S-8

As Filed With the Securities and Exchange Commission on May 14, 2010

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

_________________

Seneca Foods Corporation

(Exact name of registrant as specified in its charter)

New York                                                  16-0733425

(State of Incorporation)                       (I.R.S. Employer Identification No.)

3736 South Main Street

Marion, New York 14505

(315) 926-8100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

Seneca Foods Corporation Executive Profit Sharing Plan

Seneca Foods Corporation Manager Profit Sharing Plan

(Full title of the plans)

_________________

Kraig H. Kayser

President and Chief Executive Officer

3736 South Main Street

Marion, New York 14505

(315) 926-8100

 (Name, address, including zip code, and telephone number, including area code of agent for service)

_________________

Copies to:

Michael C. Donlon, Esq.

Jaeckle Fleischmann & Mugel, LLP

Twelve Fountain Plaza

Buffalo, New York  14202

(716) 856-0600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  [  ]                                                                           Accelerated filer  [X]

Non-accelerated filer  [  ]                                                                           Smaller reporting company  [  ]

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Class A common stock, $0.25 par value per share Class B common stock, $0.25 par value per share	500,000	Various	$15,785,000	$1,126

(1)   The Seneca Foods Corporation Executive Profit Sharing Plan and the Seneca Foods Corporation Manager Profit Sharing Plan each provides for the issuance of Class A Common Stock or Class B Common Stock, or a combination of those classes of common stock.

(2)   Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the average of the high and low prices, as reported by the NASDAQ Global Market, of the shares of Class A Common Stock on May 10, 2010.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an aggregate of 500,000 shares of Class A common stock, par value $0.25 per share and/or Class B common stock, par value $0.25 per share, of Seneca Foods Corporation which have been reserved for issuance under the Seneca Foods Corporation Executive Profit Sharing Plan and the Seneca Foods Corporation Manager Profit Sharing Plan (each a “Plan” and collectively, the “Plans”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the Instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of shares of Class A common stock and shares of Class B common stock of Seneca Foods Corporation pursuant to the Plans.  The documents containing the information required by Part I of the Registration Statement and required to be delivered to employees pursuant to Rule 428(b) under the Securities Act of 1933, as amended, will be sent or given to participants in the Plans.

Additionally, participants in thePlans are entitled to the documents incorporated by reference in Item 3 of Part II of this Registration Statement, without charge, upon written or oral request. Such requests should be directed to Seneca Foods Corporation; Attention: Corporate Benefits Manager, 3736 South Main Street, Marion, New York 14505 (telephone:  (315) 926-8100).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.  

Seneca Foods Corporation (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents filed by it with the Securities and Exchange Commission:

·   Our annual report on Form 10-K for the year ended March 31, 2009;

·   Our quarterly reports on Form 10-Q for the quarterly periods ended June 27, 2009, September 26, 2009 and December 26, 2009;

·   Our current reports on Form 8-K filed with the SEC on July 9, 2009, July 15, 2009, July 17, 2009, October 2, 2009 and October 30, 2009; and

·   The description of our Class A common stock and Class B common stock included in our Registration Statement on Form S-3 filed with the SEC on May 14, 2010 and all amendments and reports updating that description.

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In addition, all documents filed by the Registrant subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and  prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents.  Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporat ed by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable (the Class A and Class B Common Stock are registered under Section 12 of the Exchange Act).

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers

Our Charter provides that we are required to indemnify each and every officer or director of the Company, even those whose term has expired, for any and all expenses actually and necessarily incurred by such director or officer in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been a director or officer of the Company.  We are not required to indemnify a director or officer for matters as to which such officer or director is adjudged to be liable for neglect or misconduct in the performance of his duties as director or officer.  Further, the rights of the officers or directors to indemnification are not exclusive of any other rights to which an officer or director of the Company is entitled.

Under our Bylaws, as amended (the “Bylaws”), the Company has the authority to indemnify its directors and officers to the fullest extent permitted by the New York Business Corporation Law (the “BCL”).  The Bylaws, reflecting New York law, extend such protection to any person made or threatened to be made a party to any action or proceeding, including an action by or in the right of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, which any director, officer or employee of the Company served in any capacity at the request of the Company, by reason of the fact that such director or officer, his testator or intestate, is or was a director or officer of the Company or is or was serving such enterprise at the request of the Company.  The Bylaws provide that such indemnification may be authorized pursuant to the terms and conditions of (i) a resolution of shareholders; (ii) a resolution of the Board of Directors; (iii) an agreement providing for such indemnification; or (iv) any judicial or other legal authority which entitles the director, officer or employee to such indemnification.

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The BCL provides that, if successful on the merits or otherwise, an officer or director is entitled to indemnification by the Company against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of such action or proceeding, or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or at least not opposed to, the best interests of the Company.  The termination of any action or proceeding by judgment, settlement, conviction or plea of nolo contendere, or its equivalent, does not itself create the presumption that such director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the Com pany or that he had reasonable cause to believe that his conduct was unlawful.

If a corporation fails to provide indemnification to its directors or officers, the BCL provides that despite any contrary resolution of the board of directors or shareholders, indemnification may be awarded by application to the appropriate judicial authority.  Application for such court-ordered indemnification may be made either in the civil action or proceeding in which the expenses were incurred or other amounts were paid or to the supreme court in a separate proceeding.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See the Exhibit Index, which is incorporated herein by reference.

Item 9.Undertakings

(a)           The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price repre sent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling pers on in connection with the securities being registered, the Registrant will, unless in the opinion of  its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Marion, New York, on May 14, 2010.

SENECA FOODS CORPORATION

By:  /s/ Kraig H. Kayser

Kraig H. Kayser

President and Chief Executive Officer

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POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Kraig H. Kayser and Roland E. Breunig, acting individually, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and one or more related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each attorney-in-fact and agent, full power and authority to do and perform each such and every a ct and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and the foregoing Powers of Attorney have been signed by the following persons in the capacities indicated on May 14, 2010.

Signature	Title
/s/ Arthur S. Wolcott Arthur S. Wolcott	Chairman and Director
/s/ Kraig H. Kayser Kraig H. Kayser	President, Chief Executive Officer and Director
/s/ Roland E. Breunig Roland E. Breunig	Chief Financial Officer and Treasurer
/s/ Jeffrey L. Van Riper Jeffrey L. Van Riper	Vice President, Controller and Secretary (Principal Accounting Officer)
/s/ Arthur H. Baer Arthur H. Baer	Director
/s/ Robert T. Brady Robert T. Brady	Director
/s/ John P. Gaylord John P. Gaylord	Director
/s/ Susan A. Henry Susan A. Henry	Director
/s/ G. Brymer Humphreys G. Brymer Humphreys	Director
/s/ Thomas Paulson Thomas Paulson	Director
/s/ Susan W. Stuart Susan W. Stuart	Director

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EXHIBIT INDEX

Exhibit Number                                Description

5 Opinion of Jaeckle Fleischmann & Mugel, LLP (filed herewith)

23.1 Consent of BDO Seidman, LLP (filed herewith)

23.2 Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5)

 24. Power of Attorney (included on signature page)

99.1  Seneca Foods Corporation Executive Profit Sharing Plan (filed herewith)

 99.2 Seneca Foods Corporation Manager Profit Sharing Plan (filed herewith)

EX-5

Jaeckle Fleischmann & Mugel, LLP |   12 Fountain Plaza   |   Buffalo, NY 14202-2292   |   Tel 716.856.0600   |   Fax 716.856.0432

Exhibit 5

May 14, 2010

Seneca Foods Corporation

3736 South Main Street

Marion, New York 14505

Re:           Registration Statement on Form S-8

Seneca Foods Corporation Executive Profit Sharing Plan and the

Seneca Foods Corporation Manager Profit Sharing Plan (the “Plans”)

Ladies and Gentlemen:

We have acted as counsel to Seneca Foods Corporation (the “Company”) in connection with the issuance or proposed issuance of up to 500,000 shares (the “Shares”) of Class A or Class B common stock, par value $0.25 per share, of the Company under the Plans.

We have examined the above-referenced Registration Statement and we are familiar with the documents referred to therein, as well as the Company’s Certificate of Incorporation and Bylaws, each as amended to date and other relevant documents, and we have made such investigation with respect to the Company’s corporate affairs as we have deemed necessary in order for us to render the opinion herein set forth.

We have examined the proceedings heretofore taken and we are informed as to the procedures proposed to be followed by the Company in connection with the authorization, issuance and sale of the Shares pursuant to the Plans.  In our opinion, the Shares to be issued by the Company under and in accordance with the Plans will be, when issued and paid for in accordance with the Plans and the Registration Statement and the exhibits thereto, legally issued, fully paid and non-assessable.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement on Form S-8.

Very truly yours,

/s/ Jaeckle Fleischmann & Mugel, LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Seneca Foods Corporation

Marion, New York

We hereby consent to the incorporation by reference in this Registration Statement of our reports dated June 10, 2009, relating to the consolidated financial statements, the effectiveness of Seneca Food Corporation’s internal control over financial reporting, and schedule of Seneca Foods Corporation appearing in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO Seidman, LLP

Milwaukee, Wisconsin

May 14, 2010

EX-99.1

Exhibit 99.1

SENECA FOODS CORPORATION

Executive Profit Sharing Bonus Plan

(As Amended and Restated)

1.           PRELIMINARY MATTERS

1.1 Name – The Plan evidenced by this instrument shall be known as the Seneca Foods Corporation Executive Profit Sharing Bonus Plan.

1.2 Purpose – This Plan is designed as a bonus plan to provide for the payment of profit sharing benefits to Eligible Employees.

1.3         Effective Date – This plan  as amended and restated shall be effective April 1, 2009.

The plan was originally effective April 1, 2006.

2.           DEFINITIONS

2.1 “Aged Stock” means all inventories which are purchased or produced during the pack season that began 18 months or longer before the end of the fiscal year for which the bonus pertains, with the exception of pumpkin which shall be 24 months or longer before the end of the fiscal year for which the bonus pertains.

2.2 “Base Salary” means the base salary paid to an employee during the fiscal year and while the employee was an Eligible Employee.

2.3 “Board of Directors” means the Board of Directors of the Corporation.

2.4 “Bonus Base” means the amount calculated as such under Section 3.2.

2.5 “Bonus Pool” means the calculated amount available for distribution in any fiscal year pursuant to this Plan.

2.6 “Class A Common Stock” means the Class A common stock, $0.25 par value, of the Corporation.

2.7 “Class B Common Stock” means the Class B common stock, $0.25 par value, of the Corporation.

2.8 “Common Stock” means Class A Common Stock and Class B Common Stock or either of those classes of the Corporation’s common stock.

2.9         “Corporation” means Seneca Foods Corporation.

2.10 “Disability” means the inability to engage in any occupation or employment for remuneration or profit that would qualify an employee for disability benefits under the Federal Social Security Act.

2.11 “Division” means any present or future division of the Corporation or a Subsidiary.

2.12 “Eligible Employee” means an employee employed by the Corporation or a Subsidiary in one of the eligible positions, which are determined by the Executive Committee in its discretion.

2.13 “Executive Committee” means the committee consisting of senior executives of the Corporation as appointed by the Board of Directors from time to time.

2.14 “Loss Year” means a fiscal year in which a loss had occurred or for which a loss carryforward shall apply.

2.15 “Normal Retirement” means an employee’s retirement at age 65 or at any earlier age approved by the Executive Committee with specific reference to this Plan.

2.16 “Plan” means the Seneca Foods Corporation Executive Profit Sharing Bonus Plan as set forth in this document, as amended from time to time.

2.17 “Subsidiary” means any entity of which a majority of any class of equity security or ownership interest is owned, directly or indirectly, by the Corporation.

3.           ALLOCATION OF PROFITS

3.1 Allocation Formula – For each fiscal year, the Corporation shall calculate the Bonus Base.  If Pre-Tax Profit as defined in Section 3.3 for the fiscal year equals or exceeds the Bonus Base, all Eligible Employees shall be eligible to receive payment of a bonus under the Plan.  The amount of the bonus shall be determined by the level at which the Pre-Tax Profit exceeds the Bonus Base, according to the schedule in Section 3.2.2, subject to  Sections 3.2.3, 3.4, and 4.  If the Bonus Base exceeds Pre-Tax Profit, then no bonuses shall be paid under the Plan.

3.2           Calculation of Bonus Base – The Bonus Base shall equal the sum of

i.         7.5 percent of Prior Year End Net Worth and

ii. the aggregate bonus amounts that would be payable under this Plan for the year if the bonus rate for the year were 10 percent of Base Salary.

3.2.1 Prior Year End Net Worth – Prior Year End Net Worth shall equal the consolidated net worth of the Corporation as of the end of the prior fiscal year, as stated in the annual report for that year, as adjusted to reflect the net worth of the Corporation on a FIFO (First-In, First-Out) basis and further adjusted in the discretion of the Chief Executive Officer to reflect significant sales or acquisitions of corporate assets and other extraordinary items, and changes in accounting standards during the current fiscal year.

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3.2.2 Bonus Amounts – If the Pre-Tax Profit for the fiscal year equals the sum of the amounts described in columns (A) and (B) for a given level below, then the bonus payments for the fiscal year shall be the percentage of Base Salary described in column (C) for that level, subject to Sections 3.2.3, 3.4, and 4:

(A) Amount Equal to This Percentage of Prior Year End Net Worth	(B) Amount Equal to This Percentage of Eligible Employees’ Aggregate Base Salary	(C) Bonus as Percentage of Base Salary
7.5%	10%	10%
10.0%	15%	15%
12.5%	20%	20%
15.0%	25%	25%
20.0%	50%	50%

The bonus of the Corporation’s executive officers shall be determined by the Compensation Committee of the Board of Directors and will come out of the same Bonus Pool.

The Corporate Human Resource Department shall administer the bonus plan to ensure that no more than the available Bonus Pool is used.  Any unused portion of the Bonus Pool shall remain with the Corporation.

3.2.3 Carryforward Losses – In the event that the Corporation has a Loss Year (without regard to non-operating gains or losses resulting from extraordinary events such as the sale of a significant part of a Division’s fixed assets), the full amount of the loss must be earned back in future years by adding it to the Bonus Base before any profit is recognized for profit sharing.

Example:	Year 1			Year 2			Year 3
Pre-Tax profit (loss)		(2,000	)		5,000			5,500
Reg.  Bonus Base (7.5%)		(4,000	)		(4,000	)		(4,000	)
Loss carryforward (prior)		-			(2,000	)		-
Actual Bonus Base		(6,000	)		(1,000	)		1,500
Loss carryforward		(2,000	)		0			0
Bonus		0			0		As calculated

3.3 Pre-Tax Profit – Pre-Tax Profit shall mean profit before provision for Federal and State income and franchise tax and before provision for bonuses paid under the Plan.  Pre-Tax Profit shall be based on final figures for the fiscal year after all audit adjustments and final corporate allocations, and shall not include non-operating gains or losses resulting from extraordinary events such as the sale of a significant part of the fixed assets of the Corporation, any Subsidiary or a Division, the valuation of Aged Stock inventories, or changes in acquisition related reserves for which such changes are due to pre-acquisition activities of the acquired company.  In addition, as the Corporation elected to move to a LIFO (Last-In, First-Out) basis for inventory valuation purposes effective Fiscal 2008, Pre-Tax Profits and the Bonu s Base shall be adjusted to reflect the net worth of the Corporation on a FIFO (First-In, First-Out) basis for purposes of calculating performance under this Plan.  The statutory U.S. corporate tax rate for the year shall be used to calculate the adjustment to consolidated tangible net worth on a FIFO basis for such year.  It will be the sole discretion of the Chief Executive Officer as to the definition of non-operating gains, Aged Stock and acquisition-related reserves.

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3.4 Authority to Determine Amounts Taken into Account and Amounts Payable – The Executive Committee shall make all determinations regarding the amounts of the Corporation’s Prior Year End Net Worth, Pre-Tax Profit, carryforward losses and other factors that enter into bonus computations under the Plan, and its determinations shall be final.  The Executive Committee may decide, in its discretion, before the end of the fiscal year to decrease the amount otherwise payable to any Eligible Employee for that fiscal year, and its decisions need not be uniform with respect to similarly situated employees and shall be final; provided, however, that the bonus of the Corporation’s executive officers shall be determined by the Compensation Committee of the Board of Directors.

4. PAYMENT OF BENEFITS

4.1 Form of Payment – All amounts payable under this Plan shall be paid at the direction of the Executive Committee or, with respect to the Corporation’s executive officers, at the direction of the Compensation Committee of the Board of Directors, in a lump sum in cash, subject to Section 4.3.

4.2 Timing of Payment – All amounts payable under this Plan shall be paid within 75 days after the end of the fiscal year to which the bonus relates.  No bonus shall be paid to any employee who is not employed by the Corporation on the last day of the fiscal year and who terminated employment with the Corporation for reasons other then a Normal Retirement, Disability or death.

4.3 Election to Receive Bonus in Shares of Common Stock.

4.3.1 Election Procedure – Each Eligible Employee may elect to forego receipt of all or a portion of the bonus otherwise payable in cash under Section 4.1 in exchange for Common Stock issued under this Plan.  The number of shares of Common Stock received by any Eligible Employee with respect to a payment date described in Section 4.2 shall equal the amount of foregone cash bonus less the amount required to satisfy the Corporation’s tax withholding obligations with respect to the foregone cash bonus, divided by the Fair Market Value (as defined below) of a share of Common Stock on the relevant payment date, rounded down to the nearest whole share, with the dollar amount of any fractional share paid in cash on the payment date.  For the purpose of this Plan, the Fair Market Value of a share of Common Stock on a given date sh all be the consolidated closing bid price on that date as reported by the NASDAQ Stock Market or, if greater, the mean between the closing bid and asked prices for that date.  If there are no Common Stock transactions on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were Common Stock transactions

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4.3.2 Election – An Eligible Employee may elect Common Stock in place of cash by submitting a written or electronic election to the Chief Administrative Officer of the Corporation, in such form as the Corporation determines, by the date established by the Executive Committee for the year to which the election relates.

4.3.3 Inside Information – Any election made by an Eligible Employee shall be made (i) during an open trading window when the Eligible Employee is not in possession of material nonpublic information, and (ii) in accordance with the Corporation’s “Policy Regarding Trading in Securities”, or similar successor policy.

4.3.4 Share Shortfalls – If any election under this Plan would cause the number of shares of Common Stock required to be issued under this Plan to exceed the authorized shares, then any then current elections of Eligible Employees shall be reduced or disregarded to the extent necessary, as determined by the Executive Committee in an equitable manner, to avoid exceeding the authorized shares.  No further elections shall be made or shall be valid until such time, if any, as additional shares of Common Stock become available for purchase under this Plan.

4.3.5 Delivery of Shares – As soon as practicable after the relevant payment date, but in no event later than June 30th following that payment date, the Corporation shall cause a share certificate to be issued to, or an entry to be made in the authorized brokerage account of, each participating Eligible Employee for the number of shares of Common Stock due to him or her pursuant to an election.  No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued or authorized brokerage account entry made.

4.4 Shares Available Under the Plan.

4.4.1 Number of Authorized Shares – There are reserved for issuance pursuant to this Plan 500,000 shares of the Corporation’s Common Stock.  The Executive Committee shall determine whether to issue Class A Common Stock or Class B Common Stock in each year under this Plan and such determination shall be communicated to Eligible Employees prior to any election pursuant to Section 4.3.2.

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4.4.2 Adjustments in Authorized Shares – If a dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event affects the Corporation’s Class A Common Stock or Class B Common Stock, then the Executive Committee shall, in such manner as it may determine equitable, substitute or adjust any or all of the remaining limits on the number and kind of shares available under the Plan.

5.           PLAN ADMINISTRATION

5.1 Executive Committee – Except as otherwise provided herein, the Executive Committee and its members shall have full authority and responsibility to control and manage the operation and administration of the Plan.

5.2 Powers – The Executive Committee shall have the exclusive right to interpret the Plan (but not modify or amend the Plan) and to decide any and all questions arising in the administration, interpretation and application of the Plan.  The Executive Committee shall establish whatever rules it finds necessary for the operation and administration of the Plan and shall endeavor to apply such rules in its decisions so as not to discriminate in favor of any person.  The decisions of the Executive Committee or its action with respect to the Plan shall be conclusive and binding upon the Corporation and all persons having or claiming to have any right or interest in or under the Plan.

5.3 Indemnification – Each person who is or has been a member of the Executive Committee shall be indemnified by the Corporation against expenses (including amounts paid in settlement with the approval of the Corporation) reasonably incurred by him in conjunction with any action, suit or proceeding to which he may be a party or with which he may be threatened by reason of his being, or having been, a member of the Executive Committee and he shall be adjudged in such action, suit or proceeding to be liable for negligence or willful misconduct in the performance of his duty as such member of the Executive Committee.  The foregoing right of indemnification shall be in addition to any other right to which any such member of the Executive Committee may be entitled to as a matter of law.

5.4 Meetings – The Executive Committee shall hold meetings upon such notice, at such place or places and at such time or times as they may determine.  A majority of members of the Executive Committee shall constitute a quorum for the transaction of business.  All resolutions or other actions taken by the Executive Committee shall be by a vote of a majority of those present at a meeting of the Executive Committee at which a quorum shall be present or, if they act without a meeting, in writing by all members of the Committee.

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5.5 Compensation – No member of the Executive Committee shall receive any compensation for his services, but the Corporation may reimburse any member for any necessary expenses incurred.

5.6 Records – The Executive Committee shall maintain accounts showing the fiscal transaction of the Plan.  The Executive Committee shall have a report prepared annually giving a brief account of the operation of the Plan for the past year.  Such reports shall be submitted to the Board of Directors.

6.           AMENDMENT AND TERMINATION OF THE PLAN

6.1 Amendment – The Corporation may amend the Plan at any time or from time to time by an instrument in writing executed with the same formality as this instrument.

6.2 Termination – The Plan is intended by the Corporation to be a permanent program for the provision of profit sharing benefits for its employees.  The Corporation nevertheless reserves the right to terminate the Plan at any time and for any reason.  Such termination shall be effected by a written instrument executed by the Corporation with the same formality as this instrument.

7.           MISCELLANEOUS

7.1 No Rights Conferred – The adoption and maintenance of the Plan shall not be deemed to constitute a contract between the Corporation and any employee or to be a consideration for, an inducement to or condition of, any employment of any person.  Nothing herein contained shall be deemed to (a) give to any employee the right to be retained in the employment of the Corporation (b) interfere with the right of the Corporation to discharge any employee at any time (c) give to the Corporation the right to require any employee to remain in its employ (d) interfere with any employee’s right to terminate his employment with the Corporation at any time.

7.2 Spendthrift Provision – Except to the extent that this provision may be contrary to law, the right of employees under the Plan shall not be subject to assignment, attachment, garnishment or alienation in any form.

7.3 Impossibility of Performance – In the event that it becomes impossible for the Corporation to perform any act under the Plan, that act shall be performed which in the judgment of the Corporation will most nearly carry out the intent and purpose of the Plan.

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7.4 Governing Law – All legal questions pertaining to the Plan shall be determined in accordance with the laws of New York State except when those laws are preempted by the laws of the United States of America.

IN WITNESS WHEREOF, Seneca Foods Corporation has caused this instrument to be executed this __28th___ day of _January, 2010.

SENECA FOODS CORPORATION

By _/s/Kraig H. Kayser______________

Kraig H. Kayser

President and Chief Executive Officer

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EX-99.2

Exhibit 99.2

SENECA FOODS CORPORATION

Manager Profit Sharing Bonus Plan

(As Amended and Restated)

1.           PRELIMINARY MATTERS

1.1 Name – The Plan evidenced by this instrument shall be known as the Seneca Foods Corporation Manager Profit Sharing Bonus Plan.

1.2 Purpose – This Plan is designed as a bonus plan to provide for the payment of profit sharing benefits to Eligible Employees.

1.3         Effective Date – This plan  as amended and restated shall be effective April 1, 2009.

The plan was originally effective April 1, 2006.

2.           DEFINITIONS

2.1 “Aged Stock” means all inventories which are purchased or produced during the pack season that began 18 months or longer before the end of the fiscal year for which the bonus pertains, with the exception of pumpkin which shall be 24 months or longer before the end of the fiscal year for which the bonus pertains.

2.2 “Base Salary” means the base salary paid to an employee during the fiscal year and while the employee was an Eligible Employee.

2.3 “Board of Directors” means the Board of Directors of the Corporation.

2.4 “Bonus Base” means the amount calculated as such under Section 3.2.

2.5 “Bonus Pool” means the calculated amount available for distribution in any fiscal year pursuant to this Plan.

2.6 “Class A Common Stock” means the Class A common stock, $0.25 par value, of the Corporation.

2.7 “Class B Common Stock” means the Class B common stock, $0.25 par value, of the Corporation.

2.8 “Common Stock” means Class A Common Stock and Class B Common Stock or either of those classes of the Corporation’s common stock.

2.9         “Corporation” means Seneca Foods Corporation.

2.10 “Disability” means the inability to engage in any occupation or employment for remuneration or profit that would qualify an employee for disability benefits under the Federal Social Security Act.

2.11 “Division” means any present or future division of the Corporation or a Subsidiary.

2.12 “Eligible Employee” means an employee employed by the Corporation or a Subsidiary in one of the eligible positions, which are determined by the Executive Committee in its discretion.

2.13 “Executive Committee” means the committee consisting of senior executives of the Corporation as appointed by the Board of Directors from time to time.

2.14 “Loss Year” means a fiscal year in which a loss had occurred or for which a loss carryforward shall apply.

2.15 “Normal Retirement” means an employee’s retirement at age 65 or at any earlier age approved by the Executive Committee with specific reference to this Plan.

2.16 “Plan” means the Seneca Foods Corporation Executive Profit Sharing Bonus Plan as set forth in this document, as amended from time to time.

2.17 “Subsidiary” means any entity of which a majority of any class of equity security or ownership interest is owned, directly or indirectly, by the Corporation.

3.           ALLOCATION OF PROFITS

3.1 Allocation Formula – For each fiscal year, the Corporation shall calculate the Bonus Base.  If Pre-Tax Profit as defined in Section 3.3 for the fiscal year equals or exceeds the Bonus Base, all Eligible Employees shall be eligible to receive payment of a bonus under the Plan.  The amount of the bonus shall be determined by the level at which the Pre-Tax Profit exceeds the Bonus Base, according to the schedule in Section 3.2.2, subject to  Sections 3.2.3, 3.4, and 4.  If the Bonus Base exceeds Pre-Tax Profit, then no bonuses shall be paid under the Plan.

3.2           Calculation of Bonus Base – The Bonus Base shall equal the sum of

i.         7.5 percent of Prior Year End Net Worth and

ii. the aggregate bonus amounts that would be payable under this Plan for the year if the bonus rate for the year were 5 percent of Base Salary.

3.2.1 Prior Year End Net Worth – Prior Year End Net Worth shall equal the consolidated net worth of the Corporation as of the end of the prior fiscal year, as stated in the annual report for that year, as adjusted to reflect the net worth of the Corporation on a FIFO (First-In, First-Out) basis and further adjusted in the discretion of the Chief Executive Officer to reflect significant sales or acquisitions of corporate assets and other extraordinary items, and changes in accounting standards during the current fiscal year.

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3.2.2 Bonus Amounts – If the Pre-Tax Profit for the fiscal year equals the sum of the amounts described in columns (A) and (B) for a given level below, then the bonus payments for the fiscal year shall be the percentage of Base Salary described in column (C) for that level, subject to Sections 3.2.3, 3.4, and 4:

(A) Amount Equal to This Percentage of Prior Year End Net Worth			(B) Amount Equal to This Percentage of Eligible Employees’ Aggregate Base Salary			(C) Bonus as Percentage of Base Salary
	7.5	%		5	%		5	%
	10.0	%		7.5	%		7.5	%
	20.0	%		15	%		15	%

The Corporate Human Resource Department shall administer the bonus plan to ensure that no more than the available Bonus Pool is used.  Any unused portion of the Bonus Pool shall remain with the Corporation.

3.2.3 Carryforward Losses – In the event that the Corporation has a Loss Year (without regard to non-operating gains or losses resulting from extraordinary events such as the sale of a significant part of a Division’s fixed assets), the full amount of the loss must be earned back in future years by adding it to the Bonus Base before any profit is recognized for profit sharing.

Example:	Year 1			Year 2			Year 3
Pre-Tax profit (loss)		(2,000	)		5,000			5,500
Reg.  Bonus Base (7.5%)		(4,000	)		(4,000	)		(4,000	)
Loss carryforward (prior)		-			(2,000	)		-
Actual Bonus Base		(6,000	)		(1,000	)		1,500
Loss carryforward		(2,000	)		0			0
Bonus		0			0		As calculated

3.3 Pre-Tax Profit – Pre-Tax Profit shall mean profit before provision for Federal and State income and franchise tax and before provision for bonuses paid under the Plan.  Pre-Tax Profit shall be based on final figures for the fiscal year after all audit adjustments and final corporate allocations, and shall not include non-operating gains or losses resulting from extraordinary events such as the sale of a significant part of the fixed assets of the Corporation, any Subsidiary or a Division, the valuation of Aged Stock inventories, or changes in acquisition related reserves for which such changes are due to pre-acquisition activities of the acquired company.  In addition, as the Corporation elected to move to a LIFO (Last-In, First-Out) basis for inventory valuation purposes effective Fiscal 2008, Pre-Tax Profits and the Bonu s Base shall be adjusted to reflect the net worth of the Corporation on a FIFO (First-In, First-Out) basis for purposes of calculating performance under this Plan.  The statutory U.S. corporate tax rate for the year shall be used to calculate the adjustment to consolidated tangible net worth on a FIFO basis for such year.  It will be the sole discretion of the Chief Executive Officer as to the definition of non-operating gains, Aged Stock and acquisition-related reserves.

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3.4 Authority to Determine Amounts Taken into Account and Amounts Payable – The Executive Committee shall make all determinations regarding the amounts of the Corporation’s Prior Year End Net Worth, Pre-Tax Profit, carryforward losses and other factors that enter into bonus computations under the Plan, and its determinations shall be final.  The Executive Committee may decide, in its discretion, before the end of the fiscal year to decrease the amount otherwise payable to any Eligible Employee for that fiscal year, and its decisions need not be uniform with respect to similarly situated employees and shall be final.

4. PAYMENT OF BENEFITS

4.1 Form of Payment – All amounts payable under this Plan shall be paid at the direction of the Executive Committee, in a lump sum in cash, subject to Section 4.3.

4.2 Timing of Payment – All amounts payable under this Plan shall be paid within 75 days after the end of the fiscal year to which the bonus relates.  No bonus shall be paid to any employee who is not employed by the Corporation on the last day of the fiscal year and who terminated employment with the Corporation for reasons other then a Normal Retirement, Disability or death.

4.3 Election to Receive Bonus in Shares of Common Stock.

4.3.1 Election Procedure – Each Eligible Employee may elect to forego receipt of all or a portion of the bonus otherwise payable in cash under Section 4.1 in exchange for Common Stock issued under this Plan.  The number of shares of Common Stock received by any Eligible Employee with respect to a payment date described in Section 4.2 shall equal the amount of foregone cash bonus less the amount required to satisfy the Corporation’s tax withholding obligations with respect to the foregone cash bonus, divided by the Fair Market Value (as defined below) of a share of Common Stock on the relevant payment date, rounded down to the nearest whole share, with the dollar amount of any fractional share paid in cash on the payment date.  For the purpose of this Plan, the Fair Market Value of a share of Common Stock on a given date sh all be the consolidated closing bid price on that date as reported by the NASDAQ Stock Market or, if greater, the mean between the closing bid and asked prices for that date.  If there are no Common Stock transactions on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were Common Stock transactions

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4.3.2 Election – An Eligible Employee may elect Common Stock in place of cash by submitting a written or electronic election to the Chief Administrative Officer of the Corporation, in such form as the Corporation determines, by the date established by the Executive Committee for the year to which the election relates.

4.3.3 Inside Information – Any election made by an Eligible Employee shall be made (i) during an open trading window when the Eligible Employee is not in possession of material nonpublic information, and (ii) in accordance with the Corporation’s “Policy Regarding Trading in Securities”, or similar successor policy.

4.3.4 Share Shortfalls – If any election under this Plan would cause the number of shares of Common Stock required to be issued under this Plan to exceed the authorized shares, then any then current elections of Eligible Employees shall be reduced or disregarded to the extent necessary, as determined by the Executive Committee in an equitable manner, to avoid exceeding the authorized shares.  No further elections shall be made or shall be valid until such time, if any, as additional shares of Common Stock become available for purchase under this Plan.

4.3.5 Delivery of Shares – As soon as practicable after the relevant payment date, but in no event later than June 30th following that payment date, the Corporation shall cause a share certificate to be issued to, or an entry to be made in the authorized brokerage account of, each participating Eligible Employee for the number of shares of Common Stock due to him or her pursuant to an election.  No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued or authorized brokerage account entry made.

4.4 Shares Available Under the Plan.

4.4.1 Number of Authorized Shares – There are reserved for issuance pursuant to this Plan 500,000 shares of the Corporation’s Common Stock, less the number of such shares issued under the Seneca Foods Corporation Executive Profit Sharing Bonus Plan.  The Executive Committee shall determine whether to issue Class A Common Stock or Class B Common Stock in each year under this Plan and such determination shall be communicated to Eligible Employees prior to any election pursuant to Section 4.3.2.

4.4.2 Adjustments in Authorized Shares – If a dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event affects the Corporation’s Class A Common Stock or Class B Common Stock, then the Executive Committee shall, in such manner as it may determine equitable, substitute or adjust any or all of the remaining limits on the number and kind of shares available under the Plan.

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5.           PLAN ADMINISTRATION

5.1 Executive Committee – Except as otherwise provided herein, the Executive Committee and its members shall have full authority and responsibility to control and manage the operation and administration of the Plan.

5.2 Powers – The Executive Committee shall have the exclusive right to interpret the Plan (but not modify or amend the Plan) and to decide any and all questions arising in the administration, interpretation and application of the Plan.  The Executive Committee shall establish whatever rules it finds necessary for the operation and administration of the Plan and shall endeavor to apply such rules in its decisions so as not to discriminate in favor of any person.  The decisions of the Executive Committee or its action with respect to the Plan shall be conclusive and binding upon the Corporation and all persons having or claiming to have any right or interest in or under the Plan.

5.3 Indemnification – Each person who is or has been a member of the Executive Committee shall be indemnified by the Corporation against expenses (including amounts paid in settlement with the approval of the Corporation) reasonably incurred by him in conjunction with any action, suit or proceeding to which he may be a party or with which he may be threatened by reason of his being, or having been, a member of the Executive Committee and he shall be adjudged in such action, suit or proceeding to be liable for negligence or willful misconduct in the performance of his duty as such member of the Executive Committee.  The foregoing right of indemnification shall be in addition to any other right to which any such member of the Executive Committee may be entitled to as a matter of law.

5.4 Meetings – The Executive Committee shall hold meetings upon such notice, at such place or places and at such time or times as they may determine.  A majority of members of the Executive Committee shall constitute a quorum for the transaction of business.  All resolutions or other actions taken by the Executive Committee shall be by a vote of a majority of those present at a meeting of the Executive Committee at which a quorum shall be present or, if they act without a meeting, in writing by all members of the Committee.

5.5 Compensation – No member of the Executive Committee shall receive any compensation for his services, but the Corporation may reimburse any member for any necessary expenses incurred.

5.6 Records – The Executive Committee shall maintain accounts showing the fiscal transaction of the Plan.  The Executive Committee shall have a report prepared annually giving a brief account of the operation of the Plan for the past year.  Such reports shall be submitted to the Board of Directors.

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6.           AMENDMENT AND TERMINATION OF THE PLAN

6.1 Amendment – The Corporation may amend the Plan at any time or from time to time by an instrument in writing executed with the same formality as this instrument.

6.2 Termination – The Plan is intended by the Corporation to be a permanent program for the provision of profit sharing benefits for its employees.  The Corporation nevertheless reserves the right to terminate the Plan at any time and for any reason.  Such termination shall be effected by a written instrument executed by the Corporation with the same formality as this instrument.

7.           MISCELLANEOUS

7.1 No Rights Conferred – The adoption and maintenance of the Plan shall not be deemed to constitute a contract between the Corporation and any employee or to be a consideration for, an inducement to or condition of, any employment of any person.  Nothing herein contained shall be deemed to (a) give to any employee the right to be retained in the employment of the Corporation (b) interfere with the right of the Corporation to discharge any employee at any time (c) give to the Corporation the right to require any employee to remain in its employ (d) interfere with any employee’s right to terminate his employment with the Corporation at any time.

7.2 Spendthrift Provision – Except to the extent that this provision may be contrary to law, the right of employees under the Plan shall not be subject to assignment, attachment, garnishment or alienation in any form.

7.3 Impossibility of Performance – In the event that it becomes impossible for the Corporation to perform any act under the Plan, that act shall be performed which in the judgment of the Corporation will most nearly carry out the intent and purpose of the Plan.

7.4 Governing Law – All legal questions pertaining to the Plan shall be determined in accordance with the laws of New York State except when those laws are preempted by the laws of the United States of America.

IN WITNESS WHEREOF, Seneca Foods Corporation has caused this instrument to be executed this __28th___ day of _January, 2010.

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SENECA FOODS CORPORATION

By /s/Kraig H. Kayser________________

Kraig H. Kayser

President and Chief Executive Officer

JFM 973172v.1

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