Exhhibit 10.3



Agrilink Foods
Master Salaried Retirement Plan

Effective January 1, 2001





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

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


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                          TABLE OF CONTENTS (continued)

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Section 2
SERVICE.................................................................13
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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
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3.1      Eligibility....................................................17
3.2      Reemployed Participant.........................................18
3.3      Prior Plan Participant.........................................18

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

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

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

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


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                          TABLE OF CONTENTS (continued)

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

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

Section 7
DEATH BENEFITS..........................................................45
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7.1      Death Before Eligibility for Early Retirement..................45
7.2      Death After Eligibility for Early Retirement...................46

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

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

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

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

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

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



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                          TABLE OF CONTENTS (continued)

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Section 11
MISCELLANEOUS 54
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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






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                                 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.


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                                    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

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        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.

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        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

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        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:

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        (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.


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        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.


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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.

<PAGE>

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.



<PAGE>



        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.

<PAGE>


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.

<PAGE>

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).



<PAGE>


                                    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.

<PAGE>



        (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

<PAGE>



        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

<PAGE>

        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.


<PAGE>



                                    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.

<PAGE>


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.


<PAGE>



                                    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).


<PAGE>



                                    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

<PAGE>



                                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


<PAGE>

        (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

<PAGE>



                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

<PAGE>



                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

<PAGE>



                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.



<PAGE>



                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

<PAGE>



                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.



<PAGE>




        (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


<PAGE>

                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

<PAGE>



                        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.



<PAGE>



                        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

<PAGE>



                        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.

<PAGE>



                (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

<PAGE>




                        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,


<PAGE>
                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.



<PAGE>



                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,

<PAGE>



                        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%

<PAGE>


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,

<PAGE>



                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

<PAGE>



                        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

<PAGE>



                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.


<PAGE>




                                    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


<PAGE>

                        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

<PAGE>


                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.


<PAGE>



                                    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

<PAGE>



        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.


<PAGE>



                                    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.


<PAGE>



                                    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:


<PAGE>



        (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.

<PAGE>



                (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,

<PAGE>



        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.


<PAGE>


                                   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.


<PAGE>


                                       53
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.


<PAGE>


                                   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.


<PAGE>


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

<PAGE>




        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.



<PAGE>


                                   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:



<PAGE>



                              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.


<PAGE>


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

<PAGE>



                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

<PAGE>



                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: Lois Warlick-Jarvie
                            --------------------

ATTEST:


Karen A. Babey
--------------
<PAGE>


                                   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.


<PAGE>

                (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


<PAGE>

                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.

<PAGE>
                (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.