SANFILIPPO JOHN B & SON INC
AMENDED & RESTATED SPLIT-DOLLAR INSURANCE AGMT-#2
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>4
<FILENAME>c82327exv10w35.txt
<DESCRIPTION>AMENDED & RESTATED SPLIT-DOLLAR INSURANCE AGMT-#2
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.35

               AMENDED AND RESTATED JOHN B. SANFILIPPO & SON, INC.
                   SPLIT-DOLLAR INSURANCE AGREEMENT NUMBER TWO

         THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") is made and
entered into as of the 31st day of December, 2003, by and between John B.
Sanfilippo & Son, Inc., an Illinois corporation (the "Company"), Mathias
Valentine, individually, Mary Valentine, individually (collectively the
"Insureds" and individually an "Insured"), and Michael J. Valentine (the
"Trustee"), not individually, but as Trustee of the Valentine Life Insurance
Trust, dated May 15, 1991 (the "Trust").

                                    RECITALS

         WHEREAS, the Company, Mathias Valentine, Mary Valentine, and the
Trustee executed an agreement in 1992 known as the John B. Sanfilippo & Son,
Inc. Split-Dollar Insurance Agreement Number Two (the "Original Agreement"); and

         WHEREAS, pursuant to Paragraph 10 of the Original Agreement, the
parties thereto have the right to amend or modify the Original Agreement in
whole or in part by the written agreement of all of the parties; and

         WHEREAS, the parties now wish to amend and restate the Original
Agreement in its entirety so that the equity collateral assignment split-dollar
arrangement created by the Original Agreement is changed to a non-equity
endorsement split-dollar arrangement.

         NOW, THEREFORE, in consideration of the mutual promises made by the
parties herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby amend and
restate the Original Agreement in its entirety and agree as follows:

                                    AGREEMENT

         1.       ASSIGNMENT OF POLICIES TO COMPANY; CONSIDERATION.

                  (a)      ASSIGNMENT. Upon the execution of this Agreement, the
         Trustee shall take all necessary action to cause the life insurance
         policies listed on Exhibit A, which is attached hereto and incorporated
         by reference herein (collectively the "Policies" and individually a
         "Policy"), and all incidents of ownership therein, including all rights
         to the Policies' cash values, to be assigned to the Company.

                  (b)      CONSIDERATION. In consideration of the assignment of
         the Policies by the Trustee to the Company, the Company hereby agrees
         to:

                                     -1-

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                           (i)      Release and discharge the Trust from its
                  obligations under the Original Agreement to pay to the Company
                  an amount equal to the cumulative premiums paid by the Company
                  on the Policies up to the date of this Agreement;

                           (ii)     Release and discharge the security interest
                  issued by the Trust in the limited rights in the Policies as
                  set forth in Paragraph 4(b) of the Original Agreement; and

                           (iii)    Repay any and all outstanding loans on the
                  Policies that the Trust was obligated to repay as of the date
                  of this Agreement.

         2.       POLICY OWNERSHIP.

                  (a)      OWNERSHIP. Upon the execution of this Agreement and
                           the assignment of the Policies as set forth in
         Paragraph 1(a) above, the Company shall be the sole and absolute owner
         of the Policies and may exercise all ownership rights granted to the
         owner thereof by the terms of the Policies, except as may otherwise be
         provided herein. The Company shall have the full and exclusive right
         and access to the Policies' cash values, and neither the Insureds nor
         the Trustee shall have a current or future right in, or direct or
         indirect access to, the Policies' cash values. The parties hereto agree
         that the Policies shall be subject to the terms and conditions of this
         Agreement and of the endorsements to the Policies that are to be filed
         with the AmerUs Life Insurance Company, the Sun Life Assurance Company
         of Canada, and the Transamerica Occidental Life Insurance Company
         (collectively the "Insurers" and individually an "Insurer") pursuant to
         Paragraph 2(b) below. The parties hereto further agree that they will
         take all action necessary to cause the Policies to conform to the
         provisions of this Agreement.

                  (b)      ENDORSEMENTS. Contemporaneously with the execution of
         this Agreement, the Company shall complete and file endorsements with
         the Insurers, using the appropriate forms provided by the Insurers for
         such purposes, conferring upon the Trustee the right to name the
         beneficiaries of the Policies' death benefits in excess of the amounts
         to which the Company is entitled under Paragraph 5(a) hereunder.

         3.       PREMIUM PAYMENTS. On or before the due date of each Policy
premium, or within the applicable grace period provided therein, the Company
shall pay the full amount of each Policy premium to the appropriate Insurer.

         4.       BENEFICIARY DESIGNATIONS.

                  (a)      THE COMPANY. Contemporaneously with the execution of
         this Agreement, the Company shall execute and deliver to the
         appropriate Insurer corporate beneficiary designations for the
         Policies, using the appropriate forms provided by said Insurer for such
         beneficiary designations, to secure the Company's recovery of the
         amounts described in Paragraph 5(a) hereunder. The parties hereto agree
         to take all action necessary to cause such corporate beneficiary
         designations to conform to the provisions of this Agreement.

                                      -2-

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                  (b)      THE TRUST. Also contemporaneously with the execution
         of this Agreement, the Trustee shall execute and deliver beneficiary
         designations for the Policies to the appropriate Insurer, using the
         appropriate forms provided by the Insurers for such designations, to
         designate the requested person(s) or entity(ies) as the
         beneficiary(ies) to receive the death benefits of the Policies in
         excess of the amounts to which the Company is entitled under Paragraph
         5(a) hereunder (such designated beneficiary(ies) referred to herein as
         the "Trust Designee"). The parties hereto agree to take all action
         necessary to cause such beneficiary designations to conform to the
         provisions of this Agreement. The Company shall not terminate, alter,
         or amend the Trustee's beneficiary designations without the express
         written consent of the Trustee.

         5.       RIGHT TO POLICY PROCEEDS.

                  (a)      THE COMPANY'S RIGHTS. For so long as this Agreement
         remains in effect, upon the death of the Insured (or, in the case of a
         joint-and-survivor policy that is subject to the terms of this
         Agreement, upon the death of the last Insured to die), the Company
         shall have the unqualified right to receive from the proceeds of each
         Policy an amount equal to the cumulative premiums paid by the Company
         on each Policy from the date of the Original Agreement until the date
         of the Insured's death (or, in the case of a joint-and-survivor policy,
         the date of the death of the last Insured to die), provided that such
         amounts shall be reduced by any indebtedness against each Policy
         existing at the death of the Insured (or, in the case of a
         joint-and-survivor policy that is subject to the terms of this
         Agreement, upon the death of the last Insured to die).

                  (b)      THE TRUST DESIGNEE'S RIGHTS. For so long as this
         Agreement remains in effect, upon the death of the Insured (or, in the
         case of a joint-and-survivor policy that is subject to the terms of
         this Agreement, upon the death of the last Insured to die), the Trust
         Designee shall have the unqualified right to receive from the proceeds
         of each Policy an amount equal to the death benefit of each Policy in
         excess of the amount to which the Company is entitled to receive from
         each Policy under Paragraph 5(a) above.

                  (c)      LIMITATIONS. No amounts shall be paid from the
         Policies' death benefits to the Trust Designee until the full amounts
         due to the Company from each Policy pursuant to Paragraph 5(a) above
         have been paid. The parties hereto agree that the beneficiary
         designation provisions of each Policy shall conform to the provisions
         of this paragraph.

         6.       POLICY DIVIDENDS. The dividends on each Policy shall be
applied as elected by the Company.

         7.       SETTLEMENT OPTION. The Company and the Trust Designee may
select a settlement option as provided in the Policies at the time of
distribution.

         8.       NOTICE TO INSUREDS OF TAXABLE COST. For each year that this
Agreement is in effect, the Company shall secure from each Insurer and shall
furnish to each Insured an annual

                                      -3-

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report that includes a statement of the amounts of taxable income reportable by
the Insureds for federal and state income tax purposes as a result of the
Company's payment of the Policies' premiums. The Company shall use the
information contained in these annual reports to determine proper withholdings
and tax treatments.

         9.       COLLECTION OF DEATH BENEFITS. Upon the death of the Insured
(or, in the case of a joint-and-survivor policy that is subject to the terms of
this Agreement, upon the death of the last Insured to die), the Company and the
Trustee shall cooperate to take whatever action is necessary to collect the
death benefits provided under the Policies. Upon the collection and payment of
the Policies' death benefits as provided in this Agreement, this Agreement shall
terminate.

         10.      TERMINATION OF THE AGREEMENT DURING THE LIFETIME(S) OF THE
INSURED(S).

                  (a)      WITHOUT NOTICE. This Agreement shall terminate
         without notice during the Insured's lifetime (or, in the case of a
         joint-and-survivor policy that is subject to the terms of this
         Agreement, during the life of the surviving Insured) upon the first to
         occur of the following:

                           (i)      Surrender of the Policies by the Company,
                  which has the sole and exclusive right of surrender;

                           (ii)     Failure of the Company to make a premium
                  payment as required pursuant to Paragraph 3 hereunder;

                           (iii)    Total cessation of the Company's business;
                  or

                           (iv)     Bankruptcy, receivership, or dissolution of
                  the Company.

                  (b)      WITH NOTICE. In addition, either the Company or the
         Trustee may terminate this Agreement unilaterally and without cause, so
         long as no premium under a Policy is overdue, by written notice to the
         other party of such intent to terminate the Agreement. Such termination
         shall be effective as of the date specified in such notice.

         11.      DISPOSITION OF THE POLICIES UPON TERMINATION OF THE AGREEMENT
DURING THE LIFETIME(S) OF THE INSURED(S).

                  (a)      OPTION TO PURCHASE. For thirty (30) days after the
         date of the termination of this Agreement pursuant to Paragraph 10
         above, the Trustee shall have the option to purchase any of the
         Policies from the Corporation. The purchase price for each Policy shall
         be equal to the cash surrender value of such Policy, including dividend
         accumulations and the cash value of dividend additions existing in such
         Policy at the end of the period for which premiums have been paid. If
         the Policy shall then be encumbered by assignment, policy loan, or
         otherwise, the Company shall either remove such encumbrance, or reduce
         the sales price to the Trustee by the total amount of indebtedness
         outstanding against the Policy. Upon receipt of such amount, the
         Company shall transfer all of its rights, title, and interest in and to
         the Policy to the Trustee, by the execution and delivery of an
         appropriate instrument of transfer.

                                      -4-

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                  (b)      FAILURE TO EXERCISE OPTION. If the Trustee fails to
         exercise such option within such thirty (30) day period, then the
         Company may surrender or cancel the Policies for their cash surrender
         values, or it may change the beneficiary designation provisions of the
         Policies naming itself or any other person or entity as the revocable
         beneficiary thereof, or exercise any other ownership rights in and to
         the Policies, without regard to the provisions thereof. Thereafter,
         neither the Trustee, nor his successor in interest nor any of the
         Trust's beneficiaries shall have any further interest in and to the
         Policies, either under the terms thereof or under this Agreement.

         12.      LOANS. The Company may pledge or assign any of the Policies,
subject to the terms and conditions of this Agreement, for the sole purpose of
securing a loan from any of the Insurers or from a third party. The amount of
such loan, including the accumulated interest thereon, shall not exceed the
lesser of (i) the amount of the premiums on the respective Policy to which the
loan relates paid by the Company hereunder, or (ii) the cash surrender value of
the respective Policy to which the loan relates (as determined by the
appropriate Insurer) as of the date to which premiums have been paid. Interest
charges on any such loans shall be paid by the Company. If the Company so
encumbers any of the Policies, other than by policy loans from the Insurers,
then, upon the death of the Insured (or, in the case of a joint-and-survivor
policy that is subject to the provisions of this Agreement, upon the death of
the last Insured to die), or upon the election of an Insured to purchase a
Policy from the Company, the Company shall promptly take all action necessary to
secure the release or discharge of such encumbrance.

         13.      TRUSTEE'S RIGHT TO ASSIGN INTEREST. Assignment of any or all
of the rights or benefits provided under this Agreement has significant tax
consequences. Therefore, unless otherwise agreed to in writing by the Company,
the Trustee shall not assign any right or benefit provided under this Agreement
and any attempt to do so shall be void. Upon written consent of the Company, an
assignment shall be exercisable by the execution and delivery to the Company of
a written assignment, which shall be attached to the Agreement and by this
reference is made a part hereof. Upon receipt of such written assignment
executed by the Trustee, and duly accepted by the assignee thereof, the Company
shall consent thereto in writing, and shall thereafter treat the Trustee's
assignee as the sole owner of all the Trustee's right, title, and interest in
and to this Agreement and the Policy(ies). Thereafter, the Trustee shall have no
right, title, or interest in and to this Agreement or the Policy(ies), all such
rights being vested in and exercisable only by such assignee.

         14.      THE INSURERS. Each Insurer shall be bound only by the
provisions of and endorsements on the Policy issued by it, and any payments made
or actions taken by it in accordance therewith shall fully discharge it from all
claims, suits, and demands of all persons whatsoever. Each Insurer shall in no
way be bound by or be deemed to have notice of the provisions of this Agreement.

         15.      NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE,
AND ADMINISTRATION.

                                      -5-

<PAGE>

                  (a)      NAMED FIDUCIARY. The Company is designated as the
         named fiduciary under this Agreement.

                  (b)      FUNDING POLICY. The funding policy under this
         Agreement is that all premiums on the Policies be remitted to the
         Insurers when due.

                  (c)      DETERMINATION OF BENEFITS. Direct payment by the
         Insurer is the basis of payment of benefits under the Agreement, with
         those benefits in turn being based on the payment of premiums as
         provided in this Agreement.

                  (d)      CLAIMS PROCEDURES.

                           (i)      For claims procedure purposes, the "Claims
                  Manager" shall be Bill Pokrajac or his designee. At any time,
                  the Company may remove the Claims Manager with or without
                  cause. Within ten (10) days of the removal of the Claims
                  Manager, the Company shall appoint a successor Claims Manager.
                  The Company shall provide written notice of such appointment
                  to all of the parties hereto within ten (10) days of the
                  appointment of a successor Claims Manager.

                           (ii)     If for any reason a claim for benefits under
                  this Agreement is denied by the Company, the Claims Manager
                  shall deliver to the claimant a written explanation setting
                  forth the specific reasons for the denial, pertinent
                  references to the section of the Agreement on which the denial
                  is based, a description of any additional material or
                  information necessary to perfect the claim, and an explanation
                  of why such material or information is necessary, such other
                  data as may be pertinent, and information on the procedures to
                  be followed by the claimant in obtaining a review of his or
                  her claim, all written in a manner calculated to be understood
                  by the claimant. For this purpose, the claimant's claim shall
                  be deemed filed when presented orally or in writing to the
                  Claims Manager. The Claims Manager's explanation shall be in
                  writing and shall be delivered to the claimant within thirty
                  (30) days of the date on which the claim is filed.

                           (iii)    The claimant (or his or her duly authorized
                  representative) shall have thirty (30) days following the
                  claimant's receipt of the denial of the claim to file with the
                  Claims Manager a written request for review of the denial. For
                  such review, the claimant (or his or her duly authorized
                  representative) may submit pertinent documents and written
                  issues and comments.

                           (iv)     The Claims Manager shall decide the issue on
                  review and furnish the claimant with a copy of his or her
                  decision within thirty (30) days of the receipt of the
                  claimant's request for review of his or her claim. The
                  decision on review shall be in writing and shall include
                  specific reasons for the decision, written in a manner
                  calculated to be understood by the claimant, as well as
                  specific references to the pertinent provisions of the
                  Agreement on which the decision is based. If a copy of the
                  decision is not so furnished to the claimant within thirty
                  (30) days, the claim shall be deemed denied on review.

                                      -6-

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         16.      BINDING EFFECT. Each and all of the covenants, terms,
provisions, and agreements contained herein shall be binding upon and inure to
the benefit of the parties hereto and, to the extent permitted by this
Agreement, their respective heirs, legal representatives, successors and
assigns, and to any beneficiaries of the Policies.

         17.      GOVERNING LAW. This Agreement and its interpretation shall be
governed exclusively by its terms and by the laws of the State of Illinois.

         18.      AMENDMENT. This Agreement may be amended or modified in whole
or in part by the written agreement of all the parties hereto.

         19.      NOTICE. Any notice or other communication made hereunder or
pursuant hereto shall be deemed to be given if delivered personally, mailed by
registered or certified mail, postage prepaid, or sent by facsimile
transmission, and addressed (a) in the case of the Company, to its President at
the Company's principal office, and (b) in the case of any other party, to the
address appearing below the party's signature hereto, and the same shall be
effective upon receipt if delivered personally or sent by facsimile
transmission, or if mailed, five (5) business days after it is deposited in the
mail. Any party may change the address at which the party is to receive
communications made hereunder or pursuant hereto by giving written notice of the
new address to the other parties in the manner provided in this paragraph.

         20.      SEVERABILITY. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid, illegal, or
unenforceable to any extent, the remainder of this Agreement and the application
thereof shall not be affected and shall be enforceable to the fullest extent
permitted by law.

         21.      ENTIRE AGREEMENT. This Agreement supersedes all agreements
previously made between the parties relating to its subject matter. There are no
other understandings or agreements between them. It contains the entire
agreement of the parties. It may not be changed orally but only by an agreement
in writing pursuant to Paragraph 18 above.

         22.      WAIVER. No party hereto shall be deemed to have waived any
right hereunder unless such waiver is in writing and signed by the party claimed
to have waived such right. No delay or omission in exercising any right
hereunder shall operate as a waiver of such right or any other right. A waiver
upon any one occasion shall not be considered as a waiver of any right or remedy
on any further occasion.

         23.      HEADINGS. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent, or intent of this Agreement or any provision hereof.

         24.      COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.

                                      -7-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                    JOHN B. SANFILIPPO & SON, INC.

                                    By: /s/ William R. Pokrajac
                                        ----------------------------------------
                                    Its:      Vice President of Finance


                                    /s/ Mathias Valentine
                                    --------------------------------------------
                                    Mathias Valentine


                                    /s/ Mary Valentine
                                    --------------------------------------------
                                    Mary Valentine

                                    VALENTINE LIFE INSURANCE TRUST, DATED
                                    MAY 15, 1991

                                    By: /s/ Michael J. Valentine
                                        ----------------------------------------
                                        Michael J. Valentine, Trustee

                                      -8-

<PAGE>

                                    EXHIBIT A
                             LIFE INSURANCE POLICIES

<TABLE>
<CAPTION>
           Insurer                    Policy Number                Insured                Face Amount
           -------                    ------------                 -------                -----------
<S>                                   <C>                     <C>                         <C>
AmerUs Life Insurance Company            2692684              Mathias Valentine           $   400,000

AmerUs Life Insurance Company            2249880              Mary Valentine              $   500,000

Transamerica Occidental                                       Mathias and Mary
Life Insurance Company                  92371857              Valentine                   $ 2,000,000

Sun Life Assurance Company                                    Mathias and Mary
of Canada                                9235749              Valentine                   $ 1,500,000
</TABLE>

                                      -9-

</TEXT>
</DOCUMENT>
