee shall be:


 


(1)         The
administration, interpretation, operation and construction of the Plan.


 


(2)         The
selection, and if desirable, the termination of legal counsel, auditors and
actuaries for the Plan.


 


(3)         The
delegation of such specific duties of the administration and operation of the
Plan to a Plan Administrator and such other persons as the Pension Committee
deems appropriate or necessary.


 


49

















 


(4)         The
periodic review and evaluation, at least once each year, of the person or
persons to whom specific duties of the administration and operation of the Plan
as been delegated.


 


(c)                                  The duties and responsibilities of the Plan
Administrator of the Plan shall be:


 


(1)         The
collection and retention of all of the factual information and data from the
Company and the plan participants and beneficiaries necessary for the proper
administration of the Plan and as may be requested by the Pension Committee,
including application forms, beneficiary designation forms and election forms
where appropriate and employees’ wages, contributions, enrollment,
beneficiaries, dates of employment, levels of compensation and length of
service.


 


(2)         The
preparation of and submission of all reports and notices required by law and
the various provisions of the Plan.


 


(3)         The
communication of all appropriate information to the participants and
beneficiaries of requirements for estimated benefit calculations.


 


9.5                              Disqualification of Member. A member of the Pension
Committee shall not vote upon any question or upon the exercise of any right or
option under the plan relating specifically to himself or his beneficiaries.


 


9.6                              Liability of Members; Indemnification. Each member of
the Pension Committee shall be liable only for his own willful misconduct. Each
person who is or has been a member of the Pension Committee shall be
indemnified by the Company against expenses (including amounts paid in
settlement with approval of the Company) reasonably incurred by him in
connection with any motion, suit or proceeding to which he may be a party or
with which he shall be threatened by reason of his being, or having been, a
member of the Pension Committee, except in relation to matters as to which he
shall be adjudged in such action,


 


50

















 


suit or proceeding
to be liable for his own willful misconduct in the performance of his duty as
such member of the Pension Committee.


 


9.7                              Notices. All communications and notices to the Pension
Committee shall be deemed to be delivered to the Pension Committee upon their
delivery to the chairman of the Pension Committee at the address of the
Company.  All
communications and notices to the Participants or beneficiaries shall be
delivered in the manner required by ERISA, the Code, or any of the Regulations
or Rulings published under the applicable federal or state law.


 


9.8                              Claims and Appeal Procedure. All claims for benefits
under the Plan shall be submitted to the Pension Committee. If the Pension
Committee determines that any individual who has claimed a Appeal Procedure
right to receive benefits under the Plan is not entitled to receive all or any
part of the benefits claimed, the Pension Committee shall inform the claimant
by certified mail of its determination and the reasons for such determination
with specific references to the pertinent Plan provisions and with the
description of the appeal procedures set forth below. The claimant may, within
sixty (60) days thereafter, submit to the Pension Committee by certified or
registered mail, such further information as will, in the claimant’s opinion,
establish his right to such benefits. If, upon receipt of this further
information, the Pension Committee determines that the claimant is not entitled
to the benefits claimed, it may afford the claimant or his representative the
reasonable opportunity to appear personally before it, to submit issues and
comments in writing, and review pertinent documents. The Pension Committee
shall render its final decision with the specific reasons therefor in writing
and shall transmit it to the claimant by certified mail within sixty (60) days
of any such final consideration.


 


51














 


SECTION TEN


AMENDMENT,
MERGER, AND TERMINATION


 


10.1                       Amendment. The Company hopes and expects to continue
the Plan in effect but assumes no contractual obligation as to the continuance
of this Plan and shall have the right for any reason to amend the Plan, in
whole or in part, at any time or from time to time or to reduce or suspend
payments to be made under the Plan or to terminate the Plan provided any such
action shall be made in accordance with the law. Except to the extent required
to permit the Plan to meet the requirements of the Code, ERISA, or the
requirements of governmental authority, no such action by the Company shall
affect adversely in any way any rights theretofore acquired under the Plan by
Participants.


 


10.2                       Merger of Plans. In the case of any merger or
consolidation of this Plan and/or the Trust Fund with, or transfer of the
assets or liabilities of the Plan and/or Trust Fund to, any other plan at any
time after September 2, 1974, the terms of such merger, consolidation, or
transfer shall be such that each Participant would receive (in the event of
termination of this Plan or its successor immediately thereafter) a benefit
which is no less than he would have received in the event of termination of
this Plan immediately before such merger, consolidation, or transfer.


 


10.3                       Termination of the Plan. In the event of termination
or partial termination of the Plan, the rights of all affected Participants to
benefits accrued to the date of such termination or partial termination to the
extent then funded or guaranteed by the Pension Benefit Guaranty Corporation,
shall be nonforfeitable, and upon the occurrence of such event, the assets of
the Trust Fund shall be allocated among the Participants and their
beneficiaries in accordance with the law, but not beyond the value of their
accrued benefits. Benefits of missing Participants shall be treated in the
manner proscribed by Section 4050 of ERISA.


 


52

















 


10.4                       Return of Contributions of the Company.


 


(a)                                 Notwithstanding Section 11.5 (Company to Have No
Interest in the Plan Assets), in the case of an excess contribution may by
reason of:


 


(1)                                 a good faith mistake of fact, or


 


(2)                                 a good faith mistake in determining the deductibility
of a  contribution,
resulting in a disallowance of a  deduction,


 


the excess
contribution, as determined in Section 10.4(b), may be returned to the
Company within one year after the date of payment, or in the case of a
disallowed contribution, the date of disallowance.


 


(b)                                 The amount of the excess contribution for purposes of Section 10.4(a) shall
be lesser of:


 


(1)                                 the excess of the amount contributed over the amount
that would have been contributed had there not occurred a mistake of fact or a mistake in
determining the deduction, or


 


(2)                                 the amount determined in (1) above, less any
losses attributable thereto.


 


(c)                                  After the allocation of the Trust Fund as provided
under Section 10.3 (Termination of the Plan) and after satisfaction of all
fixed and contingent liabilities under the Plan, any part of the Trust Fund
remaining shall revert to the Company.


 


53

















 


SECTION 11


MISCELLANEOUS


 


11.1                       Rights Determined by the Terms of this Plan. The plan
hereby created is purely voluntary on the part of the Company. The Trust Fund
shall be the sole source of all pensions or other benefits provided under this
Plan and under no circumstances shall the Company be liable or responsible
therefor.


 


Neither the
establishment of this Plan nor any provision of this Plan shall give a
Participant the right to be retained in the services of the Company, and all
Participants shall remain subject to be discharged to the same extent as if
this Plan had never been executed.


 


11.2                       Restrictions on Alienation. The extent permitted by
law, none of the benefits, payments or proceeds of any contract arising out of
or by virtue of this Plan shall be subject to any claim of, or any legal
process by, a creditor of a Participant or any beneficiary, and neither the
Participant nor any beneficiary shall have any right to anticipate, alienate,
encumber or assign any of the benefits or payments or proceeds or avails of any
contracts, or any benefits arising out of or by virtue of this Plan other than
pursuant to a Qualified Domestic Relations Order pursuant to Section 414(p) of
the Code.


 


11.3                       Headings and Gender for Convenience Only. The headings
and subheadings in this Plan are reserved for convenience and reference only
and are not to be used construing this Plan or any provision thereof. The
masculine pronoun wherever used shall include the feminine pronoun and the
single shall include the plural unless the context clearly indicates otherwise.


 


11.4                       Applicable Laws. This Plan and every provision thereof
shall be construed and its validity determined in accordance with the law of
the State of New York and any applicable federal laws.


 


54

















 


11.5                       Company to Have No Interest in the Plan Assets. No
part of the Plan assets shall under any circumstances be paid to or for the use
of the Company or returned to the Company except in the case of actuarial
error, and then only upon the termination of the Plan.


 


11.6                       This Section 11.6 shall restrict distributions
made on or after January 1, 1992. It is intended to satisfy Treasury
Regulations Section 1.401(a)(4)-5 (b), and shall not be construed in a
manner that would impose limitations that are more stringent than those
required by such Section. In the event that Congress should provide by statute,
or the United States Treasury Department or the Internal Revenue Service should
provide by regulation or ruling, that the foregoing restrictions are no longer
necessary for the Plan to meet the requirements of Section 401(a) of
the Code or other applicable provisions of the Code then in effect, such
restrictions shall become void and shall no longer apply, without the necessity
of further amendment to the Plan.


 


In the event of
termination of the Plan, the benefit of any highly compensated employees (and
any highly compensated former employees), within the meaning of Section 414(q) of
the Code, is limited to a benefit that is nondiscriminatory under Section 401(a)(4) of
the Code.


 


Except as provided
in paragraph (c)(3), below, benefits are restricted to an amount equal in each
year to the payments that would be made on behalf of the employee under a
straight life annuity that is the actuarial equivalent of the accrued benefit
and other benefits to which the employee is entitled under the Plan (other than
a social security supplement) plus the amount of the payments that the employee
is entitled to receive under a social security supplement.


 


The restrictions
in the above paragraph do not apply, however, if: (1) after payment to any
employee described in this Section 11.6 of all benefits payable to the
employee under the Plan, the value of plan assets equals or exceeds 110 percent
of the value of current liabilities, as defined in Section 412(l)(7) of
the Code; (2) the value of the benefits payable to the employee under the
Plan for an employee described in this Section 11.6 is


 


55

















 


less than one
percent of the value of current liabilities before distribution; or (3) the
value of the benefits payable to the employee under the Plan for an employee
described in this Section 11.6 does not exceed the amount described in Section 411(a)(11)(A) of
the Code.


 


56

















 


SECTION 12


TOP-HEAVY
PLAN REQUIREMENTS


 


12.1                       Additional Requirements.


 


(a)                                 The additional requirements under this Section Twelve
will be applicable in a Plan Year of this Plan beginning on or after January 1,
1984, if, as of the determination date of this Plan for such Plan Year, the
ratio of the value of the benefits for key employees to the value of benefits
for all employee is more than 60.


 


(b)                                 In determining the present value of accrued benefits
for key employees or for all employees under a defined benefit plan of the
Company, the present value will be determined as of the valuation date for such
plan falling within the 12 month period - ending on the determination date for
such plan. For purposes of this Section Twelve, in determining the present
value of the accrued benefit of any employee under a plan or the amount of the
account of any employee under a plan, such present value or amount shall be
increased by the aggregate distributions with respect to such Employee under
the plan during the five-year period ending on the determination date. The
actuarial assumptions used in determining such present values shall be the same
as those used by this Plan for purposes of the minimum funding standards under
Code Section 412, except that no assumption as to future withdrawal or
future salary increases shall be used.


 


12.2                       Additional Vesting Requirements. If the additional
requirements under this section Twelve are applicable, as provided in Section 12.1,
notwithstanding any other provision of this Plan, a Participant who terminates
employment for any reason other than death or retirement or transfer under the
Plan shall have a nonforfeitable right to the percentage of the benefit accrued
under this Plan derived from the Company’s contribution that is set forth in
the following table:


 


57

















 




	
  Year of Service

  	
   

  	
  Percentage

  of Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  20

  	
   

  
	
  3

  	
   

  	
  40

  	
   

  
	
  4

  	
   

  	
  60

  	
   

  
	
  5 or more

  	
   

  	
  100

  	
   

  






 


12.3                       Minimum Benefits. If the additional requirements under
this Section Twelve are applicable, as provided in Section 12.1, the
benefits of the Participant who is otherwise eligible for benefits of this Plan
and who is not a key employee shall not be less than the Participant’s minimum
benefit. Such minimum benefit shall be the equivalent of a single life annuity
commencing at age 65 determined by multiplying such Participant’s minimum
benefit compensation by the lesser of (a) two percent times the
Participant’s Vesting Service after December 31, 1983 during each Plan
Year in which additional requirements of this Section Twelve apply, or (b) 20
percent.


 


12.4                       Compensation Taken Into Account. In any Plan Year to
which this Section Twelve applies, not more than $200,000 of the annual
compensation of any Employee under this Plan shall be taken into account for
any purpose.  Such amount shall be adjusted for increases in the cost of living in
accordance with guidelines published by the Department of the Treasury under
Code section 416(d) (2).


 


12.5                       Additional Limitations on Contributions and Benefits.
If the additional requirements under Section Twelve are applicable, as
provided in Section 12.1, then, notwithstanding any other provision of
this Plan, the maximum dollar limit considered in the denominator of the
fractions described in Section 415(e) of the Code shall be multiplied
by 1.0, rather than 1.25; provided, however, that if the minimum benefit of Section 12.3
is adjusted for any Plan Year in which the additional requirements of this Section Twelve
apply, by substituting “three percent” for “two percent” and “30 percent” for “20
percent”, then the maximum dollar limit considered in the denominator of the
fractions described in Section 415(e) of the Code for such year shall
be multiplied by 1.25.


 


58

















 


12.6                       Definitions. For purposes of this Section Twelve,
the following definitions and rules of interpretation shall apply:


 


(a)                                 “determination date” for a given plan year shall mean
the last day of the plan preceding such plan year, or in the case of the first
plan year of a plan, the last day of such plan year.


 


(b)                                 “key employee” shall mean a Participant or former
Participant who is, at any time during the current Plan Year, or has been
during any of the four preceding Plan Years:


 


(1)                                 an officer of the Company whose annual compensation
(as defined in Section 5.6(b) (6)) exceeds 150% of the dollar amount
specified in Code Section 415(c) (1) (A), as adjusted;


 


(2)                                 one of the 10 employees of the Company owning the
largest interests in the Company and whose annual compensation (as defined in Section 5.6(b)(6))
exceeds the dollar amount specified in Code Section 415(c)(1) (A), as
adjusted;


 


(3)                                 a five percent owner of the Company; or


 


(4)                                 a one percent owner of the Company having annual
compensation (as defined in Section 5.6(b)(6)) of more than $150,000. For
purposes of this definition, no more than the lesser of (A) 50 employees
or (B) the greater of 10 percent of employees or three such employees
shall be treated as officers.


 


(c)                                  “value of benefits for key employee” shall mean the
sum of (1) the present value of accrued benefits for key employees under
this Plan, and, if applicable, (2) if key employees participate in one or
more other plans of the Company that qualify


 


59

















 


under Code Section 401(a),
the sum of the present value of the accrued benefits for key employees under
each such plan that is a defined benefit plan and the aggregate of accounts for
key employees under each such plan that is a defined contribution plan, and, if
applicable, (3) if the Company maintains one or more other plans that
qualify under Code Section 401(a) which enable a plan in which a key
employee participates to meet the requirements of Code Section 401(a) (4) or
410, the sum of the present value of the accrued benefits for key employees
under each such plan that is a defined benefit plan and the aggregate of
accounts for key employees under each such plan that is a defined contribution
plan. For purposes of (2) and (3) in the preceding sentence, the
present value of the accrued benefits and the aggregate of accounts for key
employees are considered separately for each plan as of the determination date
for such plan falling within the same calendar year as the determination date
for this Plan. For purposes of this Section 12.6(c), the  value of benefits of any key employee who
has not received compensation from the Company during the current Plan Year or
any of the four preceding Plan Years will not be taken into account.


 


(d)                                 “value of benefits for all employees” for a given Plan
Year of the Plan shall mean the sum of (1) the present value of accrued
benefits for all employees under this Plan, and, if applicable, (2) if key
employees participate in one or more other plan of the Company that qualify
under Code section 401(a), the sum of the present value of the accrued benefits
for all employees under each such plan that is a defined benefit plan and the
aggregate of accounts for all employees under each such plan that is a defined
contribution plan, and, if applicable, (3) if the Company maintains one or
more other plans that qualify under Code Section 401(a) which enable
a plan in which a key employee participates to meet the requirements of Code Section 401(a) (4) or
410, the sum of the present value of accrued benefits for all employees under
each such plan that is a defined benefit plan and the aggregate of accounts for
all employees under each such plan that is a defined contribution plan. For
purposes of (2) and (3) in the preceding sentence, the present value
of the accrued benefits for all employees and the aggregate of


 


60

















 


accounts for all
employees are considered separately for each plan as of the determination date
for such plan falling within the same calendar year as the determination date
for this Plan. For purposes of this Section 12.6(d), (1) the value of
benefits for any employee who is not a key employee as of the current Plan Year
but was a key employee as of a prior Plan Year will not be taken into account;
and (2) the value of benefits of any employee who has not received
compensation from the Company during the current Plan Year or any of the four
preceding Plan Years will not be taken into account.


 


(e)                                  “minimum benefit compensation” shall mean the
Participant’s average compensation for the five consecutive years of Vesting
Service for which the Participant’s annual compensation (as defined in Section 5.6(b) (6))
was highest. If the Participant’s number of such consecutive years of Vesting
Service is less than five, the Participant’s minimum benefit compensation shall
be based on the Participant’s consecutive years of Vesting Service.  For purposes of this Section 12.6(e),
years of Vesting Service shall be considered only if such years were (1) completed
after December 31, 1983 and (2) begun during a Plan Year to which
this Section Twelve applies.


 


IN WITNESS WHEREOF, the
foregoing Amendment and Restatement having been duly adopted by the Board of
Directors, Agrilink Foods, Inc. has caused this instrument to be executed
in its name and its corporate seal to be affixed this 4th day of February,
2002.


 


 


	
   

  	
   

  	
  AGRILINK FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lois Warlick-Jarvie

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Karen A. Babey

  	
   

  	
   

  	
   

  
				



 


61














 


Schedule
A


 


AGRILINK
FOODS


 


MASTER
SALARIED RETIREMENT PLAN


 


A.1.                          Covered Employees. The provisions of
Schedule A shall apply in determining the amount of benefits under the Career
Average Benefit formula set forth in Section 5.1(a) for the period
between an Employee’s Employment Commencement Date, or Acquisition Date if
later, and December 31, 1987.


 


A.2.                          Benefit Computations.


 


(a)                                 Pension benefit for service prior to April 1,
1976:


 


(1)                                 The Retirement Income for service prior to April 1,
1976 shall be determined as the number of Units credited under (2) below
multiplied by $1.13 subject to the minimum income provided in (3) below.


 


(2)                                 Each Participant shall be credited with a number of
Units of Retirement Income equal to the annual amount of Fixed Retirement
Pension credited to him under the Old Plan for service prior to June 2,
1962 or under Aetna Life Insurance Company Group Annuity Contract GA-598. Each
Participant shall also be credited with a number of Units of Retirement Income
equal to the Fixed Retirement Income credited to him for his years of
Participating Prior Service divided by $1.20. For each Plan Year commencing
after March 31, 1971 and prior to April 1, 1976, each Participant
shall be credited with an additional number of Units of Retirement Income equal
to the amount of Fixed Retirement Income credited to him for such Plan Year
divided by the value of one Unit at the end of such Plan Year.


 


62

















 


(3)                                 Each Participant shall be credited with an annual
amount of Fixed Retirement Income equal to the annual amount of Fixed
Retirement Pension credited to him under the Old Plan for service prior to June 2,
1962 or under Aetna Life Insurance Company Group Annuity Contract GA-598.  Each Participant shall also be credited
with an amount of Fixed Retirement Income equal to 1.35% of the part of his
Past Compensation which is not in excess of $4,800 plus 2% of the part of such
compensation in excess of $4,800, all multiplied by his Participating Prior Service.
For each Plan Year commencing after March 31, 1971 and prior to April 1,
1976, each Participant shall be credited with an additional amount of Fixed
Retirement Income depending on the amount of the Participant’s employee
contributions made in accordance with the plan’s contribution requirements as
they existed prior to April 1, 1976. If the Participant’s employee
contributions are less than $156, the amount is 75% of contribution. If the
Participant’s contributions are more than $156, the amount is 62.5% of the
contributions plus $19.50.


 


(b)                                 Pension Benefit for Service on or After April 1,
1976 through March 31, 1987: Beginning on or after April 1, 1976, the
Retirement Income credited to each Participant shall be the amount determined
as follows: For each twelve consecutive month period beginning on April 1,
1976, the Retirement Income accredited to such Participant shall be 1.60% of
Compensation (received during the calendar year ending on the December 31
preceding the April 1 at the beginning of the twelve-month period) up to
the Current Social Security Taxable Wage Base (as in effect for the calendar
year ending on the December 31 preceding the April 1 at the beginning
of the twelve-month period) plus 2.45% of such Compensation in excess of such
Current Social Security Taxable Wage Base.


 


(c)                                  Pension Benefit for the Period From April 1, 1987
through December 31, 1987: The sum of (1) and (2), multiplied by
0.75; (1) 1.60% of a


 


63

















 


Participant’s
Compensation for calendar year 1987 up to the Current Social Security Taxable
Wage Base for calendar year 1987, (2) 2.45% of the excess of such
Compensation for calendar year 1987 over the current Social Security Taxable
Wage Base for calendar 1987.


 


(d)                                 Additional Benefit Accrual: Any Participant who
retires after June 30, 1982 who was prevented from becoming a Participant
prior to April 1, 1976 either because of the Plan’s then effective three
year waiting period or because he or she declined to contribute to the Plan,
shall be credited with up to two additional years of benefit accrual. Each such
year of benefit accrual shall be equal to 65 percent of the amount of benefit
accrued by the Participant in his first full year of participation. The number
of additional years of benefit credit shall be determined by recalculating the
Participant’s eligibility date as if he had been eligible to become a
Participant one year after employment. If such recalculation adds two or more
years of eligibility, then such Participant shall be credited with two
additional years of benefit accrual.  If such recalculation results in less than two years
of additional eligibility, then the additional years of benefit accrual shall
be equal to the additional years of eligibility.


 


(e)                                  Minimum Benefit for Participants Retiring by March 31,
1976: Notwithstanding the above, the Retirement Income for Participants retired
on or before March 31, 1976, shall not be less than the product of the
number of Units credited to the Participant as of March 31, 1976 and
$1.32.


 


(f)                                   Definitions. The following definitions apply for
purposes of this Section A.2.:


 


(1)                                 “Participating Prior Service” means the number of plan
years from June 2, 1962 to April 1, 1971 during which the Employee
was a Participant in the Curtice-Burns Employees’ Pension Plan.


 


64

















 


(2)                                 “Past Compensation” means the annual basic rate of pay
as of April 1, 1971, excluding any pay for overtime, bonus or any other
special remuneration but may not exceed the average annual amount of
compensation received during the five consecutive years of Vesting Service
during which such average was the highest.


 


(3)                                 “Old Plan” means the Curtice-Burns Employees’ Pension
Plan, effective as of June 2, 1962 and as amended.


 


65