You are cordially invited to the 20102011 Annual Meeting of Shareholders of Seneca Foods Corporation (the “Company”), to be held on August 5, 20104, 2011 at 1:12:00 p.m.,Noon, Eastern Daylight Time, at the Company’s Offices, 3736 South Main Street, Marion, New York.York 14505.

Information about the Annual Meeting is included in the Notice of Annual Meeting of Shareholders and Proxy Statement which follow.

It is important that your shares of Common Stock be represented at the Annual Meeting.  Whether or not you plan to attend the Annual Meeting, I urge you to give your immediate attention to voting.  Please review the enclosed materials, sign and date the enclosed proxy card and return it promptly in the enclosed postage-paid envelope.

The 20102011 Annual Meeting of Shareholders of Seneca Foods Corporation (the “Company”) will be held at the Company’s Offices, 3736 South Main Street, Marion, New York 14505, on Thursday, August 5, 20104, 2011 at 1:12:00 p.m.,Noon, Eastern Daylight Time, for the following purposes:

Only shareholders of record at the close of business on June 25, 201024, 2011 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

The prompt return of your proxy will avoid delay and save the expense involved in further communication.  The proxy may be revoked by you at any time prior to its exercise, and the giving of your proxy will not affect your right to vote in person if you wish to attend the Annual Meeting.

The Board of Directors of Seneca Foods Corporation (the “Company”) is soliciting proxies to be voted at the Annual Meeting of Shareholders.  The Annual Meeting will be held Thursday, August 5, 2010,4, 2011, at 1:12:00 p.m.,Noon, Eastern Daylight Time, at the Company’s Offices, 3736 South Main Street, Marion, New York.York 14505.  This proxy statement summarizes the information you need to know to vote by proxy or in person at the Annual Meeting.  You do not need to attend the Annual Meeting in person in order to vote.

All record holders of the Company’s voting stock as of the close of business on June 25, 201024, 2011 (the “Record Date”) are entitled to vote at the Annual Meeting.  As of the Record Date, the following shares of voting stock were issued and outstanding: (i) 9,553,9659,607,809 shares of Class A common stock, $0.25 par value per share (“Class A Common Stock”); (ii) 2,177,9222,127,822 shares of Class B common stock, $0.25 par value per share (“Class B Common Stock”, and together with the Class A Common Stock, sometimes collectively referred to as the “Common Stock”); (iii) 200,000 shares of Six Percent (6%) Cumulative Voting Preferred Stock, $0.25 par value per share (“6% Preferred Stock”); (iv) 407,240 shares of 10% Cumulative Convertible Voting Preferred Stock - Series A, $0.25 stated value per share (“10% Series A Preferred Stock”); and (v) 400,000 shares of 10% Cumulative Convertible Voting Preferred Stock - Series B, $0.25 stated value per share (“10% Series B Preferred Stock”).

Each share of Class B Common Stock, 10% Series A Preferred Stock, and 10% Series B Preferred Stock is entitled to one vote on each item submitted to you for consideration.  Each share of Class A Common Stock is entitled to one-twentieth (1/20) of one vote on each item submitted to you for consideration.  Each share of 6% Preferred Stock is entitled to one vote, but only with respect to the election of directors.

It means that you have multiple accounts at the transfer agent or with stockbrokers. Please complete and return all proxy cards to ensure that all your shares are voted.

If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you.

You will be voting on Proposal One regarding the election of three directors of the Company, Proposal Two regarding a non-binding advisory vote on executive compensation, Proposal Three regarding an non-binding advisory vote on the amendment to the Company’s Certificatefrequency of Incorporationfuture advisory votes on executive compensation, and Proposal ThreeFour regarding the ratification of BDO Seidman,USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2011.2012.

Pursuant to SEC rules, shareholder proposals must have been received by May 17, 20102011 to be considered at the Annual Meeting.  To date, we have received no shareholder proposals and we do not expect any other items of business.  Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to Arthur S. Wolcott and Kraig H. Kayser with respect to any other matters that might be brought before the Annual Meeting.  Those persons intend to vote that proxy in accordance with their best judgment.

Pursuant to our Bylaws, provided a quorum is present, directors will be elected by a plurality of all the votes cast at the Annual Meeting with each share of voting stock being voted for as many individuals as there are directors to be elected and for whose election the share is entitled to vote.

Approval ofThe non-binding advisory vote on executive compensation will be "approved" if the amendmentvotes cast in favor exceed votes cast against the proposal.  With respect to the Certificate of Incorporation requires the affirmative vote of a majority of the votes entitled tonon-binding advisory vote on the proposal, providedfrequency of future advisory votes on executive compensation, we will consider the option that a quorum is present atreceives the Annual Meeting.most votes to be the option selected by the shareholders.  In either case, these votes are advisory and non-binding on the Board or the Company in any way, and the Board will make its decision based on the interests of the Company.

The ratification of the appointment of BDO Seidman,USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 20112012 requires the affirmative vote of a majority of the votes cast on the proposal, provided that a quorum is present at the Annual Meeting.

The Annual Meeting will be held if a quorum is represented in person or by proxy.  The holders of voting shares entitled to exercise a majority of the voting power of the Company shall constitute a quorum at the Annual Meeting.  If you return a signed proxy card, your shares will be counted for the purpose of determining whether there is a quorum.  We will treat failures to vote, referred to as abstentions, as shares present and entitled to vote for quorum purposes.  A withheld vote is the same as an abstention.

Broker non-votes occur when proxies submitted by a broker, bank or other nominee holding shares in “street name” do not indicate a vote for a proposal because they do not have discretionary voting authority and have not received instructions as to how to vote on the proposal.  We will treat broker non-votes as shares that are present and entitled to vote for quorum purposes.

AbstentionsFor purposes of each proposal, abstentions and broker non-votes, if any, will not be counted as votes cast on a proposal and will have no effect on the result of the vote on Proposals One and Three but is the equivalent of a vote against the Amendment to the Certificate of Incorporation since the approving vote for that proposal is to be measured against all shares entitled to vote.proposal.

When the proxy is properly executed and returned, the shares it represents will be voted at the Annual Meeting in accordance with your directions.  If the signed card is returned with no direction on a proposal, the proxy will be voted FOR the nominees for Director, FOR the approval of our 2011 executive compensation, in favor of (FOR) Proposals One, Twoany advisory vote on executive compensation every THREE years and Three.FOR the ratification of the independent registered public accounting firm.

The Company has paid the entire expense of this proxy statement and any additional materials furnished to shareholders.

This proxy statement and the enclosed proxy card were mailed to shareholders beginning on or about July 2, 2010.1, 2011.

Yes. Our website is located at www.senecafoods.com.  Although the information contained on our website is not part of this proxy statement, you can view additional information on the website, such as our code of conduct, corporate governance guidelines, charters of board committees and reports that we file with the SEC.  A copy of our code of ethics and each of the charters of our board committees may be obtained free of charge by writing to Seneca Foods Corporation, 3736 South Main Street, Marion, New York 14505, Attention: Secretary.

In accordance with our Bylaws, the Board of Directors has fixed the number of directors at nine.  The Board of Directors is divided into three classes, as equal in number as possible, having staggered terms of three years each.  Therefore, at this annual meeting three directors will be elected to serve until the annual meeting in 20132014 and until each of their successors is duly elected and shall qualify.

The Board of Directors unanimously recommends a vote FOR the election of each of the nominees listed below.  All nominees areMr. Wolcott is currently serving as directorsa director of the Company and other than Mr. Gaylord who was appointed to fill a newly created vacancy on October 29, 2009, were elected at the 20072008 Annual Meeting of Shareholders. Messrs. Call and Hubbard are new nominees to fill the vacancies as a result of the retirement of Robert T. Brady and G. Brymer Humphreys effective immediately prior to this annual meeting.

Unless instructed otherwise, proxies will be voted FOR the election of the three nominees listed below.  Although the directors do not contemplate that any of the nominees will be unable to serve prior to the Meeting, if such a situation arises, the enclosed proxy will be voted in accordance with the best judgment of the person or persons voting the proxy.

In making its determination with respect to Mr. Humphreys,Call, the Board considered his relationship with the Company as fully described in “Certain Transactions and Related Relationships” below on page 21.  It concluded that Mr. HumphreysCall does not satisfy the criteria under NASDAQ standards inasmuch as the Company purchased $319,000 of raw vegetables from Mr. HumphreysMy-T Acres, Inc., under an armsarm's length contract, above the $200,000 threshold permitted under the NASDAQ standards in determining “independence”.

With respect to the five independent directors and nominees, there are no transactions, relationships or arrangements not requiring disclosure pursuant to Item 404(a) of Regulation S-K that were considered by the Board in determining that these individuals are independent under the NASDAQ listing standards.

Mr. Wolcott serves as the Chairman of the Board of Directors and has served in that capacity since 1949.  Mr. Kayser serves as the Chief Executive Officer and has served in that capacity since 1993.  Our Board of Directors has no specific policy regarding separation of the offices of Chairman of the Board and Chief Executive Officer.  Although our bylaws permit the Chairman to serve as Chief Executive Officer, our Board has determined that separating these positions is currently in the best interest of the Company and our shareholders.  As Chief Executive Officer, Mr. Kayser focuses on the strategy, leadership and day-to-day execution of our business plan while Mr. Wolcott provides oversight, direction and leadership to the Board.

Our Board of Directors believes that it is able to effectively provide independent oversight of the Company’s business and affairs, including the risks we face, without an independent Chairman through the composition of our Board of Directors, the strong leadership of the independent Directors and the independent committees of our Board of Directors, and the other corporate governance structures and processes already in place.  Five of the nine current Directors are independent under the NASDAQ listing standards.  All of our Directors are free to suggest the inclusion of items on the agenda for meetings of our Board of Directors or raise subjects that are not on the agenda for that meeting.  In addition, our Board of Directors and each committee have complete and open access to any member of managem entmanagement and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management.  Our Board of Directors also holds regularly scheduled executive sessions of only non-management Directors in order to promote discussion among the non-management Directors and assure independent oversight of management.  Moreover, our Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, all of which are comprised entirely of independent Directors, also perform oversight functions independent of management.

The Company believes that its leadership structure allows the Directors to provide effective oversight of the Company’s risk management function by receiving and discussing regular reports prepared by the Company’s senior management on areas of material risk to the Company, including market conditions, matters affecting capital allocation, compliance with debt covenants, significant regulatory changes that may affect the Company’s business operations, access to debt and equity capital markets, existing and potential legal claims against the Company and various other matters relating to the Company’s business.  Additionally, the Board of Directors administers its risk oversight function through (i) the required approval by the Board of Directors (or a committee thereof) of significant transactions and other decisions, including, among others, major acquisitions and divestitures, new borrowings and the appointment and retention of the Company’s senior management, (ii) the coordination of the direct oversight of specific areas of the Company’s business by the Compensation, Audit and Corporate Governance and Nominating Committees, and (iii) periodic reports from the Company’s auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to the Company’s internal control over financial reporting.

The Board of Directors has a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.  Each member of each of these committees is “independent” as that term is defined in the NASDAQ Global Market listing standards.  The Board has adopted a written charter for each of these committees, which is available on our website at www.senecafoods.com.

The Audit Committee currently consists of Messrs. Baer, Brady, Gaylord and Paulson.  The Audit Committee met four times during the fiscal year ended March 31, 2010.2011.  The Audit Committee is directly responsible for the engagement of independent auditors, reviews with the auditors the scope and results of the audit, reviews with management or the internal auditors the scope and results of the Company’s internal auditing procedures, reviews the independence of the auditors and any non-audit services provided by the auditors, reviews with the auditors and management the adequacy of the Company’s system of internal accounting controls and makes inquiries into other matters within the scope of its duties.  Messrs. Baer, Brady, and Paulson have been designated as the Company’s “audit committee financial experts” in a ccordanceaccordance with the SEC rules and regulations.  If elected, Mr. Hubbard will be appointed to the Audit Committee and will be designated as an "audit committee financial expert."  Shareholders should understand that this designation is a disclosure requirement of the SEC related to the member’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose any duties, obligations or liability that are greater than are generally imposed on them as members of the Audit Committee and the Board, and this designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any member of the Audit Committee or the Board.  See “Report of the Audit Committee” below.

The Compensation Committee consists of Messrs. Paulson, Gaylord and Dr. Henry.  The Compensation Committee’s function is to review and recommend to the Board of Directors appropriate executive compensation policy and compensation of the Company’s directors and officers.  The Compensation Committee also reviews and makes recommendations with respect to executive and employee benefit plans and programs.  The Compensation Committee met two times during the fiscal year ended March 31, 2010.2011.

The Corporate Governance and Nominating Committee currently consists of Messrs. Brady, Paulson and Dr..Dr. Henry.  If elected, Mr. Hubbard will be appointed to the Corporate Governance and Nominating Committee.  The responsibilities of the Corporate Governance and Nominating Committee include assessing Board membership needs and identifying, screening, recruiting, and presenting director candidates to the Board, implementing policies regarding corporate governance matters, making recommendations regarding committee memberships and sponsoring and overseeing performance evaluations for the Board as a whole and the directors. The Corporate Governance and Nominating Committee met two times during the fiscal year ended March 31, 2010.2011.

The Board has not adopted specific minimum criteria for director nominees and although the Company does not have a formal policy or guidelines regarding diversity, the Company recognizes the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge and diversity of opinion.  The Corporate Governance and Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service.  Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination.  If any member of the Board does not wish to continue in service, or if the Corporate Governance and Nominating Committee decides not to nomi natenominate a member for re-election, the Corporate Governance and Nominating Committee first considers the appropriateness of the size of the Board.  If the Corporate Governance and Nominating Committee determines the Board seat should remain and a vacancy exists, the Corporate Governance and Nominating Committee considers factors that it deems are in the best interests of the Company and its shareholders in identifying and evaluating a new nominee.  The Corporate Governance and Nominating Committee will consider nominees suggested by incumbent Board members, management and shareholders.

Shareholder recommendations must be in writing and addressed to the Chairman of the Corporate Governance and Nominating Committee, c/o Corporate Secretary, 3736 South Main Street, Marion, New York 14505, and should include a statement setting forth the qualifications and experience of the proposed candidates and basis for nomination.  Any person recommended by shareholders of the Company will be evaluated in the same manner as any other potential nominee for director.

The Board of Directors held four meetings during the fiscal year ended March 31, 2010.2011.  Each director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and meetings held by all committees of the Board of Directors on which he or she served.  Each director is expected to attend the Annual Meeting of shareholders.  In 2009,2010, the Annual Meeting of Shareholders was attended by all eight directors who were serving ofon the Board at that time.

The Company provides an informal process for shareholders to send communications to the Board of Directors.  Shareholders who wish to contact the Board of Directors or any of its members may do so in writing to Seneca Foods Corporation, 3736 South Main Street, Marion, New York 14505.  Correspondence directed to an individual board member will be referred, unopened, to that member.  Correspondence not directed to a particular board member will be referred, unopened, to the Chairman of the Audit Committee.

The Audit Committee of the Company is composed of four directors, each of whom meets the current independence and experience requirements of the NASDAQ Global Market and the SEC.  The Audit Committee operates under a written charter which was adopted on May 27, 2004.  A complete copy of the Audit Committee charter is available on the Company’s website at www.senecafoods.com.  The Board has determined that Arthur H. Baer, is anRobert T. Brady, and Thomas Paulson are designated as the Company's “audit committee financial expert”experts” as defined in the current rules of the SEC.

Management is primarily responsible for the Company’s financial statements and reporting process.  BDO Seidman,USA, LLP (BDO USA) is responsible for performing an independent audit of the Company's financial statements and internal control over the financial statementsreporting in accordance with the standards of the Public Company Accounting Oversight Board and issuing a report on those statements and internal controlscontrol over those financial statements.reporting.  The Audit Committee’s responsibilities include oversight of the Company’s independent registered public accounting firm and internal audit department, as well as oversight of the Company’s financial reporting process on behalf of the full Board of Directors.  It is not the duty or the responsibility of the Audit Committee to conduct auditing or accou ntingaccounting reviews or related procedures.

On the basis of the reviews and discussions the Audit Committee has had with BDO SeidmanUSA and management, the Audit Committee recommended to the Board of Directors that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010,2011, for filing with the SEC.

The following provides certain information regarding our executive officers.  Each individual’s name and position with the Company is indicated.  In addition, the principal occupation and business experience for the past five years is provided for each officer and, unless otherwise stated, each person has held the position indicated for at least the past five years.

This section discusses our policies and practices relating to executive compensation and presents a review and analysis of the compensation earned during the fiscal year ended March 31, 20102011 by our Chief Executive Officer, or CEO, our Chief Financial Officer, or CFO, and our three other most-highly compensated executive officers, to whom we refer collectively in this proxy statement as the “named executive officers.”  The amounts of compensation earned by these executives are detailed in the Fiscal Year 20102011 Summary Compensation Table and the other tables which follow it.  The purpose of this section is to provide you with more information about the types of compensation earned by the named executive officers and the philosophy and objectives of our executive compensation programs and practices.

The Compensation Committee of the Board of Directors (the “Committee”) consists of Messrs. Paulson, and Gaylord and Dr. Henry.  Mr. Paulson, who has served on the Board of Directors since 2004, is the Committee Chairman.  Each member of the Committee qualifies as an independent director under NASDAQ National Market listing standards.  The Committee operates under a written charter adopted by the Board.  A copy of the charter is available at www.senecafoods.com under “Corporate Governance.”  The Committee meets as often as necessary to perform its duties and responsibilities.  The Committee held two meetings during fiscal year 20102011 and has held one meeting so far during fiscal year 2011.2012.  The Committee also regularly meets in executive session without management.  The Committee has never engaged a compensation consultant to assist it in developing compensation programs.

The Committee is authorized by our Board of Directors to oversee our compensation and employee benefit practices and plans generally, including our executive compensation, incentive compensation and equity-based plans.  The Committee may delegate appropriate responsibilities associated with our benefit and compensation plans to members of management.  The Committee has delegated certain responsibilities with regard to our Pension Plan and 401(k) Plan to an investment committee consisting of members of management.  The Committee also has delegated authority to our President and CEO to designate those employees who will participate in our Executive Profit Sharing Bonus Plan; provided, however, that the Committee is required to approve participation in such plan by any of our executive officers.

The Committee approves the compensation of our CEO.  Our CEO develops and submits to the Committee his recommendation for the compensation of each of the other executive officers in connection with annual merit reviews of their performance.  The Committee reviews and discusses the recommendations made by our CEO and approves the compensation for each named executive officer for the coming year.  No corporate officer, including our CEO, is present when the Committee determines that officer’s compensation.  In addition, our Chief Financial Officer and other members of our finance staff assist the Committee with establishing performance target levels for our Executive Profit Sharing Bonus Plan, as well as with the calculation of actual financial performance and comparison to the perfor manceperformance targets, each of which actions requires the Committee’s approval.

Our philosophy for the compensation of all of our employees, including the named executive officers, is to value the contribution of our employees and share profits through broad-based incentive arrangements designed to reward performance and motivate collective achievement of strategic objectives that will contribute to our Company’s success.  The primary objectives of the compensation programs for our named executive officers are to:

Our compensation principles are designed to complement and support the Company’s business strategy.  The canned fruit and vegetable business is highly competitive, and the principal customers are major food chains and food distributors with strong negotiating power as to price and other terms.  Consequently, our success depends on an efficient cost structure (as well as quality products) which enables us to provide favorable prices to the customers and acceptable margins for the Company.

However, an important purpose of our compensation policies is to enable the Company to retain highly valued employees.  Our senior management monitors middle and senior management attrition and endeavors to be sufficiently competitive as to salary levels so as to attract and retain highly valued managers.  Consequently, the Company has been flexible in awarding compensation, and expects to remain so, to facilitate attracting and retaining quality management personnel.

As a general rule, base salaries for the named executive officers are set at a level which will allow us to attract and retain highly-qualified executives.  Many of our competitors are family-owned businesses operating in rural areas, where compensation rates and salary expectations are below the urban levels.  However, most of our executive officers also live and work in rural locations, inasmuch as the Company believes that its facilities (some of which include executive offices) should be located in the agricultural areas that produce the crops processed by the Company.  Although the compensation level of our executive officers is generally in the upper end of executive compensation in these localities, they are below the compensation levels for comparable positions in most public companies with sales comparable to those of the Company.

For Mr. Kayser, our CEO, the Committee concluded that a base salary of $489,389$504,071 was appropriate in this regard effective May 1, 2010.2011.  The Committee similarly determined the appropriate base salary of each of our named executive officers as set forth in the Summary Compensation Table.

The Executive Profit Sharing Bonus Plan became effective April 1, 2006.  Under the Plan, annual incentive bonuses are paid based on achieving the performance criteria set for the Company.  The bonuses for officers and certain key corporate employees are distributed at the sole discretion of our CEO upon approval of such bonuses by the Committee.  The Executive Profit Sharing Bonus Plan was amended on May 29, 2008 to reflect the Company’s decision to adopt LIFO (Last-In, First-Out) inventory accounting, and payments under the Plan shall be made as if the Company had remained on a FIFO (First-In, First-Out) inventory accounting basis.  The Executive Profit Sharing Bonus Plan was amended in January 2010 to allow participants to elect a portion of the bonus to be paid in company stock in lieu of cash payment, upon approval of the Committee.

The performance criteria established under the Executive Profit Sharing Bonus Plan requires the Company’s pre-tax profits for a fiscal year to equal or exceed a specific bonus target plus the aggregate bonus amounts calculated under the Plan.  Each bonus target under the Executive Profit Sharing Bonus Plan is expressed as a percentage of the consolidated net worth of the Company as stated in the annual report for the prior fiscal year.  Additionally, each bonus target corresponds to a potential bonus payment calculated as a percentage of the employee’s base salary earned during the fiscal year.  The following table sets forth the bonus targets and potential bonus payments established under the Executive Profit Sharing Bonus Plan for fiscal year 2010.

For fiscal year 2010,2011, the Company’s pre-tax profits on a FIFO basis exceeded 20% ofdid not meet the Company’s consolidated net worth at the end of the prior fiscal yearminimum bonus target and a total of $819,423therefore no bonus was earned by eligible employees under the Executive Profit Sharing Bonus Plan.  With respect to the named executive officers, the bonuses set forth in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation” were paid as part of fiscal year 2010 compensation.accrued or paid.

Participants who were employed by the Company prior to August 1, 1988, are eligible to receive the greater of their benefit determined under the excess formula or their benefit determined under the offset formula as of July 31, 1989.  The offset formula is: (i) total years of credited service multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the primary Social Security benefit.  The maximum permitted annual retirement income under either formula is $160,000.  See “Pension Benefits” below for further information regarding the number of years of service credited to each of the named executive officers and the actuarial present value of his accumulated benefit under the Pension Plan.

We also have a 401(k) Plan pursuant to which the Company makes matching and discretionary contributions for eligible employees.  The Company matching contributions to the named executive officers’ 401(k) Plan accounts are included in the Summary Compensation Table under the heading “Other Compensation.”

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2010.2011.

The Company’s Pension Plan is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers certain employees, including the named executive officers.  Effective August 1, 1989, the Company amended the Pension Plan to provide improved pension benefits under an excess formula.  The excess formula for the calculation of the annual retirement benefit is: total years of credited service (not to exceed 35) multiplied by the sum of (i) 0.6% of the participant’s average salary (five highest consecutive years, excluding bonus), and (ii) 0.6% of the participant’s average salary in excess of his compensation covered by Social Security.  The amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law.  For 2010,2011, the annual limitation is $245,000.

Participants who were employed by the Company prior to August 1, 1988, are eligible to receive the greater of their benefit determined under the excess formula or their benefit determined under the offset formula as of July 31, 1989.  The offset formula is: (i) total years of credited service multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the primary Social Security benefit.  The maximum permitted annual retirement income under either formula is $160,000.

The following table shows the present value of accumulated benefits payable to each of our named executive officers under our Pension Plan.

Under the director compensation program, which became effective July 1, 2006, each non-employee director is paid a monthly cash retainer of $1,750.  Messrs. Wolcott and Kayser, as officers of the Company, do not receive any compensation for serving the Company as members of the Board of Directors.  The Company’s non-employee directors received the following aggregate amounts of compensation for the fiscal year ended March 31, 2010:2011:

A small percentage (less than 1% in fiscal year 2010)2011) of vegetables supplied to the Company’s New York processing plants are grown by Humphreys Farm Inc. and My-T Acres, Inc.  G. Brymer Humphreys is CFO and a 23% shareholder of Humphreys Farm.  In fiscal year 20102011 the Company paid Humphreys Farm $319,000$270,000 pursuant to a raw vegetable grower contract.  Mr. Humphreys is retiring from the Board of Directors in August 2011.  Peter R. Call, a Director Nominee, is the President of My-T Acres, Inc., which supplied the Company approximately $952,000 pursuant to a raw vegetable grower contract in fiscal 2011.  The Chairman of the Audit Committee reviewed the relationship and determined that the Humphreys Farm grower contract wasand the My-T Acres contract were negotiated at armsarm's length and on no more favorable terms than to other growers in the marketplace.

To the best of the Company’s knowledge, no person or group (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) beneficially owned, as of June 25, 2010,24, 2011, more than five percent of the shares of any class of the Company’s voting securities, except as set forth in the following table.  Beneficial ownership for these purposes is determined in accordance with applicable SEC rules and includes shares over which a person has sole or shared voting power or investment power.  The holdings of Common Stock listed in the table do not include the shares obtainable upon conversion of the 10% Series A Preferred Stock and the 10% Series B Preferred Stock, which currently are convertible into both Class A Common Stock and Class B Common Stock o non the basis of 20 and 30 shares of Preferred Stock, respectively, for each share of Common Stock.

The following table sets forth certain information available to the Company with respect to shares of all classes of the Company’s voting securities owned by each director, each nominee for director, each executive officer and all directors, nominees and executive officers as a group, as of June 25, 2010.24, 2011.  Beneficial ownership for these purposes is determined in accordance with applicable SEC rules and includes shares over which a person has sole or shared voting power or investment power.  The holdings of Common Stock listed in the table do not include the shares obtainable upon conversion of the 10% Series A Preferred Stock and the 10% Series B Preferred Stock, which currently are convertible into both Class A Common Stock and Class B Common Stock on the basis of 20 and 30 shares of Preferred Stock, respect ively,respectively, for each share of Common Stock.

Section 16(a) of the Exchange Act requires that the Company’s directors, officers and shareholders owning more than 10% of a registered class of equity securities of the Company file reports regarding their ownership and changes in that ownership with the SEC.  The Company believes that all Section 16(a) filing requirements applicable to its directors, executive officers and greater than ten percent beneficial owners were met for fiscal 2010, except that the Forms 4 to report the awards of restricted stock to six individuals pursuant to the Company's 2007 Equity Incentive Plan were filed late and a Form 3 for a 10% non-affiliated beneficial owner was filed late.2011.

The Audit Committee of the Board of Directors has appointed BDO Seidman,USA, LLP (BDO USA) to act as auditors for the fiscal year ending March 31, 2011.2012.  BDO SeidmanUSA has served as the Company’s registered independent public accounting firm since December 8, 2005.  A representative of BDO SeidmanUSA is expected to be present at the Annual Meeting and will have an opportunity to make a statement, if he or she so desires, and will be available to respond to appropriate questions.

At the Annual Meeting, the shareholders will be asked to ratify the selection of BDO SeidmanUSA as the Company’s independent registered public accounting firm.  Pursuant to the rules and regulations of the SEC, the Audit Committee has the direct responsibility to appoint, retain, approve the compensation and oversee the work of the Company’s independent registered public accounting firm.  Consequently, the Audit Committee will consider the results of the shareholder vote on ratification, but will exercise its judgment, consistent with its primary responsibility, on the appointment and retention of the Company’s independent auditors.

The affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present at the Meeting, is required to ratify the appointment of BDO Seidman.  The directors of the Company unanimously recommend a vote FOR the ratification of BDO SeidmanUSA as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2011.  Unless otherwise instructed, proxies will be voted FOR ratification of the appointment of BDO Seidman.2012.

The following table shows the fees paid or accrued by the Company for the audit and other services provided by BDO SeidmanUSA for fiscal years 20102011 and 2009.2010.

All audit, audit-related and non-audit services were pre-approved by the Audit Committee, which concluded that the provision of such services by BDO SeidmanUSA was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.  The Audit Committee’s pre-approval policies provide that the Chairman of the Audit Committee has the authority to approve individual audit related and permitted non-audit engagements up to $10,000.$10,000 subject to subsequent review and approval by the entire audit committee.  Larger engagements require majority Audit Committee approval.  There were no engagements of this type provided by the principal accountant during the last two years.

The management of the Company does not know of any other matters to come before the Annual Meeting.  However, if any other matters come before the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their judgment on such matters.

Any Company shareholder who wishes to submit a proposal for presentation at the Company’s 20112012 Annual Meeting must submit such proposal to the Company at its office at 3736 South Main Street, Marion, New York 14505, Attention: Secretary, no later than March 3, 2011,2012, in order to be considered for inclusion, if appropriate, in the Company’s proxy statement and form of proxy relating to its 20112012 Annual Meeting.