Agrilink Foods, Inc.



                         Excess Benefit Retirement Plan


































                                  December 2000


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                              AGRILINK FOODS, INC.

                         EXCESS BENEFIT RETIREMENT PLAN

                                    PREAMBLE

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


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                                    SECTION 1
                                   DEFINITIONS

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

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

1.3  "Company" means Agrilink Foods, Inc.

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

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

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

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

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

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

                            ELIGIBILITY FOR BENEFITS

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

2.2  Anything  herein to the contrary  notwithstanding,  if a participant who is
     receiving,  or may be entitled to receive,  a benefit  hereunder engages in
     competition  with the Company  (without  prior  authorization  given by the
     Committee  in  writing) or is  discharged  for cause,  or performs  acts of
     willful  malfeasance or gross negligence in a matter of material importance
     to the Company,  payments  thereafter payable hereunder to such participant
     or such  participant's  surviving  spouse will,  at the  discretion  of the
     Committee,  be forfeited  and the Company  will have no further  obligation
     hereunder to such participant or spouse.  For purposes of this Section 2.2,
     the term  "discharged for cause" shall mean termination by the Company as a
     result of (a) the  conviction  of the  participant  by a court of competent
     jurisdiction  of a crime  which  constitutes  a felony  under  any state or
     federal  law,  (b) an act by the  participant  which in the  opinion of the
     Board of  Directors  of the Company  constitutes  a theft of the  Company's
     property,   or  (c)  the  insubordination,   gross  negligence  or  willful
     misconduct of the  participant  (such finding having been initially made by
     the Board of  Directors  of the  Company).  "Competition  with the Company"
     shall  occur,   if,  before  or  after   termination  of  employment,   the
     participant,  directly  or  indirectly,  comes  to  own,  manage,  operate,
     control,  be  employed  by or  participate  in the  ownership,  management,
     operation or control of, or be  connected  in any other  manner  with,  any
     business  which,  in the judgment of the Board of Directors of the Company,
     is in substantial  competition with the Company (unless the participant has
     first obtained the Board's prior written consent).


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                                   SECTION III

                      AMOUNT AND FORM OF RETIREMENT BENEFIT

3.1  For any participant who was actively employed by the Company on or prior to
     July  1,  1981 in a  salaried  exempt  or  non-exempt  position  and who is
     eligible to receive a retirement  benefit  determined  under Career Average
     Benefit  Formula in the Basic Plan, the  participant's  retirement  benefit
     payable  hereunder  shall be determined  using the formulas under the Basic
     Plan and shall  equal the  excess  of (a) over (b).

     (a)  The  participant's  retirement  benefit  determined  using the benefit
          formulas and eligibility  requirements in effect  immediately prior to
          the  adoption  of the  Fourth  Amendment  to the Basic Plan as annexed
          hereto  as  Exhibit  A and  compensation  defined  as  Basic  Earnings
          excluding  overtime  premium and bonuses  received by the  participant
          during the calendar  year without  regard to the  compensation  limits
          under  Sections  401(a)(17)  of the  Internal  Revenue  Code.

     (b)  The participant's  retirement  benefit determined under the greater of
          either the Final  Average  Pay Formula or the Career  Average  Benefit
          Formula in effect at the  participant's  actual  retirement  date,  as
          defined in the Basic Plan.

3.2  For any  participant  who is not eligible to receive a  retirement  benefit
     determined  under Career  Average  Benefit  Formula in the Basic Plan,  the
     participant's  retirement  benefit  payable  hereunder  shall be determined
     using the  formulas  under the Basic Plan and shall equal the excess of (a)
     over (b).

     (a)  The participant's  retirement benefit determined using the eligibility
          requirements, benefit formulas and earnings definition under the Basic
          Plan  without  regard  to  the  compensation   limits  under  Sections
          401(a)(17) of the Internal Revenue Code.

     (b)  The participant's actual retirement benefit determined under the Basic
          Plan.

     For the purposes of this section, the retirement benefit shall be expressed
     as a Normal Form of Payment as defined in the Basic Plan, determined on the
     first day of the  calendar  month  coincident  with or next  following  the

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     participant's  actual  retirement  date,  regardless  of the actual form of
     payment for such benefits.

3.3  The  retirement  benefit  determined  under this Plan shall be payable as a
     Straight-Life  Annuity or a Surviving  Spouse Annuity and shall commence on
     the date  the  participant's  retirement  benefits  under  the  Basic  Plan
     commence, provided, however that the company may accelerate payment of such
     benefits  if the annual  amount of the  annuity  is $5,000 or less.  If the
     single sum equivalent of the participant's  retirement  benefit on the date
     of termination  from the company is less than $5,000,  or if the single sum
     equivalent of the surviving  spouse's benefit as described in Section IV is
     less than $5,000,  such benefit shall be paid  immediately upon termination
     or death of the  participant  in the form of a single  sum.  The single sum
     equivalent  will  be  calculated  using  the  same  actuarial  factors  and
     assumptions  as used for the Basic  Plan.

3.4  The annual benefit payable hereunder at an Early Retirement Date as defined
     in the Basic Plan will be reduced using the same factors and assumptions in
     effect at the participant's actual retirement date, as defined in the Basic
     Plan.

                                   SECTION IV

                             DEATH BENEFITS PAYABLE

4.1  If a participant  eligible to commence benefits under the Basic Plan should
     die before  commencing  benefits  hereunder,  the  participant's  surviving
     spouse shall receive a benefit  determined in accordance  with Section III,
     as if the participant had retired,  had elected a Surviving Spouse Annuity,
     and commenced receiving a benefit on the first of the month coincident with
     or next  following  the date of his  death.

                                    SECTION V

                           DISABILTY BENEFITS PAYABLE

5.1  In the event the Committee  determines that a participant  becomes eligible
     for a disability retirement benefit under the Basic Plan, the participant's
     actual  retirement  date  shall  be the date  upon  which  the  participant
     commences to receive benefits under the Basic Plan.
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5.2  The annual disability  benefit will equal the retirement benefit that would
     be  payable  under  Section  III  of  this  Plan,   determined  as  of  the
     participant's actual retirement date.

5.3  The Committee  may require,  no more  frequently  than once in any calendar
     year,  that a disabled  participant  submit medical  evidence of disability
     satisfactory  to the Committee.  The Committee will have sole discretion to
     discontinue  eligibility for a disability  benefit based on a consideration
     of such evidence or lack thereof.

                                   SECTION VI

                                  MISCELLANEOUS

6.1  The committee may, in its sole discretion, terminate, suspend or amend this
     Plan at any time or from time to time, in whole or in part. No termination,
     suspension,  or amendment  of the Plan will affect a retired  participant's
     right or the right of a  surviving  spouse to continue to receive a benefit
     in  accordance  with this  Plan as in  effect on the date such  participant
     commenced  to  receive  a  benefit  under  this  Plan.   In  addition,   no
     termination,  suspension,  or  amendment  of the  Plan  will,  without  the
     affected  participant's  consent,  or the  consent  of  such  participant's
     surviving  spouse,  reduce the benefit  hereunder of a participant  who has
     completed  five (5) years of service with the Company.  The  provisions  of
     this  Section 6.1 shall be  subordinate  to the  provisions  of Section 2.2
     concerning forfeiture of benefits.

6.2  Nothing  contained  herein will confer upon any participant the right to be
     retained in the service of the Company to discharge or otherwise  deal with
     participants without regard to the existence of this Plan.

6.3  This Plan is  unfunded,  and the Company  will make Plan  benefit  payments
     solely on a current disbursement basis.

6.4  To the maximum extent permitted by law, no benefit under this Plan shall be
     assignable or subject to any manner to alienation,  sale, transfer,  claims
     of creditors,  pledge,  attachment  or  encumbrances  of any kind.

6.5  The  Committee  may  adopt  rules  and  regulations  to  assist  it in  the
     administration of the Plan.


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6.6  Each  participant  may receive a copy of this Plan and the  Committee  will
     make  available for  inspection by any  participant a copy of the rules and
     regulations used by the Committee in administering  the Plan.

6.7  This Plan is established under and will be construed  according to the laws
     of the State of New York.

     IN WITNESS  WHEREOF,  the  foregoing  Plan 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  23rd
     day of August, 2000.


                                          AGRILINK FOODS, INC.



                                    By: /s/ Lois Warlick-Jarvie
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