Agrilink Foods, Inc.
Equity Value Plan
As Amended and Restated Effective August 23, 2000
AGRILINK FOODS, INC.
EQUITY VALUE PLAN
AS AMENDED AND RESTATED EFFECTIVE August 23, 2000
1. PURPOSE. The purpose of the Agrilink Foods, Inc. Equity Value Plan (the "Plan") is to incent its officers and
other key employees who are primarily responsible for the management of the business to create and improve the
long-term value of the company, and to align management's financial objectives with those of the company's
owners and stakeholders. It is intended that this objective will be effected through the granting of units of
"phantom stock", (hereafter referred to as "EVP units"). It is the intent of the Agrilink Foods, Inc. (the
"Company") that the Plan shall constitute a "top hat plan" for a select group of management employees, as such
term is used in the Employee Retirement Income Security Act of 1974. The Plan is a cash-based compensation
program. No securities are actually issued to the participating employees. Rather, EVP units are created. These
EVP units have a value, in this case based on a formula which incorporates various performance factors. The
value of the EVP units fluctuates based on the performance of the Company. The criteria which control unit
values fluctuate in a manner similar to the performance criteria which normally impact a Company's stock value.
2. ADMINISTRATION AND INTERPRETATION OF THE PLAN. The Plan shall be administered by the
Phantom Stock Plan Committee (the "Committee") which shall consist of at least three (3) employees of the
Company. The members of the Committee shall be appointed by and shall serve at the pleasure of the Agrilink
Foods, Inc. Board of Directors (the "Board"). The Committee shall have the authority to adopt rules and
regulations for carrying out the Plan, and shall conclusively determine all questions and disputes involving the
interpretation or construction of the Plan unless otherwise determined by the Board.