CURTICE BURNS FOODS INC, 10-K, 1994-10-03

CURTICE BURNS FOODS INC
10-K, 1994-10-03
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES

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<PAGE>

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-K

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)

For the fiscal year ended June 25, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Transition Period from to

Commission File Number 1-7605

CURTICE-BURNS FOODS, INC.
(Exact name of registrant as specified in its charter)

New York 16-0845824
(State of incorporation) (I.R.S. Employer Identification No.)

90 Linden Place, P.O. Box 681, Rochester, New York 14603
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (716) 383-1850
Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class: Name of each exchange on which registered:

Class A Common Stock, par value $.99 . . . . American Stock Exchange
. . . . Midwest Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

Class B common stock par value $.99

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

YES X NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Aggregate market value of voting stock held by non-affiliates of the
registrant
Class A Common Stock: $98,825,000

(based on the closing sale price on the American Stock Exchange on August
12, 1994)
Class B common stock: $349,000

(based on the closing sale price of the Class A common stock on the American
Stock Exchange on August 12, 1994; there is no established market for Class
B common stock),

Number of common shares outstanding at August 12, 1994:

Class A common stock: 6,628,430
Class B common stock: 2,056,876

The exhibit page begins on page 81
Page 1 of 82 pages
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FORM 10-K ANNUAL REPORT - 1994
CURTICE-BURNS FOODS, INC.
TABLE OF CONTENTS

PART I
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 1.
Description of Business
General Development of Business. . . . . . . . . 3
Narrative Description of Business of Curtice
Burns. . . . . . . . . . . . . . . . . . . . . 5
Financial Information About Industry Segment . . 7
Sales by Product Line. . . . . . . . . . . . . . 7
Relationship with Pro-Fac. . . . . . . . . . . . 10
Raw Material Sources . . . . . . . . . . . . . . 11
Trademarks and Patents . . . . . . . . . . . . . 11
Seasonality of Business. . . . . . . . . . . . . 12
Practices Concerning Working Capital . . . . . . 12
Significant Customers. . . . . . . . . . . . . . 12
Backlog of Orders. . . . . . . . . . . . . . . . 12
Business Subject to Government Contracts . . . . 12
Competitive Conditions . . . . . . . . . . . . . 13
New Products and Research and Development. . . . 14
Compliance with EPA Regulations. . . . . . . . . 14
Employees. . . . . . . . . . . . . . . . . . . . 15
Item 2. Description of Properties. . . . . . . . . . . . 15
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . 19
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . 20

PART II

Item 5. Market for Registrant's Common Stock and
Related Stockholder Matters. . . . . . . . . . 20
Item 6. Selected Financial Data. . . . . . . . . . . . . 21
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 22
Item 8. Financial Statements and Supplementary Data. . . 30
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . 55

PART III

Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . . . 56
Item 11. Executive Compensation . . . . . . . . . . . . . 60
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . 68
Item 13. Certain Relationships and Related Transactions . 69

PART IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K. . . . . . . . . . . . . . 71

Signatures . . . . . . . . . . . . . . . . . . . 78
</TABLE>

<PAGE>
Item 1. DESCRIPTION OF BUSINESS

General Development of Business

Curtice-Burns Foods, Inc. (the 'Company' or 'Curtice Burns') was
incorporated in 1961 as a New York corporation for the purpose of acquiring
the two businesses formerly operated as Curtice Brothers Company and
Burns-Alton Corporation. Cooperative Grange League Federation Exchange,
Inc., one of the predecessor corporations of Agway Inc. ('Agway'), a farm
supply business operated as a cooperative for its farmer members and other
patrons in the Northeastern United States, was instrumental in the formation
of both the Company and Pro-Fac Cooperative, Inc. ('Pro-Fac'), an
agricultural cooperative formed under the laws of New York State for the
purpose of obtaining a dependable source of agricultural produce for the
Company. The Company and Pro-Fac have entered into a contractual
relationship (see Note 4 of 'Notes to Consolidated Financial Statements' and
'Relationship with Pro-Fac'). Agway has a substantial investment in the
Company which enables it to elect 70 percent of the Company's directors.

In addition to the results of operations there were two significant
developments in fiscal 1994: the completion of the first phase of a major
restructuring program designed to enhance Curtice Burns' shareholder value;
and significant progress made in the effort to sell the Company to serve
Agway's purpose of liquidating its interest in the Company. See Note 2 of
'Notes to Consolidated Financial Statements.'

Restructuring Program
The Conceptual Vision and Strategy

The restructuring program first initiated in fiscal 1993 was based on
Curtice Burns' new vision of a company smaller in sales but more profitable,
as measured by return on sales and equity, and possessing the financial and
management resources sufficient to drive growth in carefully selected
product line markets in which the Company can prosper for the long term.
Thus, the strategy was to focus on a more limited number of product lines
which now have a strong, competitive position.

The Plan outlined in 1993 is to restructure the business to a more
profitable base. At the same time, the remaining businesses were to be
managed to optimize earnings growth by installing corporate-wide purchasing,
and a corporate-wide focus of capital spending.

The third leg of the strategy was to accelerate the Company's national sales
and distribution programs by executing new product programs in store-brand
retail dressings, salsa and chunky soups, and the 'More Fruit/More Flavor'
pie filling program.

Execution of the Program

<PAGE>

names, etc. to Oberto until February 1995, at which time Oberto is
contractually obligated to purchase these assets. The sale of the Hiland
and meat snacks businesses did not result in any significant gain or loss
in fiscal 1994 after giving effect to the restructuring charges recorded in
fiscal 1993; however, charges of $3.1 million were incurred in fiscal 1994
to adjust previous estimates. In the fiscal year ended June 26, 1993,
Curtice Burns incurred losses of $13.2 million from the meat snacks and
Hiland potato chip businesses before dividing such losses with Pro-Fac and
before taxes.

On November 19, 1993, the Company sold the oats portion of the National Oats
business for $39 million. The oats business contributed approximately $1.4
million of earnings in fiscal 1993 before dividing with Pro-Fac and before
taxes. The sale of the oats business resulted in an approximate $10.9
million gain. The popcorn portion of the National Oats Division was
transferred to the Comstock Michigan Fruit Division.

During fiscal 1993 and 1994, the Company also made staff reductions in
selected locations throughout the Company. A $1 million accrual relating
to such costs was recorded as part of the fiscal 1993 restructuring charge.

Thus, a major part of the restructuring plan was successfully executed
during fiscal 1994.

As reported above, Curtice Burns incurred restructuring charges in fiscal
1993 of $61.0 million (before dividing such charges with Pro-Fac and before
taxes), which included the loss incurred on the sale of the Lucca frozen
entree business, anticipated losses on the sale of the meat snacks and
Hiland businesses, and other costs (primarily severance and losses prior to
sale) in conjunction with the restructuring program. Virtually all of this
charge was a revaluation of assets, rather than cash expense.

Having completed the first phase of the restructuring program in fiscal
1993, the second phase was approved by the Company's Board of Directors in
August 1994. In connection with the second phase, the company is evaluating
several alternatives regarding the Nalley's snack food business in the
United States, including its possible sale to a third party. A charge, not
exceed $12 million before split with Pro-fac and before taxes, for this
phase of the restructuring program will be recorded during the first quarter
of fiscal 1995.

With respect to the potential sale of the snack food business, the Company
has signed a letter of intent with Country Crisp Foods of Salt Lake City,
Utah. The letter of intent is subject to a number of conditions, including
successful financing by the purchaser and the negotiation of a definitive
purchase agreement. Country Crisp, a regional snack food company operating
in the inter-mountain states of Colorado, Utah, Wyoming, Idaho, Nevada and
New Mexico, will continue to market the Nalley's brand snacks under a
licensing arrangement with the Company. If this sale is finalized, it may
result in a revision to the aforementioned reserve.

Potential Change of Control of Curtice Burns

<PAGE>

Pro-Fac provides the major portion of the financing of Curtice Burns'
operations. Under the Agreement, Curtice Burns has an option to purchase
these assets from Pro-Fac at their book value. However, as mentioned in
Note 4 of the 'Notes to Consolidated Financial Statements,' there presently
exists a disagreement with Pro-Fac as to how such settlement amount would
be calculated. Exercise of the buy-out option would result in the
termination of the Agreement with Pro-Fac. In such event, Curtice Burns
would be required to repay all debt owed to Pro-Fac.

The Company actively explored these alternatives during fiscal 1994. On
June 8, 1994, the Curtice Burns Board of Directors voted to pursue a
proposal submitted by Dean Foods Company ('Dean Foods') to acquire all the
outstanding shares of common stock of Curtice Burns at a maximum cash price
of $20 per share, subject to a number of contingencies, including an
agreement with Pro-Fac covering the termination of the Integrated Agreement,
an agreement with Hormel Foods Corporation for the purchase of the Nalley's
Fine Foods Division of Curtice Burns, clearance of the transaction by
appropriate government agencies, negotiation of definitive agreements and
approval of any transaction by Curtice Burns' shareholders.

As a result of Pro-Fac's unwillingness to enter into the agreement required
by Dean Foods, on July 11, 1994, Curtice Burns commenced arbitration
proceedings against Pro-Fac under the Integrated Agreement. These
arbitration proceedings are discussed in more detail under 'Legal
Proceedings' below. On August 4, 1994, Pro-Fac responded to the claim and
served the Company with a counter claim demanding arbitration.

On August 4, 1994, Pro-Fac also submitted a proposal for acquisition of all
the outstanding stock of Curtice Burns for $19.00 per share in cash, and
upon acceptance of the offer, Pro-Fac would relinquish its claims against
Curtice Burns. Pro-Fac has stated that it believes the value of these
claims represents at least $5.75 per share based on the amount that would
be due Pro-Fac upon completion of the proposed transaction between Curtice
Burns and Dean Foods as discussed above. The contingencies of the Pro-Fac
offer involve shareholder approval and financing. This was the second
proposal submitted by Pro-Fac. The first was for $16.87 per share, in cash,
which the Company rejected in favor of pursuing the Dean Foods offer. The
Curtice Burns Board of Directors has not yet taken any definitive action
with respect to this revised proposal.

No assurance can be given that any transaction for the acquisition of
Curtice Burns by Dean Foods, Pro-Fac or any third party will be
consummated.

During fiscal 1994, the Company expensed $3.5 million of legal, accounting,
investment banking and other expenses relative to the change in control
issue. In recognizing this expense, the Company allocated half of this
amount to Pro-Fac as a deduction to the annual profit split. The allocation
to Pro-Fac is being disputed by Pro-Fac. See Notes 4 and 5 of 'Consolidated
Notes to Financial Statements.'

Narrative Description of Business

The Company's business is principally conducted in one industry segment, the
processing and sale of various food products. Through its seven operating
divisions, the Company produces and markets a variety of processed food
products, including canned vegetables, frozen vegetables and fruits, canned
desserts, canned fruits, condiments and salad dressings, snack foods,
pickles, canned meat dishes, soups, and peanut butter and produces
containers for some of its food products.

<PAGE>

The Comstock Michigan Fruit Division, headquartered in Rochester, New York
produces fruit fillings and toppings, popcorn, puddings, dips, cheese sauce,
and canned and frozen vegetables and fruits such as peas, corn, beets,
beans, carrots, sauerkraut and applesauce. Variations of product type such
as sliced, whole or diced, pickled and dietetic, are offered in several
product lines, as well as a choice of sizes of containers. This division
markets its branded products under its 'Thank You', 'Comstock', 'Wilder-
ness', 'Greenwood', 'Silver Floss', 'Blue Boy', 'Victor', 'Cortland Valley,'
'Cerise,' 'Super Pop,' 'Pop-Eye,' and 'Popsrite' labels and also markets its
products under customer brands throughout the Eastern United States and
sells products to food service institutional and bakery customers.

The Brooks Foods Division, Mt. Summit, Indiana, produces specialty tomato
products, barbecue sauce, specialty chili beans, and related products under
the 'Brooks' label. Its principal markets are in the Midwest. Sales of the
specialty products of this division have continued to increase, due in part
to an ongoing program of advertising and sales promotion.

The Curtice Burns Snack Food Group consists of:

1. Nalley's U.S. Chips & Snacks, Tacoma, Washington, which
produces potato chips and a variety of snack foods marketed
throughout the Northwestern and Western states under the
'Nalley' brand.

2. Snyder of Berlin, Berlin, Pennsylvania, manufactures and
markets several varieties of potato chips in distinctive
aluminum foil bags, as well as several varieties of corn
chips, and similar snack products in conventional packaging,
primarily under the 'Snyder of Berlin' brand. Snyder
operates several snack food distributorships and contracts
with independent distributors.

3. Tim's Cascade Chips, Tacoma, Washington, produces kettle-
fried potato chips for distribution in the Tacoma/Seattle,
Washington area.

4. Husman Snack Foods, Cincinnati, Ohio, acquired in fiscal
1991, is the leading marketer of potato chips in Cincinnati.

The Nalley's Fine Foods Division, Tacoma, Washington, produces canned meat
products, pickles, salad dressings, peanut butter and syrup, which are
marketed throughout the Northwestern and Western states under the 'Nalley's'
brand and other brands of the Company (such as 'Bernstein's' salad dressing
and 'Adams' natural peanut butter). In fiscal 1994, the Company continued
to test the Bernstein's salad dressings in the Northeast and has achieved
distribution of a refrigerated version of the dressings in a test market in
its Pacific Northwest markets.

Nalley's Canada Ltd., Vancouver, British Columbia, manufactures salad
dressings, syrup, canned meat products, potato chips and other snack foods.
The Division markets these items and small amounts of pickles and other food
products obtained from Nalley's Fine Foods in Western Canada.

The Southern Frozen Foods Division, Montezuma, Georgia, freezes and sells
a full line of Southern vegetables such as black eyed peas, okra, and greens
as well as a line of other vegetables such as corn, peas, and green beans
and specialty side dishes. The Division also produces a small amount of
frozen fruit. The brand names include 'McKenzie's,' 'Gold King,'
'Chill-Ripe,' and 'Tropic Isle.' Distribution is primarily in the Southeast
and South Central portions of the United States.

The food products produced by the Company are distributed to various
consumer markets in all 50 states as well as in Canada. Branded lines of
the Brooks, Comstock Michigan Fruit, and Southern Frozen Foods divisions are

<PAGE>

sold through food brokers which sell primarily to supermarket chains and
various institutional feeders. Snyder's, Tim's and Husman products are
marketed through distributors, some of which are owned and operated by the
Company, who sell directly to retail outlets in Pennsylvania, West Virginia,
Ohio, Maryland, Kentucky, and Virginia. Nalley's has its own sales
personnel responsible for sales within the Pacific Northwest and utilizes
food brokers for sales in other marketing areas.

Customer brand operations encompass the sale of products under private
labels to chain stores and under the controlled labels of buying groups.
For example, private label customers of Comstock Michigan Fruit include such
major food distributors as A&P, Kroger, Scrivner, Safeway, Shurfine, Topco,
Wakefern, and Winn-Dixie. The Company has developed central storage and
distribution facilities that permit multi-item single shipment to customers
in key marketing areas.

The Curtice-Burns Express ('CBX') subsidiary of the Company is a licensed
common carrier with authority in 48 states. It is used by the other units
of the Company to obtain backhaul volume to prevent empty backhauls on
shipments via Company trucks or contract haulers. The other Curtice Burns
operations lease their equipment to CBX for these backhauls.

The Finger Lakes Packaging Company manufactures various sizes of sanitary
food cans for sale to other companies and for the Comstock Michigan Fruit
and Brooks Foods divisions of Curtice Burns. Approximately two-thirds of
the containers manufactured by Finger Lakes are produced for the Comstock
Michigan Fruit and Brooks divisions. The facility is well-equipped and
staffed to furnish quality containers at competitive cost.

During the fiscal year ended June 25, 1994, neither the Company nor any of
its subsidiaries was involved in any bankruptcy, receivership, or similar
proceeding; with any reclassification, merger, or consolidation; or with any
acquisition or disposition of any material amount of assets other than those
disclosed and those in the ordinary course of business. During such period,
the Company did not make any material changes in the manner in which it
conducts its business.

Financial Information About Industry Segments

As described above, the business of the Company is principally conducted in
one industry segment, the processing and sale of various food products. The
table set forth below shows certain financial information relating to that
industry segment for each of the Company's last five fiscal years. The
financial statements for the fiscal years ended June 25, 1994, June 26, 1993
and June 26, 1992, which are included in this report, reflect the
information set forth in the table.

<TABLE>
<CAPTION>
Fiscal Years
--------------------------------------------------------
June 25, June 26, June 26, June 28, June 29,
Dollars in Thousands 1994** 1993** 1992 1991 1990
------- ------- ------- ------- -------

<S> <C> <C> <C> <C> <C>
Net sales $829,116 $878,627 $896,931 $933,084 $926,879
Sales to unaffiliated
customers* $829,087 $878,342 $896,572 $932,575 $926,340
Net income/(loss) $ 10,110 $(23,837) $ 6,148 $ 3,657 $ 11,601
Total assets $446,938 $493,729 $529,739 $557,860 $567,142
</TABLE>

* The only sales by the Company to affiliated customers are made to Agway.
Such sales consist principally of frozen foods and are made at
competitive prices. There are no intersegment sales or transfers since
the business of the Company is principally conducted in one industry
segment.

<PAGE>

** Including restructuring charges, net gain/(loss) from division disposals
of $3.1 million (after split with Pro-Fac and after taxes) and change
of control costs of $1.7 million (after split with Pro-Fac and after
taxes) in 1994; and $(29.9) million (after split with Pro-Fac and after
taxes) in 1993. See Notes 2 and 3 to 'Notes to Consolidated Financial
Statements.'

Sales By Product Line

In its industry segment, the Company manufactures and sells six classes of
similar products:

1. vegetables;

2. condiments and specialty products (including salad dressings, chip
dip, salsa, sauces, syrups, pickles, relishes, peanut butter and
ketchup);

3. snack foods;

4. canned and frozen fruits;

5. meats, soups and entrees;

6. miscellaneous products (including aseptic products, containers and
discontinued product lines such as cereals and soft drinks).

The principal products produced by the Company and the principal markets
for, and methods of distribution of, such products are discussed under
'General Development of Business.'

The following tabulation shows, for each of the last five fiscal years of
the Company, the dollar amount and percentage of total revenues contributed
by each class of similar products produced by the Company:

SALES BY PRODUCT LINE
Fiscal Years
Thousands of Dollars

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---------------- ---------------- ---------------- ---------------- ----------------
$ % $ % $ % $ % $ %
------- ----- ------- ----- ------- ----- ------- ----- ------- -----

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Vegetables 252,051 30.4 226,648 25.8 222,030 24.72 38,198 25.5 229,207 24.7
Condiments and specialty
sauces 170,680 20.6 166,686 19.0 173,822 19.4 168,915 18.1 157,602 17.0
Snack foods 147,597 17.8 183,814 20.9 184,711 20.6 188,300 20.2 191,701 20.7
Fruits 111,317 13.4 118,027 13.4 121,170 13.5 133,207 14.3 126,680 13.7
Entrees, meats, soups 67,286 8.1 74,199 8.4 75,431 8.4 77,962 8.4 78,170 8.4
Other 80,185 9.7 109,253 12.5 119,767 13.4 126,502 13.5 143,519 15.5
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
829,116 100.0 878,627 100.0 896,931 100.0 933,084 100.0 926,879 100.0
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
</TABLE>

Relationship with Pro-Fac

The Company has a long-standing contractual relationship with Pro-Fac, a New
York agricultural cooperative corporation formed in 1960 to market crops
grown by its members. The relationship between Pro-Fac and Curtice Burns
is governed by an Integrated Agreement (the 'Agreement') between them
consisting of five sections: operations financing; marketing; facilities
financing; management; and settlement.

<PAGE>

Broadly speaking, the Company pays Pro-Fac, as the purchase price for those
crops purchased through Pro-Fac, the commercial market value ('CMV') of the
crops, which is defined as the weighted average of the prices paid by other
commercial processors for similar crops sold under pre-season contracts and
in the open market in the same or competing market area.

Curtice Burns pays rent for the use of the fixed and intangible assets
leased to it by Pro-Fac. The rental payments are equal to the amortization
of the leased assets plus any other costs such as taxes and utilities which
may be incurred by Pro-Fac associated with the ownership of the facilities.
Curtice Burns also pays a basic financing charge equal to the interest
expense incurred by Pro-Fac in financing its facilities leased to Curtice
Burns and in carrying the loans of funds which have been loaned to Curtice
Burns. In addition, Curtice Burns pays or receives an adjustment based upon
the earnings or losses of Curtice Burns on all products determined according
to a formula which reflects the respective adjusted equity investments of
the two companies.

Curtice Burns and Pro-Fac were both formed with support from Agway. As a
farm supply business operated as a cooperative, Agway had an interest in
ensuring a market for crops grown by its grower members. Agway initiated
meetings between representatives of small New York food processors and their
suppliers and suggested the outlines of a relationship between them. Agway
provided Pro-Fac with advice concerning operating as a cooperative, and
Agway's involvement assisted Pro-Fac in enlisting members. Agway provided
Curtice Burns with financial support and retains a substantial investment
in Curtice Burns which enables Agway to elect 70 percent of the directors
of Curtice Burns. Agway owns no stock of Pro-Fac, although two directors
of Agway, Donald E. Pease and Christian F. Wolff, Jr., served as directors
of Pro-Fac until their resignation in fiscal 1994.

The Agreement between Pro-Fac and Curtice Burns extends to 1997, and
provides for two successive renewals, each for a term of five years at the
option of Curtice Burns. Curtice Burns has the right, at any time upon 60-
day written notice to Pro-Fac, to purchase the assets to which Pro-Fac holds
title pursuant to the Agreement, together with finance receivable relating
to certain of the Company's intangible assets, in each case at the book
value thereof. Upon exercise of such option, the Agreement would
automatically terminate. Upon termination, the Company would be required
to repay to Pro-Fac all outstanding indebtedness due to Pro-Fac. Provisions
of the Agreement also allow Pro-Fac, with sufficient notice, to accelerate
the repayment of outstanding debt. In the arbitration proceedings currently
pending between Curtice Burns and Pro-Fac, Pro-Fac has asserted, among other
matters, (1) that Pro-Fac is entitled to a 50 percent share of the profits
from the consummation of the pending acquisition proposal from Dean Foods,
which share Pro-Fac calculates to be greater than $5.75 per share of Curtice
Burns; (2) that Curtice Burns cannot terminate the Agreement at all or not
before, at the earliest, June 1996; and (3) that the book value of Pro-Fac's
assets for the purpose of calculating the buyout price under the Integrated
Agreement should not take into account specified writedowns by Curtice Burns
of those assets. In addition, Pro-Fac maintains that the $3.5 million
charge to cover legal, accounting, investment banking and other costs
associated with the change of control issue should not be included in the
fiscal 1994 profit split. See also 'General Development of Business,'
'Restructuring Program,' 'Potential Change of Control of Curtice Burns,'
and 'Legal Proceedings.'

Raw Material Sources

The Company acquires a substantial part of its raw agricultural product
requirements from Pro-Fac and from Pro-Fac's members. See 'Relationship
with Pro-Fac' and Note 4 of 'Notes to Consolidated Financial Statements.'

The Company schedules the planting and harvesting of crops grown by Pro-Fac
members based on Company standards for quality and uniformity. Planting

<PAGE>

schedules are arranged to anticipate the maturing of a crop on a date
compatible with the manufacturing schedules at Company plants. Control of
planting schedules and the use of largely mechanical harvesting techniques
are designed to permit a steady and efficient flow of raw produce to the
manufacturing plants of the Company, which are located close to growing
areas. Approximately 60 percent of the raw agricultural crops used by
Curtice Burns in its processing and marketing operations have been supplied
by Pro-Fac.

The Company also purchases on the open market some crops of the same type
and condition as those purchased from Pro-Fac.

In March 1994, the Company advised Pro-Fac that in view of the possibility
that the Company might be acquired by a third party, Pro-Fac should not rely
on Curtice Burns to purchase any crops from Pro-Fac or its growers in
calendar 1995 and beyond. In addition, the Company notified Pro-Fac that
Curtice Burns will not commit to purchase a substantial portion of the crops
historically purchased from Pro-Fac in the 1995 growing season. As a
result, Pro-Fac has given notice to its affected members terminating Pro-
Fac's obligation to purchase these crops beginning next year. The affected
Pro-Fac growers are principally Pro-Fac's New York fruit and vegetable
growers, Illinois and Nebraska popcorn growers, and Northwest potato growers
who represent more than half of Pro-Fac's membership and have accounted for
approximately $29.9 million or 50 percent of the total crops delivered by
Pro-Fac to Curtice Burns in the past year. In the arbitration proceedings
currently pending between Curtice Burns and Pro-Fac, Pro-Fac has asserted,
among other matters, that Curtice Burns is in default under the Integrated
Agreement for improper termination of crops and has claimed damages that
Pro-Fac estimates at more than $50 million. See Note 2 of the 'Notes to
Consolidated Financial Statements.' The Company believes that its only
obligation to purchase crops from Pro-Fac is as set forth in the Profit Plan
as approved each year by the Boards of Directors of both Pro-Fac and the
Company. Because the most recent approved Profit Plan was for fiscal year
1995 (which Plan corresponds to the 1994 calendar year crops), the Company
believes that it is not currently obligated to purchase any crops from Pro-
Fac for calendar year 1995 or later.

The Company purchases substantially all of the raw materials used in certain
of its products, such as cheese sauce, meat entrees, salad dressings, and
puddings, on the open market. Except for cans manufactured by its
subsidiary, Finger Lakes Packaging Company, Inc., the Company purchases all
of its requirements for nonagricultural products, including containers, on
the open market and has not experienced any difficulty in obtaining adequate
supplies of such items.

The price and availability of raw agricultural products are subject to the
vagaries of nature.

Trademarks and Patents

The major brand names under which the Company markets its products are
trademarks of the Company. Such brand names are considered to be of
material importance to the business of the Company since they have the
effect of developing brand identification and maintaining consumer loyalty.
The major brand names utilized by the Company are 'Blue Boy' (vegetables and
fruits), 'Silver Floss' (sauerkraut), 'Victor' (sauerkraut), 'Cortland
Valley' (sauerkraut), 'Ritter' (specialty butter beans), 'Snyder of Berlin',
'Thunder Crunch', 'La Restaurante', and 'Tim's Cascade Chips' (snack foods),
'Brooks' (smooth and tangy ketchup, specialty tomato products, chili hot
beans, and other canned dry bean items), 'Thank You Brand' and 'Gracias'
(puddings, fruit fillings and toppings, fruits, vegetables, and specialty
food items), 'Nalley's' (canned meat products, snack foods, salad dressing,
pickles, and specialty food items), 'Lumberjack' (syrup), 'Bernstein's'
(salad dressings), 'Comstock' (fruit fillings and toppings), 'Greenwood'
(beets), 'Super Pop' (popcorn), 'McKenzie's' (frozen vegetables), 'Gold

<PAGE>

King' (frozen breaded vegetables), 'Chill-Ripe' and 'Tropic Isle' (frozen
vegetables and fruit), 'Wilderness' (fruit fillings and toppings), 'Cerise'
(maraschino cherries), 'Pop-Eye' and 'POPS-RITE' (popcorn), 'Adams' (peanut
butter), and 'Farman's' (pickles). All of the foregoing trademarks are of
perpetual duration so long as periodically renewed, and the Company intends
to maintain them in force.

The Company does not hold any material patents or concessions.

Seasonality of Business

From the point of view of sales, the business of the Company is not highly
seasonal, since the demand for its products is fairly constant throughout
the year. Exceptions to this general rule include some products that have
higher sales volume in the cool weather months (such as canned fruits and
vegetables, chili, and fruit fillings and toppings), and others that have
higher sales volume in the warm weather months (such as potato chips, and
condiments). Since many of the raw materials processed by the Company are
agricultural crops, production of these products is predominantly seasonal,
occurring during and immediately following the harvest seasons of such
crops.

Practices Concerning Working Capital

The Company must maintain substantial inventories throughout the year of
those finished products produced from seasonal raw materials; these
inventories are generally financed through seasonal borrowings. In
addition, Pro-Fac has agreed to lend the Company (to the extent needed by
the Company) all funds of Pro-Fac not immediately needed for its operations.
(See Notes 4 and 5 of 'Notes to Consolidated Financial Statements.')

Short-term bank lines of credit are extended to both the Company and
Pro-Fac. Under agreements with the Springfield Bank for Cooperatives, both
companies participate on a proportionate basis in the average short-term
borrowings under such lines; at least 55 percent of such borrowing is
obtained by Pro-Fac from the Springfield Bank for Cooperatives, and 45
percent is borrowed by the Company from six commercial banks. These lines
of credit are used primarily for seasonal borrowing, the amount of which
fluctuates during the year. The lines of credit are subject to annual
renewal. The Company has guaranteed payment of all bank indebtedness of
Pro-Fac. Pro-Fac also guarantees payment of all bank indebtedness of
Curtice Burns.

Both the maintenance of substantial inventories and the practice of seasonal
borrowing are common to the food processing industry.

Significant Customers

The Company's one principal industry segment is not dependent upon the
business of a single customer or a few customers. The Company does not have
any customers to which sales are made in an amount which equals 10 percent
or more of the Company's net sales. The loss of even its biggest customer
would not have a materially adverse effect on the Company.

Backlog of Orders

Backlog of orders has not historically been significant in the business of
the Company. Orders are filled shortly after receipt from inventories of
packaged and processed foods.

Business Subject to Governmental Contracts

No material portion of the business of the Company is subject to
renegotiation of profits with, or termination by, any governmental agency.

<PAGE>

Competitive Conditions

All products of the Company, particularly branded products, compete with
those of national and major regional food processors under highly
competitive conditions. Many of the national manufacturers have
substantially greater resources than the Company. The principal methods of
competition in the food industry are ready availability of a broad line of
products, product quality, price, and advertising and sales promotion.

In recent years, and particularly when various food items are in short
supply, the constant availability of a full line of food items and the
ability to deliver the required items rapidly and economically have been
among the most important competitive factors in the markets in which the
Company operates. The Company believes that it is competitive with national
brands in this area since distribution of many of its regional brands and
custom-pack food items are limited to areas which can easily be served from
its production and distribution facilities. In this way, the problems
inherent in attempting to supply markets remote from its principal areas of
operation are minimized, and the marketing area is commensurate with the
production and storage facilities.

The expansion of the operations of the Company over the years has also
allowed it to offer more complete and diverse lines of products. In the
early years of its existence, the Company marketed principally commodity
canned vegetables. The Company now also markets a broad range of snack
foods, desserts, condiments and other specialty food items, canned and other
frozen entrees, salad dressings and branded frozen vegetables. While all
of these products are not offered in every marketing area, in many areas the
Company can offer a diverse line of products, and the original commodity
vegetable items now account for only 8.8 percent of Company sales. During
fiscal 1994, the Company made progress on its program to focus on a more
limited number of product lines and businesses. See 'General Development
of Business - Restructuring Program.'

Quality of product and uniformity of quality are also important methods of
competition. The Company's relationship with Pro-Fac gives the Company
local sources of supply, thus allowing the Company to exercise control over
the quality and uniformity of much of the raw product which it purchases.
The members of Pro-Fac generally operate relatively large production units
with emphasis on mechanical growing and harvesting techniques. This factor
is also an advantage in producing uniform, high-quality food products. See
'Relationship with Pro-Fac' and Note 4 of 'Notes to Consolidated Financial
Statements.'

The Company's pricing is generally competitive with that of other food
processors for products of comparable quality. The branded products of the
Company are marketed under regional brands and its marketing programs are
focused on local tastes and preferences as a means of developing consumer
brand loyalty. The Company's advertising program utilizes local media, and
strong emphasis is placed on in-store promotions.

Although the relative importance of the above factors may vary as between
particular products or customers, the above description is generally
applicable to all of the products of the Company in the various markets in
which they are distributed.

Profit margins for canned and frozen fruits and vegetables are subject to
industry supply and demand fluctuations, attributable to changes in growing
conditions, acreage planted, inventory carryover, and other factors. The
Company has endeavored to protect against changing growing conditions
through geographical expansion of its sources of supply. In recent years,
the Company has also taken steps to lessen the impact of such cycles on its
earnings by diversifying into food product lines which are not affected as
severely by fluctuation in profit margins. The Company has emphasized the
merchandising of its own brands and expanded service and product development
for its high volume private label and food service customers. The

<PAGE>

percentage of sales under brand names owned and promoted by the Company
(including franchise brands) increased from 35 percent in fiscal 1972 to a
current level of approximately 54 percent; sales to the food service
industry (restaurants and institutional customers), which were insignificant
in 1972, now represent approximately 21 percent; private label sales, which
were more than half the Company's sales in 1972, currently represent
approximately 21 percent; and sales to other manufacturers are approximately
4 percent of total sales.

An estimate of the number of competitors in the markets served by the
Company is very difficult. Nearly all products sold by the Company compete
with the nationally advertised brands of the leading food processors,
including Borden, DelMonte, Green Giant, Heinz, Frito-Lay, Kraft, Vlasic,
Birdseye, and similar major brands, as well as with the branded and private
label products of a number of regional processors, many of which operate
only in portions of the marketing area served by the Company. While the
major brands are dominant in branded products on a national level, the
Company believes that it is a significant factor in many of the marketing
areas served by one or more of its regional brands.

New Products and Research and Development

The amount expensed during the last three fiscal years on Company-sponsored
and customer-sponsored research activities relating to the development of
new products or the improvement of existing products was not material, and
the number of employees engaged full-time in such research activities is
also not material. While several divisions of the Company operate test
kitchens and pilot plants for the development of new products, the emphasis
generally has been on the development of related products or modifications
of existing products for the Company's brands and customized products for
the Company's private label and food service businesses. No new products
which required the investment of a material amount of assets have been
publicly announced.

Compliance with EPA Regulations

The disposal of solid and liquid waste material resulting from the
preparation and processing of foods and the emission of odors inherent in
the heating of foods during preparation are subject to various federal,
state, and local laws and regulations relating to the protection of the
environment. Such laws and regulations have had an important effect on the
food processing industry as a whole, requiring substantially all firms in
the industry to incur material expenditures for modification of existing
processing facilities and for construction of new waste treatment
facilities. The Company believes that it is in a position at least equal
to the industry leaders with respect to compliance with such laws and
related regulations. The Company also believes that continued measures to
comply with such laws and regulations will not have a material adverse
effect upon its competitive position.

Among the various programs for the protection of the environment which have
been adopted to date, the most important for the operations of the Company
are the discharge permit programs administered by the environmental
protection agencies in those states in which the Company does business and
by the federal Environmental Protection Agency. Under these programs,
permits are required for processing facilities which discharge industrial
wastes into streams and other bodies of water, and the Company is required
to meet certain discharge standards in accordance with compliance schedules
established by such agencies. The Company has to date received permits for
all facilities for which permits are required, and each year submits
applications for renewal permits for some of the facilities. Such renewal
permits are currently being processed under normal agency procedures and it
is expected that they will be issued in due course.

While the Company cannot predict with certainty the effect of any proposed
or future environmental legislation or regulations on its processing

<PAGE>

operations, the Company believes that the waste disposal systems which are
now in operation or which are being constructed or designed are sufficient
to comply with all currently applicable laws and regulations.

Expenditures for facilities related to protection of the environment are
made from the regular capital budget of Pro-Fac and such facilities are then
leased to the Company pursuant to the facilities financing section of the
Agreement, as described under Item 2 below. Expenditures related to
environmental programs and facilities have not had, and are not expected to
have, a material effect on the earnings of the Company. In recent years,
they have not represented a significant percentage of total capital
expenditures. The table below shows the total capital expenditures and the
amounts devoted to the construction of environmental facilities for each of
the last five fiscal years:

<TABLE>
<CAPTION>
$(000) Fiscal Year Ended June
-------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total capital expenditures $19,545 $21,503 $16,163 $24,852 $39,978

Amount devoted to environmental
facilities $ 2,116 $ 870 $ 1,325 $ 1,433 $ 1,631

Percentage devoted to
environmental facilities 10.8% 4.0% 8.2% 5.8% 4.1%
</TABLE>

Additional expenditures as may be necessary for compliance with environ-
mental laws will be made from future capital budgets, and it is expected
that they will continue to constitute a similar portion of the annual
capital expenditures of Pro-Fac for equipment which is leased to the
Company. Pro-Fac and the Company estimate that the capital expenditures of
Pro-Fac for environmental control facilities, principally waste water
treatment facilities, for fiscal 1995 will be approximately $2,668,000 and
for fiscal 1996 will be approximately $1,855,000. However, the estimate for
1996 is based on recent experience rather than detailed budget proposals.

Employees

As of June 25, 1994, the Company had 4,325 full-time employees, of whom
2,750 were engaged in production and the balance in management, sales and
administration. As of that date, the Company also employed approximately
1,000 seasonal and other part-time employees, almost all of whom were
engaged in production.

Item 2. DESCRIPTION OF PROPERTIES

Pro-Fac holds title to all processing facilities, warehouses, and other
plant and equipment utilized in the Company's business, except for the
facility owned by Nalley's Canada Ltd., or those leased from third parties.
The Company, including its subsidiaries, owns one processing facility in
Canada and occupies 37 other properties, 26 of which are used under the
facilities financing section of the Agreement with Pro-Fac and 11 of which
are leased from third parties. In the properties leased from third parties,
however, title to substantially all of the operating equipment is held by
Pro-Fac. Under the facilities financing section of the Agreement with
Pro-Fac, the Company pays all taxes, insurance, and other operating costs,
as well as an amount equal to the annual amortization taken on the assets.
In addition to the 26 Pro-Fac properties mentioned above, 7 Pro-Fac
properties are not being utilized for production and are held for resale.
The net book value of these properties held for resale was $11,898,000 at
June 25, 1994.

The following table describes the properties leased or owned by the Company
as of the end of the 1994 fiscal year. Unless otherwise indicated, all
properties are leased from Pro-Fac.

<PAGE>

Type of Property Square
(by Division) Location Feet
- ----------------- -------- ------

COMSTOCK-MICHIGAN FRUIT:

Office building, manufacturing
plant, and warehouse for
cheese sauce, snack dips,
puddings, and fruit fillings
and toppings . . . . . . . . . . Benton Harbor, MI 239,252

Distribution center. . . . . . . Coloma, MI 400,000

Manufacturing plant and ware-
house for canned fruits and
vegetables, fruit fillings and
toppings . . . . . . . . . . . . Fennville, MI 370,600

Warehouse for maraschino
cherries, frozen fruits and
vegetables, fruit fillings
and supplies . . . . . . . . . . Sodus, MI 243,138

Property held for resale . . . . Clifton, NJ 250,000

Warehouse and office;
public storage facility (1). . . Vineland, NJ 198,000

Warehouse for finished goods . . Alton, NY 60,060

Property held for resale . . . . Alton, NY 170,000

Freezing Plant for green beans;
warehouse for frozen goods;
office and dry storage . . . . . Barker, NY 150,100

Freezing plant for peas, snap
beans, corn, and carrots . . . . Bergen, NY 122,009

Cold storage and repack
facility for frozen fruits
and vegetables and public
storage warehouse. . . . . . . Brockport, NY 429,052

Cutting, curing and packaging
plant for sauerkraut . . . . . . Gorham, NY 55,534

Canning plant and warehouse
for peas, corn, lima beans,
beets, and dried bean
products; freezing plant
for corn . . . . . . . . . . . . Leicester, NY 205,599

Distribution center and
warehouse. . . . . . . . . . . . LeRoy, NY 137,300

Canning plant and warehouse
for snap beans and carrots;
freezing plant for snap beans,
corn and cabbage . . . . . . . . Oakfield, NY 203,403

Canning plant and warehouse for
snap beans . . . . . . . . . . . So. Dayton, NY 151,140

<PAGE>

Type of Property Square
(by Division) Location Feet
- ----------------- -------- ------

COMSTOCK-MICHIGAN FRUIT (Cont'd.):

Canning plant and warehouse for
fruit fillings and toppings, fruit
specialty products and
applesauce . . . . . . . . . . . Red Creek, NY 137,264

Property held for resale . . . . Rushville, NY 315,701

Cutting, curing, and canning
plant for sauerkraut . . . . . Shortsville, NY 103,686
Cutting and curing plant for
sauerkraut . . . . . . . . . . Waterport, NY 21,626

Manufacturing plant - popcorn. . Ridgway, IL 50,000

Closed plant held for resale . . Wall Lake, IA 39,000

Manufacturing plant - popcorn. . North Bend, NE 50,000

BROOKS FOODS:

Office building, canning
plant, and warehouse for
dried bean products and
tomato products. . . . . . . . . Mt. Summit, IN 200,000

CURTICE BURNS SNACK FOOD GROUP:

SNYDER SNACK FOODS:

Office, plant and warehouse
for potato chips and corn
snack foods. . . . . . . . . . . Berlin, PA 190,225

TIM'S:

Administrative, plant, warehouse
and distribution center (1). . . Auburn, WA 37,600

HUSMANS SNACK FOODS:

Office, plant and warehouse
for potato chips, and other
snack food . . . . . . . . . . . Cincinnati, OH 113,576

NALLEY'S FINE FOODS:

Office building, warehouse
and tank farm for pickles. . . . Enumclaw, WA 87,313

Office building, manufacturing
plant, and warehouse for pickles,
canned meat products, salad
dressings, peanut butter and
snack foods. . . . . . . . . . . Tacoma, WA 438,000

Sales offices and distribution
warehouse for chips and
snacks (1) . . . . . . . . . . . Spokane, WA 16,300

<PAGE>

Type of Property Square
(by Division) Location Feet
- ----------------- -------- ------

NALLEY'S FINE FOODS (Cont'd.):

Parking lot and pickle vat
yards (1). . . . . . . . . . . . Tacoma, WA 162,570

Cucumber receiving and
grading station (1). . . . . . . Cornelius, OR 11,700

Sales offices and distribution
warehouses for chips and
snacks (1) . . . . . . . . . . . Portland, OR 14,365

Cucumber receiving and
grading station (1). . . . . . . Mount Vernon, WA 30,206

NALLEY'S CANADA LTD.:

Office, manufacturing plant
and distribution warehouse
for chips and snacks,
dressings, pickles, syrup,
peanut butter, canned
products and oatmeal (1) . . . . Anacis Island, BC 108,000

Main office (1). . . . . . . . . Burnaby, BC 8,350

Office building and warehouse
for chips and snack food
distribution (1) . . . . . . . . Kelowna, BC 15,900

Office, manufacturing plant and ware-
house for salad dressings, syrup,
chip dip, and pickles (2). . . . Vancouver, BC 48,000

SOUTHERN FROZEN FOODS:

Office, freezing plant, cold
storage and repackaging facility
for southern vegetables, breaded
vegetables and other vegetables
and fruits . . . . . . . . . . . Montezuma, GA 545,942

Office, freezing plant and
cold storage for southern
vegetables . . . . . . . . . . . Alamo, TX 110,000

FINGER LAKES PACKAGING:

Can manufacturing plant. . . . . Lyons, NY 147,376

CORPORATE HEADQUARTERS:

Headquarters office (1)
(Includes office space for
Comstock Michigan Fruit Division
as well as Corporate Conference
Center). . . . . . . . . . . . . Rochester, NY 62,500

Sales Office (1) . . . . . . . . Cordova, TN 1,000

<PAGE>

Type of Property Square
(by Division) Location Feet
- ----------------- -------- ------

CORPORATE HEADQUARTERS (Cont'd.):
Closed facility held for resale. Denver, CO 80,000

Closed facility held for resale
(Subleased to Oberto sausage). . Albany, OR 140,000

Closed plant held for resale . . Des Moines, IA 82,958

1. Leased from third parties, although the related equipment may be owned
by Pro-Fac.

2. Owned by the Company or one of its wholly-owned subsidiaries.

The Company has the option of terminating the Agreement with Pro-Fac by
exercising its right to purchase all plant and equipment covered by the
facilities financing section at its then book value as well as certain
intangible assets. However, as discussed in Note 4 of 'Notes to
Consolidated Financial Statements,' there presently exists a disagreement
with Pro-Fac as to how such purchase price would be calculated. The
Agreement extends to June 27, 1997 and provides for two successive renewals,
each for five years, at the option of the Company.

In the opinion of management of the Company, all of the properties used by
the Company are suitable for the use intended and adequately maintained.
The extent of utilization of such properties varies from property to
property and from time to time. In addition, from time to time, the Company
leases space in various public warehouses of close proximity to customers
in order to expedite delivery times.

Item 3. LEGAL PROCEEDINGS

On July 11, 1994, Curtice Burns commenced arbitration proceedings against
Pro-Fac under the Integrated Agreement by serving a Demand for Arbitration
on Pro-Fac. A copy of Curtice Burns' Demand for Arbitration is attached as
Exhibit 1 to Curtice Burns' current Report on Form 8-K dated July 11, 1994.
In the arbitration, Curtice Burns is seeking, among other relief, a
declaration confirming its right to terminate the Integrated Agreement and
to purchase the assets owned by Pro-Fac but used by Curtice Burns in the
conduct of its business upon tender of the then current book value thereof,
determined in accordance with generally accepted accounting principles, a
declaration confirming the effect of termination of he Integrated Agreement
on the obligations of Curtice Burns under the Integrated Agreement and a
declaration confirming that Curtice Burns does not have any obligations
under the Integrated Agreement to purchase crops except as set forth in the
fiscal 1995 Profit Plan. Curtice Burns is also seeking an award of damages
sustained by Curtice Burns in an amount to be determined by the arbitrators,
but in no event less than the difference in value between the Dean Foods $20
per share offer and the market price per share of Curtice Burns' common
stock following any public announcement that the Dean Foods acquisition
proposal has been withdrawn. On August 2, 1994, Curtice Burns filed a
petition in the Supreme Court of New York for an order compelling Pro-Fac
to proceed with the arbitration.

On August 4, 1994, Pro-Fac served Curtice Burns with Pro-Fac's Response and
Counterdemand for Arbitration (the 'Response'), a copy of which is attached
as Exhibit 1 to Curtice Burns' current Report on Form 8-K dated August 2,
1994. In the Response, Pro-Fac asserted (1) that Pro-Fac is entitled to a
50 percent share of the profits from the consummation of the of the pending
acquisition proposal from Dean Foods, which share Pro-Fac calculated to be
greater than $5.75 per share of Curtice Burns' common stock; (2) that

<PAGE>

Curtice Burns cannot terminate the Integrated Agreement at all or not
before, at the earliest, June 1996; (3) that the book value of Pro-Fac's
assets for the purposes of calculating the price at which Curtice Burns may
buy those assets and terminate the Integrated Agreement should not take into
account specified writedowns by Curtice Burns of those assets; (4) that
Curtice Burns is in default under the Integrated Agreement for improper
termination of crops; and (5) that Curtice Burns is in default under the
Integrated Agreement for failing to manage the business of Pro-Fac. Pro-Fac
also claimed damages that it estimated at more than $50 million. In the
Response, Pro-Fac also generally denied Curtice Burns' allegations in its
Demand for Arbitration.

Curtice Burns believes that Pro-Fac's allegations are without merit and
intends to resist them vigorously.

A grower has filed suit against the Company for damages resulting from
defective seed which was purchased from the Southern Frozen Foods Division.
The lawsuit alleges that the defective seed resulted in the loss of crops
and acreage, and the grower is seeking $950,000 in damages. Management
believes this claim is without merit and intends to vigorously defend its
position. As the amount of damages is neither probable nor reasonably
estimable, no accrual for loss has been included in the fiscal 1994
financial statements. In addition, management anticipates that any material
costs of settlement, if incurred, will be covered under its insurance
policies.

There are no other material pending legal proceedings other than routine
litigation incidental to the business to which the Company is a party or to
which any of its property is subject. Further, no such proceedings are
known to be contemplated by governmental authorities

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable
PART II

Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

The Company's Class A Common Stock is listed on the American and Midwest
stock exchanges (trading symbol CBI). There is no established public
trading market for the Company's Class B Common Stock. The Company pays a
common stock cash dividend each quarter and has paid 85 consecutive
quarterly dividends since becoming public in 1973. See 'Quarterly Financial
Data' in Item 8 for market price per share highs and lows for each quarter
of fiscal 1994 and 1993.

The Dividend Reinvestment and Stock Purchase Plan for shareholders offers
shareholders of record a convenient method of acquiring additional shares
of Curtice Burns common stock through reinvestment of dividends and
voluntary cash contributions. The Company pays service charges for the
Plan, which offers benefits of dollar-cost averaging, simplified record
keeping, bank custodian service and investment accumulation similar to the
effect of compound interest.

As of June 25, 1994, there were approximately 3,300 registered holders of
Class A Common Stock and 64 registered holders of Class B Common Stock.

The Company's registrar, stock transfer agent, dividend disbursing and
reinvestment agent is First Union National Bank of North Carolina, 230 South
Tryon Street, 10th Floor, Charlotte, North Carolina 28288-1154, telephone
number (800) 829-8432.

Requests for annual reports to shareholders, 10-K, and quarterly reports on
Form 10-Q may be obtained by contacting the Director of Corporate
Communications, Curtice-Burns Foods, Inc., PO Box 681, Rochester, New York
14603-0681, telephone (716) 264-3199.

<PAGE>

Item 6. SELECTED FINANCIAL DATA

Curtice Burns Foods, Inc.
FIVE YEAR SELECTED FINANCIAL DATA

Fiscal Year Ended June
--------------------------------------------------------------
Dollars in Thousands Except Share Data 1994 1993 1992 1991 1990
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Summary of Operations
Net sales $ 829,116 $ 878,627 $ 896,931 $ 933,084 $ 926,879
--------- --------- --------- --------- ---------
Costs and expenses:
Cost of sales 592,621 632,663 652,347 673,258 658,528
Restructuring including net (gain)/loss from
division disposals (7,768) 61,037 -- -- --
Change in control expenses 3,500 -- -- -- --
Selling, administrative and general expenses 186,934 207,119 201,327 220,943 218,424
Interest expense 18,205 19,550 22,835 26,135 25,946
--------- --------- --------- --------- ---------
793,492 920,369 876,509 920,336 902,898
--------- --------- --------- --------- ---------
Pretax earnings/(loss) before dividing with
Pro-Fac 35,624 (41,742) 20,422 12,748 23,981
Pro-Fac share of earnings/(loss) 16,849 (21,800) 9,505 5,907 11,448
--------- --------- --------- --------- ---------
Income/(loss) before taxes and cumulative
effect of an accounting change 18,775 (19,942) 10,917 6,841 12,533
Provision for taxes 8,665 3,895 4,769 3,184 5,182
--------- --------- --------- --------- ---------
Income/(loss) before cumulative effect of an
accounting change 10,110 (23,837) 6,148 3,657 7,351
Cumulative effect of an accounting change -- -- -- -- 4,250
--------- --------- --------- --------- ---------
Net income/(loss) $ 10,110 $ (23,837) $ 6,148 $ 3,657 $ 11,601
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Balance Sheet Data:
Working capital $ 104,049 $ 100,422 $ 101,706 $ 106,849 $ 121,442
Ratio of current assets to current
liabilities 1.7-1 1.6-1 1.6-1 1.6-1 1.7-1
Total assets $ 446,938 $ 493,729 $ 529,739 $ 557,860 $ 567,142
Long-term debt $ 79,061 $ 85,037 $ 70,345 $ 72,691 $ 135,897
Long-term obligations under capital leases $ 124,973 $ 154,102 $ 167,291 $ 174,113 $ 133,757
Average shareholders' equity $ 78,287 $ 90,096 $ 105,893 $ 105,336 $ 99,033
Return on average shareholders' equity 12.9% (26.5)% 5.8% 3.5% 11.7%
Common Stock Data:
Income/(loss) per share before cumulative
effect of an accounting change $ 1.17 $ (2.77) $ .71 $ .42 $ .87
Cumulative effect of an accounting change
per share -- -- -- -- .50
--------- --------- --------- --------- ---------
Net income/(loss) per share $ 1.17 $ (2.77) $ .71 $ .42 $ 1.37
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Cash dividends paid $ 5,530 $ 5,504 $ 5,540 $ 5,620 $ 5,095
Cash dividends paid per share $ .64 $ .64 $ .64 $ .64 $ .62
Book value per share $ 9.31 $ 8.77 $ 12.18 $ 12.04 $ 12.17
Weighted average number of shares
outstanding 8,640,399 8,600,712 8,667,154 8,783,866 8,452,721
Other Statistics:
Number of shareholders 3,362 3,507 3,708 3,524 3,138
Average number of employees:
Regular 5,169 5,325 5,573 5,779 5,631
Seasonal 1,596 1,347 1,808 1,982 1,879
</TABLE>

<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The purpose of this discussion is to outline the most significant reasons
for changes in net sales, expenses and earnings from fiscal 1992 through
1994. The relevant figures are shown in the Summary of Operations which
appears in the 'Five Year Selected Financial Data' the previous page of this
report.

CHANGES FROM FISCAL 1993 TO FISCAL 1994

Restructuring Program
The Conceptual Vision and Strategy

Execution of the Program

The first step of the restructuring program was to divest businesses that
were unprofitable or declining for the Company but would fit strategically
with other business portfolios. During fiscal 1993, the Company divested
Lucca Frozen Foods. A loss of approximately $2.7 million (before dividing
with Pro-Fac and before taxes) was recognized on this transaction. At the
end of fiscal 1993, the Company wrote down the assets and provided for the
expenses to dispose of the Hiland potato chips and meat snacks businesses
during fiscal 1994. On November 22, 1993, Curtice Burns sold certain assets
of the Hiland Potato Chip business for $2 million at closing, plus
approximately $1 million paid in installments over three months. On
February 22, 1994, Curtice Burns sold the meat snacks business located in
Denver, Colorado and Albany, Oregon to Oberto Sausage Company of Kent,
Washington. Under the agreement, Oberto has purchased certain assets and
assumed certain liabilities of the meat snacks operation, excluding plant,
equipment, and trademarks. Curtice Burns will lease its Albany Oregon
manufacturing facility and equipment and license its trademarks, trade
names, etc. to Oberto until February 1995, at which time Oberto is
contractually obligated to purchase these assets. The sale of the Hiland
and meat snacks businesses did not result in any significant gain or loss
in fiscal 1994 after giving effect to the restructuring charges recorded in
fiscal 1993; however, charges of $3.1 million were incurred in fiscal 1994
to adjust previous estimates. In the fiscal year ended June 26, 1993,
Curtice Burns incurred losses of $13.2 million from the meat snacks and
Hiland potato chip businesses before dividing such losses with Pro-Fac and
before taxes.

On November 19, 1993, the Company sold the oats portion of the National Oats
business for $39 million. The oats business contributed approximately $1.4

<PAGE>

million of earnings in fiscal 1993 before dividing with Pro-Fac and before
taxes. The sale of the oats business resulted in an approximate $10.9
million gain. The popcorn portion of the National Oats Division was
transferred to the Comstock Michigan Fruit Division.

Thus, a major part of the restructuring plan was successfully executed
during fiscal 1994.

As reported above, Curtice Burns incurred restructuring charges in fiscal
1993 of $61.0 million (before dividing such charges with Pro-Fac and before
taxes), which included the loss incurred on the sale of the Lucca frozen
entree business, anticipated losses on the sale of the meat snacks and
Hiland businesses, and other costs (primarily severance and unexpected
losses prior to sale) in conjunction with the restructuring program.
Virtually all of this charge was a revaluation of assets, rather than cash
expense.

Potential Change of Control of Curtice Burns

On March 23, 1993, the Company announced that Agway Inc., which owns 99
percent of Curtice Burns' Class B shares and approximately 14 percent of
Class A shares, was considering the potential sale of its interest in the
Company. At its meeting held on August 9 and 10, 1993, the Curtice Burns
Board of Directors authorized Curtice Burns' management, with the advice of
its investment bankers, to pursue strategic alternatives for Curtice Burns.
These options included negotiations with Pro-Fac relative to Pro-Fac gaining
control of the business; the possible sale of the entire equity of Curtice
Burns to a third party; and the implementation of additional restructuring
actions that may include recapitalizing the Company to buy out Pro-Fac and
potentially Agway as well. Under the Agreement with Pro-Fac, title to
substantially all of Curtice Burns' fixed assets is held by Pro-Fac, and
Pro-Fac provides the major portion of the financing of Curtice Burns'
operations. Under the Agreement Curtice Burns has an option to purchase
these assets from Pro-Fac at their book value. However, as mentioned in
Note 4 of the 'Notes to Consolidated Financial Statements,' there presently
exists a disagreement with Pro-Fac as to how such settlement amount would
be calculated. Exercise of the buyout option would result in the
termination of the Agreement with Pro-Fac. In such event, Curtice Burns
would be required to repay all debt owed to Pro-Fac.

<PAGE>

an agreement with Hormel Foods Corporation for the purchase of the Nalley's
Fine Foods Division of Curtice Burns, clearance of the transaction by
appropriate government agencies, negotiation of definitive agreements and
approval of any transaction by Curtice Burns' shareholders.

As a result of Pro-Fac's unwillingness to enter into the agreement required
by Dean Foods, on July 11, 1994, Curtice Burns commenced arbitration
proceedings against Pro-Fac under the Integrated Agreement. On August 4,
1994, Pro-Fac responded to the claim and served the Company with a counter
claim demanding arbitration. These arbitration proceedings are discussed
in more detail under 'Legal Proceedings.'

On August 4, 1994, Pro-Fac also submitted a proposal for acquisition of all
the outstanding stock of Curtice Burns for $19.00 per share in cash, and
upon acceptance of the offer, Pro-Fac would relinquish its claims against
Curtice Burns. Pro-Fac has stated that it believes the value of these
claims represents at least $5.75 per share based on the amount that would
be due Pro-Fac upon completion of the proposed transaction between Curtice
Burns and Dean Foods. The contingencies of the Pro-Fac offer involve
shareholder approval and financing. This was the second proposal submitted
by Pro-Fac. The first was for $16.87 per share, in cash, which the Company
rejected in favor of pursuing the Dean Foods offer. The Curtice Burns Board
of Directors has not yet taken definitive action with respect to this
revised proposal.

No assurance can be given that any transaction for the acquisition of
Curtice Burns by Dean Foods, Pro-Fac or any third party will be
consummated.

During fiscal 1994, the Company expensed $3.5 million of legal, accounting,
investment banking and other expenses relative to the change in control
issue. In recognizing this expense, the Company allocated half of this
amount to Pro-Fac as a deduction to the profit split. The allocation to
Pro-Fac is being disputed by Pro-Fac. See Notes 4 and 5 of 'Consolidated
Notes to Financial Statements.'

Results of Operations - General

The Company's fiscal 1994 net earnings were $10.1 million or $1.17 per share
compared to a loss of $23.8 million or $2.77 per share for fiscal 1993.
Included in the fiscal 1994 results was a charge against earnings of $.5
million, equivalent to $.06 per share, to adjust deferred taxes to the
higher rate as legislated by Congress and as required under Financial
Accounting Standards Board No. 109. Also included in fiscal 1994 results
was a net gain of $7.8 million ($3.1 million after dividing with Pro-Fac and
after taxes) comprised of a gain on sale of $10.9 million, net of a charge
of $3.1 million to adjust previous estimates regarding activities initiated
in fiscal 1993, and a charge of $3.5 million of legal, accounting,
investment banking and other expenses ($1.7 millon after dividing with Pro-
Fac and after taxes) relating to the potential change in control of the
Company. Included in the fiscal 1993 results were restructuring charges of
$61.0 million ($29.9 million after dividing with Pro-Fac and after taxes).
Net earnings, excluding these items, was approximately $9.1 million
(equivalent to $1.05 per share) for fiscal 1994 and $5.9 million (equivalent
to $.68 per share) for fiscal 1993, an increase of 54.2 percent.

Pretax earnings before dividing with Pro-Fac increased $77.4 million from
the prior year. The major elements of this change are:

<PAGE>
<TABLE>
<CAPTION>
(Millions)
----------
<S> <C>
Restructuring including net gain/(loss) from
division disposals $68.8
Change in control expenses (3.5)
Disposed operations, including Hiland, meat snacks, oats,
and Lucca businesses 13.2
Nalley's U.S. Chips and Snacks to be sold in fiscal 1995 (2.6)
Major product line changes from ongoing businesses 4.1
Deferred profit sharing and other (2.6)
-----
$77.4
------
------
</TABLE>

Change in control expenses are anticipated to occur in fiscal 1995 until a
final resolution is reached.

The major changes from the prior year for product line earnings (before
dividing with Pro-Fac and before taxes), excluding operations sold or to be
sold are as follows:

<TABLE>
<CAPTION>
Increase/(Decrease)
---------------------
Amount %
(Millions) Change
--------- --------
<S> <C> <C>
Vegetables $13.2 681.1%
Fruits (4.5) (37.0)
Condiments and specialty products (2.0) (10.3)
Snack foods (1.2) (188.6)
Entrees (1.4) (32.5)
-----
$ 4.1
-----
-----
</TABLE>

The increased profitability in the vegetable category was driven by the
price increases permitted by the national short crop due to poor weather
conditions in the Midwest during the 1993 growing season.

The fruit category was negatively affected by increased trade promotion and
advertising related to reformulated fruit fillings and promotions on pumpkin
pie filling.

The snack foods category has continued to be affected by the competitive
pressures of the salty snacks business and the decline in consumption for
the potato chip category.

The change in condiments and specialty products was primarily because the
profitability of peanut butter and pickles and relishes was negatively
affected by both a sales volume decline and an increase in costs. While the
canned meats and entree product line produced increased volume, increased
trade promotions and selling costs exceeded the effect of the sales
increase.

The following sets forth the major changes in the consolidated statement of
income from the prior year.

Net sales for the year ended June 25, 1994 decreased $49.5 million or 5.6
percent from the prior year. This decrease is comprised of the following:

<TABLE>
<CAPTION>
Variance in Millions of Dollars
---------------------------------------------
Due to Due to Due to Total
Dispositions Other Volume Price/Mix Variance
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
Vegetables $ -- $ 17.6 $ 7.8 $ 25.4
Condiment and specialty
products -- 1.1 3.0 4.1
Snack foods (20.3) (15.8) (.2) (36.3)
Fruits -- (3.8) (2.7) (6.5)
Entrees (7.6) .6 .1 (6.9)
Other (includes aseptic, can
making and cereals) (31.1) 6.3 (4.5) (29.3)
------- ------ ----- ------
$(59.0) $ 6.0 $ 3.5 $(49.5)
------- ------ ----- ------
------- ------ ----- ------
</TABLE>
24

<PAGE>

The disposition of businesses reduced sales by $59.0 million as shown above.
The increase in vegetable sales volume resulted from higher demand created
by a vegetable crop shortage caused by flooding in the Midwest and a drought
in the South during the 1993 growing season. The decrease in sales volume
for snack foods is due to the continued competitive pressures of the salty
snack business and the decline in consumption for the potato chip category.

Cost of sales decreased $40.0 million. As a percent of sales, costs
decreased to 71.4 percent from 72.0 percent. Gross profit decreased $9.5
million or 3.8 percent. These changes resulted primarily from dispositions
and changes in volume, price and product mix.

Selling, administrative and general expenses decreased $20.2 million or 9.7
percent. Cost reductions include a $.7 million decrease in trade
promotions, a $13.1 million decrease in advertising and selling costs and
a $6.4 million decrease in administrative costs.

Interest expense decreased $1.3 million or 6.9 percent resulting from a $.2
million increase due to loan volume on Pro-Fac related debt and a $1.5
million reduction due to lower interest rates.

Income before taxes improved $38.7 million or 194.1 percent. The Company's
effective tax rate was significantly impacted during fiscal 1994 by non-
deductible legal and advisory expenses incurred in conjunction with the
change in control, the increase in the federal statutory income tax rate
enacted on August 10, 1993 and the adjustment of the valuation allowance
previously recorded.

CHANGES FROM FISCAL 1992 TO FISCAL 1993

Results of Operations

Pretax earnings before dividing with Pro-Fac decreased $62.2 million from
the prior year. The major elements of this change are:

<TABLE>
<CAPTION>
(Millions)
----------
<S> <C>
Restructuring $(61.0)
Operations disposed in fiscal 1993 (Lucca and beverage) .2
Operations disposed in fiscal 1994 (Hiland, meat snacks,
and oats businesses) (6.7)
Operations to be disposed in fiscal 1995 (Nalley's U.S.
chips and snacks) (.8)
Major product line changes from ongoing businesses 7.4
Other (1.3)
------
$(62.2)
------
------
</TABLE>

Excluding the restructuring charges recorded in fiscal 1993, the Company was
slightly less profitable in 1993 in comparison to the prior year, but
results of operations comprised many increases to product line earnings that
were offset by significant losses incurred in the meat snacks, Hiland snack
food, Nalley's U.S. Chips and Snacks, and vegetable businesses.

The Company benefited from strong performances from some of its regional
brands and from its can-making operations. The major changes from the prior
year for product line earnings (before dividing with Pro-Fac and before
taxes), excluding operations sold or to be sold are as follows:

<PAGE>
<TABLE>
<CAPTION>
Increase/(Decrease)
-------------------
Amount %
(Millions) Change
--------- ------
<S> <C> <C>
Fruits $ 2.0 19.9%
Entrees 2.0 45.0
Condiments and specialty sauces (.6) (3.0)
Vegetables (1.1) 135.6
Snack foods (.2) 111.7
Other (includes aseptic, can making,
and miscellaneous 5.3 171.5
-----
$ 7.4
-----
-----
</TABLE>

Price increases instituted in the fourth quarter of fiscal 1992 were
maintained in fiscal 1993 in the can making operation and improved margins
from the prior year. The increased profits from the fruit filling category
were primarily due to reduced raw product costs that improved margins for
that category.

The entree category also achieved higher margins as a result of moving the
production for the Lucca canned operation to the Nalley's Fine Foods
Division. As previously discussed, the Hiland and meat snacks operations
were placed for sale as part of the restructuring program to divest
unprofitable or declining businesses. The decrease in earnings relative to
the snack operations other than Hiland, meat snacks and Nalley's U.S. Chips
and Snacks is due to the continuing competitive pressures in the snack
industry that prevent the implementation of price increases that would
improve margins without the incurrence of a loss of market share.

During fiscal 1993 the Company continued to experience pressure on earnings
from the depressed commodity vegetable business.

The following sets forth the major changes in the consolidated statement of
income from the prior year.

Net sales for the year ended June 26, 1993 decreased $18.3 million or 2.0
percent from the prior year. This decrease is comprised of the following:

Variance in Millions of Dollars

<TABLE>
<CAPTION>
Due to Due to Due to Total
Disposition Other Volume Price/Mix Variance
----------- ------------ --------- --------
<S> <C> <C> <C> <C>
Beverages $(14.1) $ -- $ -- $(14.1)
Vegetables -- 4.4 .2 4.6
Condiments and specialty
products -- (4.2) (2.2) (6.4)
Snack foods -- .9 (2.6) (1.7)
Fruits -- 5.6 (8.8) (3.2)
Entrees (3.6) 3.7 (1.3) (1.2)
Other (includes aseptic,
can making and cereals) -- 5.4 (1.7) 3.7
------ ----- ------ ------
$(17.7) $15.8 $(16.4) $(18.3)
------ ----- ------ ------
------ ----- ------ ------
</TABLE>

The disposition of the soft drink bottling business in July 1992 and Lucca
frozen entrees in December 1992 reduced sales by $17.7 million as shown
above.

The volume decrease for condiments and specialty products resulted from
lower cheese sauce and ketchup sales. Sales volume for cheese sauce
decreased in the first part of the fiscal year due to a loss of business
partially reinstated later in the year. The ketchup decrease in sales was
due to the discontinuation of the private label business for that product.
The variance due to price and mix in the fruit category resulted from a
decreased raw product purchase price for cherries which was passed along in
part to customers.

Cost of sales decreased $19.7 million. As a percent of sales, costs
decreased to 72.0 percent from 72.7 percent. Gross profit increased $1.4

<PAGE>

million or .6 percent. These changes resulted primarily from increases in
volume partially offset by effects of price and product mix changes.

Selling, administrative and general expenses increased $5.8 million or 2.9
percent. This variance includes an $8.6 million increase in trade
promotions, a $1.9 million decrease in advertising and selling costs, a $3.3
million benefit due to operational changes in the Company's salaried
vacation policy, and a $2.4 million increase in other administrative costs.
The increase in trade promotions directly contributed to the increased sales
volume and increased margins discussed above.

Interest expense decreased $3.3 million or 14.4 percent resulting from a $.9
million decrease due to a reduction in debt and a $2.4 million reduction due
to lower interest rates.

Pro-Fac's share of the Company's profits decreased $31.3 million, of which
$30.5 million was due to the restructuring charges.

Income before taxes decreased $30.9 million, primarily due to the
restructuring charges discussed above.

Taxes on income decreased $.9 million or 18.3 percent. The Company's
effective tax rate was significantly impacted by the writedown of goodwill
and other intangibles having a lower tax basis than book value.

Net income decreased $30 million, almost entirely due to the restructuring
program (after allocating to Pro-Fac its share of the loss) and the
Company's effective tax rate as previously discussed.

Liquidity and Capital Resources

Substantially all cash not distributed by Pro-Fac to its members or security
holders is either invested in assets leased to Curtice Burns or loaned to
Curtice Burns to finance its operations. In order to gauge the working
capital and other resources available to the companies, the combined pro
forma condensed financial statements should be used. The relationship with
Pro-Fac and the combined financial statements are shown in Notes 4 and 5 to
the 'Notes to the Consolidated Financial Statements.' Such financial
statements should not be used as a basis for determining shareholders'
interest in Curtice Burns, but only as a measure of the total financial
resources available to Curtice Burns and Pro-Fac.

Certain borrowing agreements require that the companies maintain specified
levels with regard to working capital, current ratio, ratio of net worth to
assets, ratio of long-term debt to net worth, tangible net worth, net
income, coverage of interest and fixed charges and the incurrence of
additional debt. The companies are in compliance with, or have obtained
waivers for, restrictions and requirements under the terms of the borrowing
agreements. The revolving lines of credit under such agreements have been
renewed through November of 1994. Such agreements provide for adjustments
in interest rates and covenants and grant to both short-term and long-term
lenders, or entitle such lenders to obtain, liens on substantially all
assets of the Company and Pro-Fac as collateral for borrowings under such
agreements.

Should the resolution of the potential change in control of Curtice Burns
result in the Company exercising its option to purchase from Pro-Fac the
property and equipment and certain other assets used by the Company in its
business, the Company believes that the amount required to accomplish this
(including the repayment of debt) would be approximately $267.7 million (as
measured at the book value on June 25, 1994). Of this amount, $101.5
million represents short- and long-term debt, $24.9 million relates to
intangible assets and $141.3 million relates to leased fixed assets. This
$267.7 million at June 25, 1994 compares to $303.8 million at June 26, 1993,
which was comprised of $103.8 million of short- and long-term debt, $26.5
million relating to intangible assets and $173.5 million relates to leased
fixed assets. The decrease in leased assets during fiscal 1994 of $32.2
million is primarily the result of the reduction of leased assets due to the
sale of businesses and depreciation of assets exceeding additions. However,

<PAGE>

in the pending arbitration proceedings between Curtice Burns and Pro-Fac,
Pro-Fac has asserted, among other matters, (1) that Pro-Fac is entitled to
a 50 percent share of the profits from the consummation of the pending
acquisition proposal from Dean Foods, which share Pro-Fac calculates to be
greater than $5.75 per share of Curtice Burns' common stock; and (2) that
the book value of Pro-Fac's assets for the purposes of determining the
buyout price under the Integrated Agreement should not take into account
specified writedowns by Curtice Burns of those assets. See 'Legal
Proceedings' above and Note 2 to the 'Notes to the Consolidated Financial
Statements.'

There are currently two offers for all the outstanding common stock of
Curtice Burns. See Note 2 of the 'Notes to Consolidated Financial
Statements.'

Cash flows from operating activities are generally the cash effects of
transactions and other events that enter into the determination of net
income. In the fiscal year, net cash provided by operating activities of
the combined companies of $39.0 million reflects net income of $10.1 million
for Curtice Burns and $24.5 million for Pro-Fac. Amortization of assets
amounted to $25.7 million. Inventories decreased $.3 million and accounts
receivable decreased $5.7 million. Changes in other assets and liabilities
amounted to $27.3 million.

Cash flows from investing activities include the acquisition and disposition
of property, plant and equipment and other assets held for or used in the
production of goods. Net cash provided by investing activities of $22.4
million in the period was comprised of $42.1 million received from
disposals, $19.6 million paid for purchases of property, plant and
equipment, $1.3 million received for disposals of fixed assets, and a $1.4
million increase in the investment of Springfield Bank for Cooperatives.
During the period, the $42.1 million received from the disposition of the
oats portion of the National Oats business and the Hiland Potato Chip
business was generally applied to reduce debt.

Net cash used in financing activities of $65.1 million in the period was
comprised of payments on short-term debt of $.5 million, payments on long-
term debt of $50.2 million, payments on capital leases of $2.1 million,
issuance of capital stock of $.7 million, less repurchases of $3.2 million,
and dividends paid of $9.9 million.

Short- and Long-Term Trends

The vegetable portion of the business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
oversupply situation. This results in depressed selling prices and reduced
profitability on the inventory produced from that year's crops. Excessive
rain or drought conditions can produce low crop yields and a shortage
situation. This typically results in higher selling prices and increased
profitability. While the national supply situation controls the pricing,
the supply can differ regionally because of variations in weather. The 1993
floods in the Midwest and the drought in the South increased finished goods
pricing, even though the crops in the Company's growing areas were at normal
levels. It is difficult to assess the 1994 crop yields and resulting impact
on fiscal 1995 profitability until late fall of 1994 when national supplies
of the fruit and vegetable commodities are known.

Seasonal lines of credit of $100.0 million were available to the Company and
Pro-Fac up to September 1993, $86 million after that date, and the maximum
borrowing on those lines was $81.0 million. The balance outstanding at June
25, 1994 was $11.5 million.

There are no current plans for the acquisition of businesses. Capital
expenditures are expected to approximate $20.0 million in the next year.

<PAGE>

Scheduled payments on long-term debt will approximate $15 million in the
coming year. Net cash provided from operations and the cash proceeds from
the planned sales of excess facilities should be sufficient to cover the
scheduled payments on long-term debt and planned capital expenditures as
well as anticipated dividends of approximately $10 million in the coming
year. Proceeds from the sale of business units, if any, will be applied to
reduce debt.

Supplemental Information on Inflation

The changes in costs and prices within the Company's business due to
inflation were not significantly different from inflation in the United
States economy as a whole. Levels of capital investment, pricing and
inventory investment were not materially affected by the moderate inflation.

Other Matters

In November 1992, the Financial Accounting Standard Board issued Statement
of Accounting Standards No. 112, 'Employers' Accounting for Postemployment
Benefits.' This statement establishes accounting standards for employers
who provide benefits to former or inactive employees after employment but
before retirement. Postemployment benefits are all types of benefits
provided to former or inactive employees, their beneficiaries, and covered
dependents.

This statement is effective for fiscal years beginning after December 15,
1993. Management believes that any changes caused by this Statement will
not be material.

Statement of Position ('SOP') 93-7, 'Reporting on Advertising Costs,' was
issued in December 1993 and has not yet been adopted by the Company. The
Statement provides guidance on financial reporting on advertising costs.
The Company plans to adopt the Statement in fiscal 1995, and believes that
the effect on the results of operations will not be material.

<PAGE>

Note 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements
Pages

Curtice Burns Foods and Consolidated Subsidiaries:

Independent Accountants' Reports . . . . . . . . . . . . . . . 31

Management's Responsibility for Financial Statements . . . . . 32

Consolidated Statements of Operations and Retained
Earnings for the Fiscal Years Ended June 25, 1994,
June 26, 1993, and June 26, 1992 . . . . . . . . . . . . . . 33

Consolidated Balance Sheets, June 25, 1994 and June 26, 1993 . . 34

Consolidated Cash Flow Statements for the Fiscal Years Ended
June 25, 1994, June 26, 1993, and June 26, 1992 . . . . . . . 35

Notes to Consolidated Financial Statements. . . . . . . . . . . 36

Selected Quarterly Financial Data . . . . . . . . . . . . . . . 55

The following additional financial data are submitted as part of Item 14 -
Exhibits, Financial Statement Schedules, and Reports on Form 8-K of this
report:

Schedule V -Property, Plant and Equipment

Schedule VI -Accumulated Depreciation of Property, Plant and
Equipment

Schedule VIII -Valuation and Qualifying Accounts

Schedule IX -Short-Term Borrowings

Schedule X -Supplementary Income Statement Information

Schedules other than those listed above are omitted because they are either
not applicable or not required, or the required information is shown in the
financial statements or the notes thereto.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and
Board of Directors of
Curtice-Burns Foods, Inc.

In our opinion, the consolidated financial statements listed under Item 8
of this Form 10-K present fairly, in all material respects, the financial
position of Curtice Burns Foods, Inc. and its subsidiaries at June 25, 1994
and June 26, 1993, and the results of their operations and their cash flows
for each of the three fiscal years in the period ended June 25, 1994, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

As discussed in Notes 2 and 4 to the consolidated financial statements,
several disputes currently exist between Pro-Fac Cooperative, Inc. and the
Company. The Company has requested arbitration to resolve the disputes with
Pro-Fac Cooperative, Inc. Additionally, two competing offers to acquire the
outstanding common stock the Company have been made.

Our audits of the consolidated financial statements also included an audit
of the financial statement schedules listed in the accompanying index and
appearing under Item 14 of this Form 10-K. In our opinion, these financial
statement schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

PRICE WATERHOUSE LLP

Rochester, New York
August 10, 1994

(Except as to Note 3, which is
as of September 22, 1994).
31

<PAGE>

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Management is responsible for the preparation and integrity of the financial
statements and related notes which appear on pages 33 through 54. These
statements have been prepared in accordance with generally accepted
accounting principles.

The Company's accounting systems include internal controls designed to
provide reasonable assurance of the reliability of its financial records and
the proper safeguarding and use of its assets. Such controls are monitored
through the internal and external audit programs.

The financial statements have been audited by Price Waterhouse LLP,
independent accountants, who were responsible for conducting their
examination in accordance with generally accepted auditing standards. Their
resulting report is on page 31.

The Board of Directors exercises its responsibility for these financial
statements through its Audit Committee, which consists entirely of non-
management board members. The independent accountants and internal auditors
of the Company have full and free access to the Audit Committee. The Audit
Committee periodically meets with the independent accountants and the
internal auditors, and with management present to discuss accounting,
auditing and financial reporting matters.

J. William Petty
President and
Chief Executive Officer

William D. Rice
Senior Vice President and
Chief Financial Officer

September 23, 1994 32

<PAGE>

Curtice Burns Foods, Inc.
Consolidated Statement of Operations and Retained Earnings

Dollars in Thousands Except Share Data
<TABLE>
<CAPTION>
Fiscal Years Ended
-------------------------
1994 1993 1992
-------- ------- -------
<S> <C> <C> <C>

Net sales $829,116 $878,627 $896,931
-------- -------- --------
Costs and expenses:
Cost of sales 592,621 632,663 652,347
Restructuring including net (gain)/loss
from division disposals (7,768) 61,037 --
Change in control expenses 3,500 -- --
Other selling, administrative and general
expenses 186,934 207,119 201,327
Interest expense:
Interest expense on Pro-Fac
related borrowings 15,617 16,515 19,869
Interest expense on other debt 2,667 3,047 3,558
Less capitalized interest (79) (12) (592)
------- ------- -------
Total interest expense 18,205 19,550 22,835
------- ------- -------
Total costs and expenses 793,492 920,369 876,509
------- ------- -------
Pretax earnings/(loss) before dividing
with Pro-Fac 35,624 (41,742) 20,422

Pro-Fac share of (earnings)/loss (16,849) 21,800 (9,505)
------- ------- -------
Income/(loss) before taxes 18,775 (19,942) 10,917
Provision for taxes (8,665) (3,895) (4,769)
------- ------- -------
Net income/(loss) 10,110 (23,837) 6,148
Retained earnings at beginning of period 53,541 82,882 80,849
Less cash dividends declared
($.64, $.64, and $.48 per share, (5,530) (5,504) (4,115)
respectively) ------- ------- -------
Retained earnings at end of period $ 58,121 $ 53,541 $ 82,882
------- -------- --------
------- -------- --------

Net income/(loss) per share $ 1.17 $ (2.77) $ .71
------- -------- --------
------- -------- --------
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

Curtice Burns Foods, Inc.
Consolidated Balance Sheet

<TABLE>
<CAPTION>
Dollars in Thousands Except Share Data June 25, 1994 June 26, 1993
------------- --------------
<S> <C> <C>

ASSETS
Current Assets:
Cash $ 2,928 $ 6,516
Accounts receivable trade, less allowances for
bad debts of $1,066 and $801, respectively 57,640 63,160
Accounts receivable, other 8,460 8,151
Income taxes refundable 237
Current deferred taxes receivable 10,487 7,561
Inventories -
Finished goods 108,538 110,772
Raw materials and supplies 46,721 58,704
-------- --------
Total inventories 155,259 169,476
-------- --------
Prepaid manufacturing expense 8,190 7,164
Prepaid expenses and other current assets 4,305 4,920
-------- --------
Total current assets 247,506 266,948
Net property, plant and equipment leased 141,322 173,513
from Pro-Fac
Other property, plant and equipment, net 26,194 18,939
Goodwill and other intangibles, less amounts
financed and accumulated amortization of
$10,335 and $8,650, respectively 24,909 26,546
Other assets 7,007 7,783
-------- --------
Total assets $446,938 $493,729
-------- --------
-------- --------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 62,335 $ 64,663
Due to Pro-Fac 9,447 9,113
Accrued employee compensation 11,482 11,843
Other accrued expenses 26,947 30,334
Income taxes payable 9,046
Current portion of obligations under
Pro-Fac capital leases 17,645 21,184
Current portion of obligations under
other capital leases 785 1,687
Current portion of Pro-Fac long-term debt 14,000 16,000
Current portion of other long-term debt 816 2,656
-------- --------
Total current liabilities 143,457 166,526
Long-term debt due Pro-Fac 78,040 78,648
Long-term debt due others 1,021 6,389
Obligations under Pro-Fac capital leases 123,677 152,329
Obligations under other capital leases 1,296 1,773
Deferred income taxes 14,958 9,362
Other non-current liabilities 3,591 3,027
-------- --------
Total liabilities 366,040 418,054
-------- --------
Commitments and Contingencies
Shareholders' Equity:
Class A common - $.99 par value;
10,125,000 shares authorized;
6,628,430 and 6,568,518 outstanding, respectively 6,562 6,503
Class B common - $.99 par value;
4,050,000 shares authorized;
2,056,876 and 2,060,702 outstanding, respectively 2,036 2,040
Additional paid-in capital 14,224 13,591
Retained earnings 58,121 53,541
Minimum pension liability adjustment (45) --
-------- --------
Total shareholders' equity 80,898 75,675
Total liabilities and shareholders' equity $446,938 $493,729
-------- --------
-------- --------

The accompanying notes are an integral part of these financial statements.
34

</TABLE>

<PAGE>

Curtice Burns Foods, Inc.
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>

Dollars in Thousands Fiscal Years Ended
-------------------------
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income/(loss) $ 10,110 $(23,837) $ 6,148
Adjustments to reconcile net income to net
cash provided by operating activities -
Restructuring charges, including net (gain)/loss
from division disposals (7,768) 61,037 --
Amortization of goodwill and other intangibles 1,685 2,538 2,742
Depreciation and amortization of capital assets 22,322 25,432 24,414
Provision for losses on accounts receivable 709 346 827
Deferred tax provision/(benefit) 2,670 (10,642) 1,009
Change in assets and liabilities net
of effects of disposals -
Accounts receivable 5,704 (8,043) 7,823
Inventories 250 4,738 9,162
Income taxes refundable/payable (9,283) 11,617 (650)
Accounts payable and accrued expenses (7,313) 2,497 7,136
Due to Pro-Fac 834 (1,654) (443)
Other assets and liabilities 2,055 (3,345) (5,491)
------- ------- -------
Net cash provided by operating activities 21,975 60,684 52,677
------- ------- -------
Cash Flows From Investing Activities:
Proceeds from division disposals 42,097 -- --
Cash paid for intangibles (1,637) (26,898) (2,405)
Purchase of property, plant and equipment (9,543) (8,360) (562)
Disposal of assets 1,900 3,817 6,176
Disposal of Pro-Fac assets 714 4,923 1,661
Disposal of third party leases 357 94 587
------- ------- -------
Net cash provided by/(used in) investing activities 33,888 (26,424) 5,457
------- ------- -------
Cash Flows From Financing Activities:
Due to Pro-Fac (500) (16,000) (18,000)
Proceeds from issuance of Pro-Fac long-term debt 40,378 33,348 201
Payments on Pro-Fac long-term debt (42,986) (14,000) --
Payments on other long-term debt (7,208) (2,644) (3,108)
Payments on Pro-Fac capital leases (42,193) (26,928) (23,827)
Payments on other capital leases (2,100) (2,642) (2,073)
Proceeds from sale of stock under stock option plans 688 517 213
Stock repurchased -- (17) (5,000)
Cash dividends paid (5,530) (5,504) (5,540)
------- -------- -------
Net cash used in financing activities (59,451) (33,870) (57,134)
------- -------- -------
Net change in cash (3,588) 390 1,000
Cash at beginning of year 6,516 6,126 5,126
------- -------- --------
Cash at end of year $ 2,928 $ 6,516 $ 6,126
------- -------- --------
------- -------- --------

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for -
Interest (net of amount capitalized) $ 18,623 $ 19,757 $ 22,636
------- -------- --------
------- -------- --------
Income taxes, net $ 15,077 $ 1,909 $ 3,795
------- -------- --------
------- -------- --------

Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Capital lease obligations incurred
excluding acquisitions $ 10,723 $ 16,065 $ 19,897
------- -------- --------
------- -------- --------

</TABLE>

The accompanying notes are an integral part of these financial statements.

35
<PAGE>

Curtice Burns Foods, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. SUMMARY OF ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles including the
following major accounting policies:

Fiscal Year

Fiscal 1994 ended on June 25, 1994, and fiscal 1993 ended on June 26, 1993,
the last Saturday in June. Prior years ended on the last Friday in June.
All future fiscal years will end on the last Saturday in June. The years
ended June 25, 1994, June 26, 1993, and June 26, 1992 each comprised 52
weeks.

Consolidation

The consolidated financial statements include the Company and its wholly-
owned subsidiaries after elimination of intercompany transactions and
balances. Certain items for fiscal 1993 and 1992 have been reclassified to
conform with fiscal 1994 presentations.

Inventories

Inventories are stated at the lower of cost or market on the first-in,
first-out ('FIFO') method. Inventory reserves are recorded to reflect the
difference between FIFO cost and the market applicable to canned and frozen
fruit and vegetable inventories. These reserves amounted to $379,000,
$1,189,000 and $2,520,000 for fiscal 1994, 1993 and 1992, respectively.

Manufacturing Overhead

Allocation of manufacturing overhead to finished goods produced is on the
basis of a production year; thus at the end of each fiscal year,
manufacturing costs incurred by seasonal plants subsequent to the previous
pack are deferred and included in the accompanying balance sheet under the
caption 'Prepaid manufacturing expense.'

Property, Plant and Equipment and Related Lease Arrangements

Property, plant and equipment are depreciated over the estimated useful
lives of the assets using the straight-line method, half-year convention,
over 3 to 40 years.

Lease arrangements are capitalized when such leases convey substantially all
of the risks and benefits incidental to ownership. Such leases include
those assets title to which is held by Pro-Fac and utilized by the Company
under the terms of the Integrated Agreement (the 'Agreement') described in
Note 4. Capital leases are amortized over either the lease term or the life
of the related assets, depending upon available purchase options and lease
renewal features.

Income Taxes

Income taxes are provided on income for financial reporting purposes.
Deferred income taxes resulting from temporary differences between financial
reporting and tax reporting are appropriately classified in the balance
sheet.

Pension

The Company and its subsidiaries have several pension plans and participate
in various union pension plans which on a combined basis cover substantially
36
<PAGE>

all employees. Charges to income with respect to plans sponsored by the
Company and its subsidiaries are based upon actuarially determined costs.
Pension liabilities are funded by periodic payments to the various pension
plan trusts.

Postretirement Benefits Other Than Pensions

In fiscal 1994, the Company adopted Statement of Financial Accounting
Standards No. 106, 'Employers Accounting for Postretirement Benefits Other
than Pensions' which is further described in Note 9.

Employers' Accounting for Postemployment Benefits

In November 1992, the Financial Accounting Standards Board issued Statement
of Accounting Standards No. 112, 'Employers' Accounting for Postemployment
Benefits.'

This statement establishes accounting standards for employers who provide
benefits to former or inactive employees after employment but before
retirement. Postemployment benefits are all types of benefits provided to
former or inactive employees, their beneficiaries, and covered dependents.

This Statement is effective for fiscal years beginning after December 15,
1993. Management believes that any change caused by this Statement will not
be material.

Goodwill and Other Intangibles

Goodwill and other intangible assets include the cost in excess of the fair
value of net tangible assets acquired in purchase transactions and acquired
non-competition agreements and trademarks net of the portion of such
intangibles financed by Pro-Fac in those transactions. Goodwill and other
intangible assets, stated at net of accumulated amortization, are amortized
on a straight-line basis over periods ranging to 40 years. The Company
periodically assesses whether there has been a permanent impairment in the
value of goodwill. This is accomplished by determining whether the
estimated undiscounted future cash flows from operating activities exceed
the carrying value of goodwill as of the assessment date. Should aggregate
future cash flows be less than the carrying value, a writedown would be
required, measured by the difference between the undiscounted future cash
flows and the carrying value of goodwill.

Environmental Expenditures

Environmental expenditures that pertain to current operations are expensed
or capitalized consistent with the Company's capitalization policy.
Expenditures that result from the remediation of an existing condition
caused by past operations that do not contribute to current or future
revenues are expensed. Liabilities are recorded when remedial activities
are probable and the cost can be reasonably estimated.

Note 2. POTENTIAL CHANGE OF CONTROL OF CURTICE BURNS

37
<PAGE>

the major portion of the financing of Curtice Burns' operations. Under the
Agreement Curtice Burns has an option to purchase these assets from Pro-Fac
at their book value. However, Curtice Burns and Pro-Fac are currently in
arbitration proceedings relating to, among other matters, whether or not
Curtice Burns has the right to terminate the Agreement, the amount that
would be due to Pro-Fac upon such termination and when such termination
would take effect. In connection with any termination of the Agreement,
Curtice Burns would be required to repay all debt owed to Pro-Fac.

The Company actively explored these alternatives during fiscal 1994. On
June 8, 1994, the Curtice Burns Board of Directors voted to pursue a
proposal submitted by Dean Foods to acquire all the outstanding share of
Curtice Burns at a maximum cash price of $20 per share, subject to a number
of contingencies, including an agreement with Pro-Fac covering the
termination of the Integrated Agreement, an agreement with Hormel Foods
Corporation for the purchase of the Nalley's Fine Foods Division of Curtice
Burns, clearance of the transaction by appropriate government agencies,
negotiation of definitive agreements and approval of any transaction by
Curtice Burns' shareholders.

Arbitration Proceedings with Pro-Fac

On July 11, 1994, Curtice Burns commenced arbitration proceedings against
Pro-Fac under the Integrated Agreement by serving a Demand for Arbitration
on Pro-Fac. In the arbitration, Curtice Burns is seeking, among other
relief, a declaration confirming its right to terminate the Integrated
Agreement and to purchase the assets owned by Pro-Fac but used by Curtice
Burns in the conduct of its business upon tender of the then current book
value thereof, determined in accordance with generally accepted accounting
principles, a declaration confirming the effect of termination of the
Integrated Agreement on the obligations of Curtice Burns under the
Integrated Agreement and a declaration confirming that Curtice Burns does
not have any obligations under the Integrated Agreement to purchase crops
except as set forth in the fiscal 1995 Profit Plan. Curtice Burns is also
seeking an award of damages sustained by Curtice Burns in an amount to be
determined by the arbitrators, but in no event less than the difference in
value between the Dean Foods $20 per share offer and the market price per
share of Curtice Burns' common stock following any public announcement that
the Dean Foods acquisition proposal has been withdrawn.

On August 2, 1994, Curtice Burns filed a petition in the Supreme Court of
New York for an order compelling Pro-Fac to proceed with the arbitration.

On August 4, 1994, Pro-Fac served Curtice Burns with Pro-Fac's Response and
Counterdemand for Arbitration (the 'Response'). In the Response, Pro-Fac
asserted (1) that Pro-Fac is entitled to a 50 percent share of the profits
from the consummation of the pending acquisition proposal from Dean Foods,
which share Pro-Fac calculated to be greater than $5.75 per share of Curtice
Burns' common stock; (2) that Curtice Burns cannot terminate the Integrated
Agreement at all or not before, at the earliest, June 1996; (3) that the
book value of Pro-Fac's assets for the purposes of calculating the price at
which Curtice Burns may buy those assets and terminate the Integrated
Agreement should not take into account specified writedowns by Curtice Burns
of those assets; (4) that Curtice Burns is in default under the Integrated
Agreement for improper termination of crops; and (5) that Curtice Burns is
in default under the Integrated Agreement for failing to manage the business
of Pro-Fac. Pro-Fac also claimed damages that it estimated at more than $50
million. In the Response, Pro-Fac also generally denied Curtice Burns'
allegations in its Demand for Arbitration.

38
<PAGE>

On August 4, 1994, Pro-Fac submitted a proposal for acquisition of all the
outstanding stock of Curtice Burns for $19.00 per share in cash, and upon
acceptance of the offer, Pro-Fac would relinquish its claims against Curtice
Burns. The contingencies of the Pro-Fac offer involve shareholder approval
and financing. This was the second proposal submitted by Pro-Fac. The
first was for $16.87 per share, in cash, on June 8, 1994, which the Company
rejected at that time in favor of pursuing the Dean Foods offer.

The Company has expensed $3.5 million of legal, accounting, investment
banking and other expenses relative to the change in control issue. In
recognizing this expense, the Company allocated half of this amount to Pro-
Fac as a deduction to the profit split ($1.8 million). The allocation to
Pro-Fac of this charge is being disputed by Pro-Fac. See Notes 4 and 5.

The Company believes that Pro-Fac's allegations are without merit and
intends to resist them vigorously.

Note 3. RESTRUCTURING PROGRAM

The Conceptual Vision and Strategy

Execution of the Program

Hiland potato chip businesses before dividing such losses with Pro-Fac and
before taxes.

Thus, a major part of the restructuring plan was successfully executed
during fiscal 1994.

As reported above, Curtice Burns incurred restructuring charges in fiscal
1993 of $61.0 million (before dividing such charges with Pro-Fac and before
taxes), which included the loss incurred on the sale of the Lucca frozen
entree business, anticipated losses on the sale of the meat snacks and
Hiland businesses, and other costs (primarily severance and unexpected
losses prior to sale) in conjunction with the restructuring program.
Virtually all of this charge was a revaluation of assets, rather than cash
expense.

Note 4. AGREEMENT WITH PRO-FAC

The Company has a contractual relationship with Pro-Fac under an Agreement
consisting of five sections: Operations Financing, Marketing, Facilities
Financing, Management, and Settlement, which extends to 1997, and provides
for two successive five-year renewals at the option of the Company.

The provisions of the Agreement include the financing of certain assets
utilized in the business of the Company and provide a sharing of income and
losses between Curtice Burns and Pro-Fac. Should the Company terminate the
Agreement, the Company has the option of purchasing those assets financed
by Pro-Fac at their book value at that time.

Revenues received or paid by Pro-Fac from or to Curtice Burns under the
Agreement for the years ended June 25, 1994, June 26, 1993, and June 26,
1992 include: commercial market value of crops delivered, $59,216,000,
$59,800,000, and $64,152,000, respectively; interest income, $15,617,000,
$16,515,000, and $19,869,000, respectively; and additional proceeds from
profit and loss sharing provisions (amounts in parenthesis indicate
deductions from amounts otherwise payable by Curtice Burns to Pro-Fac as a

40
<PAGE>

result of loss sharing), $16,849,000, ($21,800,000), and $9,505,000,
respectively. In addition, Pro-Fac received from the Company amortization
and financing payments of $43,830,000, $53,826,000, and $26,232,000 for the
years ending June 25, 1994, June 26, 1993, and June 26, 1992, respectively.

Should the resolution of the potential change of control of Curtice Burns
(see Note 2) result in the Company exercising its option to purchase from
Pro-Fac the property and equipment and certain other assets used by the
Company in its business, the financing required to accomplish this
(including the repayment of debt) would be $267,718,000 as measured at the
book value on June 25, 1994. Of this amount, $101,487,000 represents short-
and long-term debt, $24,909,000 relates to intangible assets, and
$141,322,000 relates to fixed assets. This $267,718,000 at June 25, 1994
compares to $303,820,000 at June 26, 1993, which was comprised of
$103,761,000 of short- and long-term debt, $26,546,000 relating to
intangible assets and $173,513,000 relating to leased fixed assets. This
change of $36,102,000 during the year is the net of increases and decreases
in the amounts attributable to short- and long-term debt and leased assets.
The decrease in leased assets during fiscal 1994 is the result of certain
businesses that were sold (see Note 3) and depreciation exceeding additions
for the period, resulting in a net decrease of $32,191,000 in the leased
asset values for which Pro-Fac holds title.

In fiscal 1993 the Company wrote down assets associated with its Meat Snacks
and Hiland Potato Chip businesses (see Note 3). The total amount of such
writedown was $58,300,000, of which approximately $29,150,000 was allocated
to reduce the value of assets leased from Pro-Fac.

In the arbitration proceedings currently pending between Curtice Burns and
Pro-Fac, Pro-Fac has asserted, among other matters, (1) that Pro-Fac is
entitled to a 50 percent share of the profits from the consummation of the
pending acquisition proposal from Dean Foods, which share Pro-Fac calculates
to be greater than $5.75 per share of Curtice Burns' common stock; and (2)
that the book value of Pro-Fac's assets for the purposes of calculating the
buyout price under the Integrated Agreement should not take into account the
writedown of the assets associated with the Meat Snacks and Hiland Potato
Chip businesses. See Note 2. The Company and Pro-Fac have agreed that, in
such arbitration, the effect of the fiscal 1993 writedown of assets
associated with the Company's Meat Snacks and Hiland Potato Chip businesses
will be treated as if such businesses had not been sold. Also in dispute
is Curtice Burns allocation to Pro-Fac of one-half of the change in control
costs of $3.5 million, one-half of which were allocated to Pro-Fac in fiscal
1994 pursuant to the provisions of the Agreement. See Note 2.

In March 1994, the Company advised Pro-Fac that, in view of the possibility
that the Company might be acquired by a third party, Pro-Fac should not rely
on Curtice Burns to purchase any crops from Pro-Fac or its growers in
calendar 1995 and beyond. In addition, the Company notified Pro-Fac that
Curtice Burns will not commit to purchase a substantial portion of the crops
historically purchased from Pro-Fac in the 1995 growing season. As a
result, Pro-Fac has given notice to its affected members terminating Pro-
Fac's obligation to purchase these crops beginning next year. The affected
Pro-Fac growers are principally Pro-Fac's New York fruit and vegetable
growers, Illinois and Nebraska popcorn growers, and Northwest potato growers
who represent more than half of Pro-Fac's membership and have accounted for
approximately $29.9 million or 50 percent of the total crops delivered by
Pro-Fac to Curtice Burns in the past year. In the arbitration proceedings
currently pending between Curtice Burns and Pro-Fac, Pro-Fac has asserted,
among other matters, that Curtice Burns is in default under the Integrated
Agreement for improper termination of crops and has claimed damages that
Pro-Fac estimates at more than $50 million (see Note 2). The Company
believes that its only obligation to purchase crops from Pro-Fac is as set
forth in the Profit Plan as approved each year by the Boards of Directors
of both Pro-Fac and the Company. Because the most recent approved Profit
Plan was for fiscal year 1995 (which Plan corresponds to the 1994 calendar
41
<PAGE>

year crops), the Company believes that it is not currently obligated to
purchase any crops from Pro-Fac for calendar year 1995 or later.

On August 3, 1994, Pro-Fac responded to the claim and served the Company
with a counter claim demanding arbitration.

Note 5. DEBT

Short-Term Debt

Short-term bank lines of credit are extended individually to both the
Company and Pro-Fac. They are interrelated so that both companies must
participate on a proportionate basis in the average borrowings under such
lines. At least 55 percent of such borrowing is attributable to Pro-Fac and
advanced by the Springfield Bank for Cooperatives and up to 45 percent is
attributable to the Company and advanced by a commercial bank syndicate
consisting of six banks. The combined line of credit at June 25, 1994 was
$86,000,000. The revolving lines of credit under such agreements have been
renewed through November of 1994. Such lines expire annually unless
renewed. Such renewals grant both short-term and long-term lenders liens
on substantially all assets of the Company and Pro-Fac as collateral for
borrowings under such agreements and other long-term debt. Outstanding
borrowings at June 25, 1994 were $11,500,000. The maximum amount of short-
term borrowings outstanding during the year were $81,000,000. The
approximate average short-term borrowings during fiscal 1994 were
$51,516,000, of which $30,464,000 was borrowed from Pro-Fac through funds
advanced to Pro-Fac from the Springfield Bank for Cooperatives and
$21,052,000 was borrowed from commercial banks. The approximate daily
weighted average interest rate on borrowings was 4.6 percent and the rate
at June 25, 1994 was 5.5 percent. The Company pays a one-fourth of one
percent fee on the unused portion of the commercial bank lines of credit and
a one-eighth of one percent facility fee to commercial banks participating
in the credit agreement. There are no compensating balance requirements.

Long-Term Debt

In addition to the long-term and the short-term borrowings included in the
balance sheet as due to Pro-Fac, the Company guaranteed Pro-Fac debt at June
25, 1994 of $48,974,000 which was used primarily for financing the fixed and
intangible assets referred to in Note 4. The interest rate on Pro-Fac
borrowings was 6.7 percent at June 25, 1994. The other debt of $1,837,000,
primarily Industrial Revenue Bonds, carries rates ranging up to 11.0 percent
at June 25, 1994.

Long-term debt maturities during each of the next five fiscal years are as
follows: 1995-$14,816,000; 1996-$14,343,000; 1997-$14,209,000; 1998-
$14,206,000, and 1999-$14,182,000. Provisions of the Agreement do, however,
allow Pro-Fac, with sufficient notice, to accelerate the repayment of debt.

Based on an estimated borrowing rate at fiscal year end 1994 of 8.0 percent
for long-term debt with similar terms and maturities, the fair value of the
Company's long-term debt outstanding is approximately $88,709,000 for Pro-
Fac related debt and $1,835,000 for other debt.

Additional Information With Respect to Borrowing Arrangements

Because Pro-Fac guarantees the debt of the Company and the Company
guarantees the debt of Pro-Fac (substantially all of which is advanced to
the Company), management and lenders use combined pro forma financial
statements to assess the financial strength of the two companies.
Specifically, the combined statement of operations, balance sheet and
statement of cash flows portray the financial results, cash flows and equity
of the Company and Pro-Fac. Management believes that combined financial
statements are useful because they provide information concerning the
Company's ability to continue present credit arrangements and/or obtain
additional borrowings in the future.

42
<PAGE>

Certain borrowing agreements require that the companies maintain specified
levels with regard to working capital, current ratio, ratio of net worth to
assets, ratio of long-term debt to net worth, tangible net worth, net
income, coverage of interest, and fixed charges and the incurrence of
additional debt. The companies are in compliance with, or have obtained
waivers for, restrictions and requirements under the terms of the borrowing
agreements. The revolving lines of credit under such agreements have been
renewed through November of 1994. Such renewals grant to both short-term
and long-term lenders liens on substantially all assets of the Company and
Pro-Fac as collateral for borrowings under such agreements.

Such combined financial statements are neither necessary for a fair
presentation of the financial position of the Company nor appropriate as
primary statements for the Company's shareholders or for Pro-Fac
shareholders and members because they combine earnings, assets and
liabilities and cash flows which are legally attributable to either the
Company's shareholders or to Pro-Fac shareholders and members, but not to
both. Accordingly, the condensed pro forma financial statements presented
below are special purpose in nature and should be used only within the
context described.

43
<PAGE>

Combined Pro Forma Condensed Statement of Operations
Unaudited
<TABLE>
<CAPTION>

Fiscal Year Ended
---------------------------------------------------
June 25, 1994 June 26, 1993
------------------------------------ -------------
Curtice
(Dollars in Millions) Burns Pro-Fac Eliminations Combined Combined
------- ------- ------------ -------- --------
<S> <C> <C> <C> <C> <C>
Sales and revenues $829.1 $94.4 $(94.4) $829.1 $878.6
Cost of sales 592.6 58.2 (58.2) 592.6 632.7
------- ------- ------ ------- -------
Restructuring, including net
(gain)/loss from division
disposals (7.8) -- -- (7.8) 61.0
Change in control costs 3.5 -- -- 3.5 --
Other selling, administrative
and general expenses 187.0 .9 (2.0) 185.9 205.5
Interest expense 18.2 11.6 (15.6) 14.2 16.8
Pro-Fac share of earnings 16.8 -- (16.8) -- --
------- ------- ------ ------- -------
Total cost and expenses 810.3 70.7 (92.6) 788.4 916.0
------- ------- ------ ------- -------
Income/(loss) before taxes 18.8 23.7 (1.8)(A) 40.7 (37.4)

(Provision)/benefit for taxes (8.7) .8 -- (7.9) (3.9)
------- ----- ------ ------- -------
Net income/(loss) $ 10.1 $24.5 $ (1.8)(A) $ 32.8 $(41.3)
------- ----- ------ ------- -------
------- ----- ------ ------- -------

</TABLE>
Note to combined pro forma condensed statement of operations:

(A) Amounts represent the balance of the fiscal 1994 share of earnings between
the Company and Pro-Fac which is currently under dispute. See discussion at
Notes 2 and 4.

Transactions between Curtice Burns and Pro-Fac have been eliminated for
purposes of this combined statement of operations.

Combined Pro Forma Condensed Balance Sheet
Unaudited
<TABLE>
<CAPTION>
June 25, 1994 June 26, 1993
---------------------------------------- -------------
Curtice
(Dollars in Millions) Burns Pro-Fac Eliminations Combined Combined
------- ------- ------------ -------- --------
<S> <C> <C> <C> <C> <C>
Assets
Current assets (A)(C) $247.5 $ 46.7 $ (42.9) $251.3 $268.9
Property, plant and
equipment, net (B) 167.5 -- -- 167.5 192.5
Investment in direct
financing leases (C) -- 123.7 (123.7) -- --
Due from Curtice Burns (D) -- 78.0 (78.0) -- --
Goodwill and other intangibles 24.9 24.9 -- 49.8 53.1
Other assets 7.0 22.7 -- 29.7 26.9
------ ------ ------- ------ ------
Total assets $446.9 $296.0 $(244.6) $498.3 $541.4
------ ------ ------- ------ ------
------ ------ ------- ------ ------
Liabilities and Net Worth
Current liabilities (A)(C) $143.4 $ 44.6 $ (41.1) $146.9 $166.8
Lease obligations (C) 125.0 -- (123.7) 1.3 1.8
Long-term debt--
Due Pro-Fac (D) 78.0 -- (78.0) -- --
Due others (E) 1.1 127.1 128.2 174.4
Other liabilities 18.5 .5 -- 19.0 12.8
------ ------ ------- ------ ------
Total liabilities 366.0 172.2 (242.8) 295.4 355.8
Shareholders' equity and
members' capitalization (F) 80.9 123.8 (1.8) (G) 202.9 185.6
------ ------ ------- ------ ------
Total liabilities and
net worth $446.9 $296.0 $(244.6) $498.3 $541.4
------ ------ ------- ------ ------
------ ------ ------- ------ ------
</TABLE>
44
<PAGE>
Notes to combined balance sheet:

(A) Current assets of Pro-Fac consist principally of amounts due from
Curtice Burns with respect to the Agreement described in Note 4. Such
amounts are eliminated for purposes of this balance sheet.

(B) Property, plant and equipment owned by Pro-Fac and leased to Curtice
Burns on a financing basis had a net book value of $141.3 million at
June 25, 1994.

(C) The majority of the lease obligations of Curtice Burns are payable to
Pro-Fac and amount to $141.3 million at June 25, 1994, of which $17.6
million is payable currently. The related Curtice Burns liability and
Pro-Fac receivable are eliminated for purposes of this balance sheet.

(D) Long-term borrowings by Curtice Burns from Pro-Fac under the Agreement
are eliminated for purposes of this balance sheet.

(E) With respect to Pro-Fac, long-term debt due others represents term
loans payable to the Springfield Bank for Cooperatives (interest rate
of 6.7 percent at June 25, 1994).

(F) Shareholders' and members' capitalization of Pro-Fac at June 25, 1994
consists of common stock, $10.3 million; retained earnings allocated
to members ('retains'), $44.4 million; preferred stock, $64.4 million
which originates from conversion of 'retains'--normally after five
years--and which is redeemable at the option of Pro-Fac; and earned
surplus (unallocated and apportioned), $4.7 million.

(G) Amount represents the balance of the fiscal 1994 share of earnings
between the Company and Pro-Fac which is currently under dispute. See
discussion at Notes 2 and 4.
45

<PAGE>

Combined Pro Forma Condensed Statement of Cash Flows
Unaudited
<TABLE>
<CAPTION>
June 25, 1994 June 26, 1993
------------------------------------ -------------
Curtice
(Dollars in Millions) Burns Pro-Fac Eliminations Combined Combined
------- ------- ------------ -------- --------
<S> <C> <C> <C> <C> <C>
Net cash provided by/(used in)
operating activities $ 21.9 $ 18.0 $ (.9) $ 39.0 $ 42.2

Net cash provided by/(used in)
investing activities 33.9 32.9 (44.4) (A) 22.4 (17.1)

Net cash (used in)/provided by
financing activities (59.4) (50.9) 45.3 (65.0) (24.7)
------- ----- ----- ----- -----
Net change in cash (3.6) -- -- (3.6) .4

Cash at beginning of year 6.5 -- -- 6.5 6.1
------- ----- ----- ----- -----
Cash at end of year $ 2.9 $ -- $ -- $ 2.9 $ 6.5
------- ----- ----- ----- -----
------- ----- ----- ----- -----
Supplemental disclosure of
cash flow information

Cash paid during the period for:

Interest (net of amount
capitalized) $ 18.6 $ 12.1 $(15.6) $ 15.1 $ 17.3
------- ----- ----- ----- -----
------- ----- ----- ----- -----
Income taxes, net $ 15.0 $ (1.0) $ -- $ 14.0 $ 2.9
------- ----- ----- ----- -----
------- ----- ----- ----- -----
Supplemental Schedule of
Non-Cash Investing and
Financing Activities:

Capital lease obligations
incurred $ 10.7 $ -- $(10.0) $ .7 $ 3.0
-------- ------ ----- ----- ------
-------- ------ ----- ----- ------
Conversion of retains
into preferred stock $ 4.9 $ 4.9 $ 5.9
----- ----- -----
----- ----- -----
Net proceeds allocated to
members but retained by
the Cooperative $ 14.2 $ 14.2 $ 4.8
------ ------ ------
------ ------ ------
</TABLE>

(A) Amount includes the balance of the fiscal 1994 share of earnings between
the Company and Pro-Fac which is currently under dispute. See discussion
at Notes 2 and 4.

Transactions between Curtice Burns and Pro-Fac have been eliminated for
purposes of this combined statement of cash flows.

Note 6. PROPERTY, PLANT AND EQUIPMENT AND RELATED OBLIGATIONS

The following is a summary of property, plant and equipment and related
obligations at June 25, 1994 and June 26, 1993.

<PAGE>
<TABLE>
<CAPTION>
June 25, 1994 June 26, 1993
--------------------------------- -----------------------------------
Leased From Leased From
--------------- -----------------
Owned Owned
Dollars in Thousands Assets Pro-Fac Others Total Assets Pro-Fac Others Total
------ ------- ------ ----- ------ ------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Land $ 6 $ 8,635 $ -- $ 8,641 $ 41 $ 9,673 $ -- $ 9,714
Land improvements 85 3,467 -- 3,552 85 3,693 -- 3,778
Buildings 1,150 86,903 720 88,773 1,377 95,597 720 97,694
Machinery and
equipment 8,953 219,971 4,609 233,533 8,895 234,930 6,615 250,440
Construction in
progress 21,085 -- -- 21,085 18,778 -- -- 18,778
Valuation allowance -- (3,970) -- (3,970) (6,900) -- -- (6,900)
-------- -------- ------ -------- ------- -------- ------ --------
31,279 315,006 5,329 351,614 22,276 343,893 7,335 373,504
Less accumulated
amortization 7,142 173,684 3,272 184,098 6,628 170,380 4,044 181,052
-------- -------- ------ -------- ------- -------- ------ --------

Net $24,137 $141,322 $2,057 $167,516 $15,648 $173,513 $3,291 $192,452
-------- -------- ------ -------- ------- -------- ------ --------
-------- -------- ------ -------- ------- -------- ------ --------

Obligations under
capital leases (1) $141,322 $2,081 $143,403 $173,513 $3,460 $176,973
Less current portion 17,645 785 18,430 21,184 1,687 22,871
-------- ------ -------- -------- ------ --------

Long-term portion $123,677 $1,296 $124,973 $152,329 $1,773 $154,102
-------- ------ -------- -------- ------ --------
-------- ------ -------- -------- ------ --------
</TABLE>

(1) Represents the present value of net minimum lease payments calculated at
the Company's incremental borrowing rate at the inception of the leases,
which ranged from 6 to 9 percent.

As of June 25, 1994, the Company leases seven facilities from Pro-Fac that
are not being utilized and are currently for sale. The net book value of
these properties is $11,898,000 at June 25, 1994.

The following is a schedule of future minimum lease payments together with
the present value of the minimum lease payments related to capitalized
leases, both as of June 25, 1994.

<TABLE>
<CAPTION>
Dollars in Thousands
Capitalized Leases
------------------------
Fiscal year ending last Operating Total Future
Saturday in June Pro-Fac Other Total Leases Commitment
- ----------------------- ------- ----- ----- ------ ----------
<S> <C> <C> <C> <C> <C>

1995 $ 17,645 $1,207 $ 18,852 $ 5,175 $ 24,027
1996 15,829 765 16,594 2,591 19,185
1997 14,590 503 15,093 1,655 16,748
1998 13,276 308 13,584 1,234 14,818
1999 11,963 98 12,061 932 12,993
Later years 68,019 309 68,328 956 69,284
-------- ------ -------- ------- --------

Net minimum lease payments (1) 141,322 3,190 144,512 $12,543 $157,055
------- --------
Less amount representing
interest (1) -- 1,109 1,109
-------- ----- -----

Present value of minimum
lease payments $141,322 $2,081 $143,403
-------- ------ --------
-------- ------ --------
</TABLE>

(1) With respect to the Agreement with Pro-Fac (see Note 4), the net minimum
payments do not include interest since interest amounts are determined and
billed to Curtice Burns based upon Pro-Fac's borrowing costs required to
finance the leased assets. With respect to other leases, interest has been
calculated at the Company's incremental borrowing rate at the inception of
the respective leases.

Total rent expense related to operating leases (including lease arrangements
of less than one year which are not included in the previous table) amounted
to $11,721,000, $13,713,000, and $13,659,000, for fiscal years 1994, 1993,
and 1992, respectively.

47
<PAGE>

Note 7. INCOME TAXES

Taxes on income include the following:

<TABLE>
<CAPTION>
Fiscal Years Ended
------------------------
Dollars in Thousands 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Federal --
Current $4,047 $10,132 $ 1,933
Deferred 1,831 (7,407) 911
------ ------- --------
5,878 2,725 2,844
------ ------- --------

State and foreign --
Current 1,948 4,405 1,827
Deferred 839 (3,235) 98
------ ------- --------
2,787 1,170 1,925
------ ------- --------
$8,665 $ 3,895 $ 4,769
------ ------- --------
------ ------- --------
</TABLE>

The deferred tax liabilities/assets consist of the following:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Liabilities
Depreciation $ 22,147 $19,854 $ 27,734
Non-compete agreements 513 620 1,336
Long-term receivables 1,416 885 --
Insurance accruals -- -- 317
Other 486 592 1,178
--------- ------- --------
24,562 21,951 30,565
--------- ------- --------
Assets
Inventory reserves 319 796 3,124
Allowance for doubtful accounts 514 364 520
Reserve for restructuring 3,526 6,459 --
Capital loss carryforward 3,979 3,979 --
Accrued employee benefits 2,180 1,817 3,659
Insurance accruals 2,022 1,249 --
Pension accruals 2,971 2,179 1,749
Plant consolidation and closing expenses 3,639 2,321 3,256
Alternative minimum income tax -- 376 2,859
Other 941 1,460 2,955
--------- ------- --------
20,091 21,000 18,122
--------- ------- --------
Net deferred liabilities (4,471) (951) (12,443)
Valuation Allowance -- (850) --
--------- ------- --------
$(4,471) $(1,801) $(12,443)
--------- ------- --------
--------- ------- --------
</TABLE>

Federal income taxes have been reduced by $213,000 for job development
credits for fiscal 1992. The fiscal 1994 and 1993 credits have no
significant impact on federal income taxes. The Alternative Minimum Tax
credit carryforwards created in prior years have been fully utilized.

A valuation allowance was recorded in fiscal 1993 for that portion of the
capital loss carryforward where, it was more likely than not that, a tax
benefit would not be realized. However, based on activities during fiscal
1994, which include the anticipated acquisition of the Company by a third
party and the disposal of certain divisions, management now believes that
the utilization of the complete capital loss carryforward is more likely
than not. Accordingly, the provision for the valuation allowance was
reversed in fiscal 1994.

The capital loss carryforward can be used to reduce future capital gains.
The amount expires in fiscal 1999.

A reconciliation of the Company's effective tax rate to the amount computed
by applying the federal income tax rates of 35 and 34 percent to income
before taxes, is as follows:

48
<PAGE>
<TABLE>
<CAPTION>
Fiscal Years Ended
--------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>

Income tax provision/(benefit), at 35% in 1994 and
34% in previous years $6,571 $(6,797) $3,712
State income taxes, net of federal income tax effect 900 189 597
Goodwill 480 9,248 442
Valuation allowance (850) 850 --
Tax credits -- -- (141)
Statutory rate change 480 -- --
Non-deductible legal and advisory expenses 1,058 -- --
Other, net 26 405 159
------ ------- ------
$8,665 $ 3,895 $4,769
------ ------- ------
------ ------- ------

Effective Tax Rate 46.2% N/M* 43.7%
----- ----- -----
----- ----- -----
</TABLE>

*The effective tax rate calculation for 1993 is not meaningful.

On August 10, 1993, President Clinton signed into law a new income tax bill
which increased corporate income tax rates from 34 percent to 35 percent.
Under the provisions of SFAS 109 the Company recorded the impact of this
rate increase during the first quarter of fiscal 1994. The impact of this
rate increase on the Company's deferred tax assets and liabilities resulted
in an increase to income tax expense of approximately $480,000.

Although the Company reported a pretax loss for fiscal 1993, a tax provision
of $3,895,000 was recorded, primarily due to the non-deductible writedown
of goodwill recorded in conjunction with the Company's overall restructuring
plan.

In February 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109, 'Accounting for Income Taxes,'
(SFAS 109) and the Company adopted the provisions of this standard effective
as of June 29, 1991. Under the liability method specified by SFAS 109, the
deferred tax liability is based on the difference between the financial
statement and tax basis of assets and liabilities as measured by the enacted
tax rates which are anticipated to be in effect when these differences
reverse. The deferred tax provision is the result of changes in the
liability for deferred tax. There was no cumulative effect of this change
on prior years and no effect on the 1992 provision for income taxes for this
accounting change as the Company was previously accounting for income taxes
in accordance with SFAS 96.

Note 8. CAPITAL STOCK

The rights and privileges of the holders of the two classes of common stock
are identical except as follows:

Class A shares are freely transferable. Holders of Class B shares cannot
transfer or sell such shares without first offering the shares to the
Company.

Dividends may be paid on Class A shares without payment of dividends on
Class B shares; any dividends paid on Class B shares cannot exceed the per
share dividends on Class A shares.

The Class A shareholders vote for the election of 30 percent (rounded to the
nearest whole number) and the Class B shareholders vote for the election of
70 percent of the directors of the Company. As of June 25, 1994, Agway Inc.
owned through a subsidiary approximately 33.8 percent of the outstanding
securities of the Company, consisting of 899,447 shares or 13.6 percent of
the Class A stock and 2,036,643 shares or 99.0 percent of the Class B stock.
In fiscal 1993, Agway informed the Company it was considering the potential
sale of its interest in the Company (see Note 2).

The Company had reserved 523,125 shares of Class A common stock for its 1980
Non-Qualified Stock Option Plan. During fiscal 1982, by shareholder vote,
this plan and most of the outstanding options under the plan were converted
to an Incentive Stock Option Plan complying with the regulations issued by

49
<PAGE>

the Internal Revenue Service under 1981 tax legislation. The plan has
expired so that no new options can be granted from it but the remaining
unexercised options can be exercised until ten years from the day they were
granted. The Company reserved 500,000 shares of Class A common stock for
its 1990 Incentive Stock Option Plan which was approved by shareholders on
November 15, 1990. Under these plans, options have been granted to officers
and key employees at prices equal to the fair market value at the date of
grant and are exercisable over a ten year period. During the first five
years, the options are exercisable at a rate of 20 percent each year on a
cumulative basis, except that those options granted March 27, 1993, were not
exercisable until March 27, 1994, at which time 40 percent were exercisable.

The following summarizes stock option transactions for fiscal years 1992
through 1994:

1980 Plan 1990 Plan
--------------------- ----------------------
Number Price Number Price
of Shares per Share of Shares per Share
--------- --------- --------- ---------
<S> <C> <C> <C> <C>

Outstanding at June 28, 1991 173,823 $ 7.11-24.63 97,700 $15.38
Granted -- -- 150,000 10.25
Exercised -- -- (3,141) 10.25
Canceled (8,203) 20.58-22.67 (97,700) 15.38
------- ------------ ------- ------------

Outstanding at June 26, 1992 165,620 7.11-24.63 146,859 10.25
Granted 268,000 14.25-14.63
Exercised (31,185) 7.11-12.17 (3,500) 10.25
Canceled (13,901) 11.00-23.83 (3,120) 10.25
------- ------------ ------- ------------

Outstanding at June 26, 1993 120,534 11.00-24.63 408,239 10.25-14.63
Granted -- -- 1,400 12.63
Exercised -- -- (5,650) 10.25
Canceled (19,747) 17.67-24.63 (26,066) 10.25-14.63
------- ------------ ------- ------------
Outstanding at June 25, 1994 100,787 $11.00-22.67 377,923 $10.25-14.63
------- ------------ ------- ------------
------- ------------ ------- ------------
Exercisable at June 25, 1994 98,965 $11.00-22.67 175,645 $10.25-14.63
------- ------------ ------- ------------
------- ------------ ------- ------------
</TABLE>

The Company had reserved 409,688 shares of Class A common stock for issuance
under the 1980 Installment Stock Purchase Plan, which was amended by
stockholder vote on November 12, 1981 to an Incentive Stock Option Plan.
Under this plan,401,593 shares were issued and the plan expired as of June
28, 1991.

The Company has also reserved 150,000 shares of Class A common stock for
issuance under the 1990 Installment Stock Purchase Plan which was approved
by shareholders on November 15, 1990. Under this plan, 75,441 shares were
issued, and no shares had been subscribed as of June 25, 1994.

Under this stock purchase plan, each salaried employee and eligible hourly-
paid employee has been offered options equal in value to 10 percent of the
employee's annual base salary as of the date the option is offered, at
prices equal to the fair market value at the date of offer. The employee
has 45 days to subscribe and can exercise at that time or up to one year
later. The absence of stock subscriptions as of June 25, 1994, relates to
a decision by the Company to freeze this Plan until the potential change in
ownership of the company is clarified or completed.

None of the options has been considered in the computation of weighted
average shares outstanding inasmuch as their inclusion would be
insignificant.

The following summarizes changes in common stock, additional paid-in capital
and treasury stock for fiscal years 1992 through 1994:

50
<PAGE>

<TABLE>
<CAPTION>
Class A Common Class B Common Additional
-------------- -------------- Paid-In
Dollars in Thousands Shares Amount Shares Amount Capital
----- ------ ------ ------ -------

Balance at June 28, 1991 6,846,029 $6,778 2,063,282 $2,043 $17,600

Exchange of Class B stock
for Class A stock 2,430 3 (2,430) (3) --
Issued under Stock Option and
Purchase Plans 15,292 14 -- -- 199
Stock canceled in connection
with acquisition (341,297) (338) -- -- (4,662)
--------- ------ --------- ------ -------

Balance at June 26, 1992 6,522,454 6,457 2,060,852 2,040 13,137

Exchange of Class B stock
for Class A stock 150 -- (150) -- --
Issued Under Stock Option and
Purchase Plans 47,539 47 -- -- 470
Repurchased and canceled
under terms of Stock
Option Plan (1,625) (1) -- -- (16)
--------- ------ --------- ------ -------

Balance at June 26, 1993 6,568,518 6,503 2,060,702 2,040 13,591

Exchange of Class B stock
for Class A stock 3,826 4 (3,826) (4) --
Issued under Stock Option
and Purchase Plans 56,086 55 -- -- 633
--------- ------ --------- ------ -------

Balance at June 25, 1994 6,628,430 $6,562 2,056,876 $2,036 $14,224
--------- ------ --------- ------ -------
--------- ------ --------- ------ -------
</TABLE>

Note 9. PENSIONS, PROFIT SHARING, AND OTHER EMPLOYEE BENEFITS

Pensions

The Company has primarily noncontributory defined benefit plans covering
most employees. The benefits for these plans are based primarily on years
of service and employees' pay near retirement. The Company's funding policy
is consistent with the funding requirements of Federal law and regulations.
Plan assets consist principally of common stocks, corporate bonds and U.S.
Government obligations.

The Company also participates in several union sponsored pension plans;
however, it is not possible to determine the Company's relative share of the
accumulated benefit obligations or net assets for these plans.

Pension cost for fiscal years ended 1994, 1993, and 1992 includes the
following components:

51
<PAGE>

<TABLE>
<CAPTION>
Dollars in Thousands 1994 1993 1992
------------------ ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Service cost - benefits earned
during the period $ 3,958 $ 3,927 $ 3,393
Interest cost on projected
benefit obligation 6,815 6,259 5,951
Return on assets
Actual gain $(2,044) -- $(6,311) -- $(6,446) --
Deferred gain (5,213) (7,257) (842) (7,153) (493) (6,939)
------- ------- -------

Amortization of
transition amount at
June 29, 1985 (1,001) (1,001) (1,001)
Amortization of
prior service cost 426 130 134
Recognition of curtailment gain (874) -- --
Amortization of gain 6 -- --
------- ------- -------
2,073 2,162 1,538
Union and other pension costs 593 555 427
------- ------- -------
Net pension cost $ 2,666 $ 2,717 $ 1,965
------- ------- -------
------- ------- -------
</TABLE>

As a result of restructuring activities, the Plan assets and obligations
were remeasured as of November 22, 1993. The restructuring and the
resulting curtailment caused the projected benefit obligation to decrease
by approximately $874,000 and caused approximately $311,000 of previously
unrecognized prior service cost to be recognized immediately. This resulted
in a net decrease in annual pension cost of $563,000.

The pension plans' funded status was as follows:

<TABLE>
<CAPTION>
June 25, 1994 June 26, 1993 June 26, 1992
------------- ------------- -------------
Accumulated Assets Assets
Benefits Exceed Exceed
Exceed Accumulated Accumulated
Dollars in Thousands Assets Benefits Benefits
------ -------- --------
<S> <C> <C> <C>
Actuarial present value of
benefit obligations:
Vested benefit obligation $(71,302) $(66,927) $(57,234)
-------- -------- --------
-------- -------- --------

Accumulated benefit obligation $(76,649) $(70,522) $(62,997)
-------- -------- --------
-------- -------- --------

Projected benefit obligation $(87,744) $(85,277) $(76,033)
Plan assets at fair value 71,875 74,147 72,941
-------- -------- --------

Projected benefit obligation in excess
of plan assets (15,869) (11,130) (3,092)
Unrecognized net loss 11,075 8,305 3,423
Unrecognized prior service cost 1,088 1,693 1,701
Unrecognized net asset at year end (4,408) (5,410) (6,411)
Liability for unfunded accumulated
benefit obligation (1,401) -- --
-------- -------- --------
(9,515) (6,542) (4,379)
Union and other pension plans (958) (711) (536)
-------- -------- --------

Pension liability at year end $(10,473) $ (7,253) $ (4,915)
-------- -------- --------
-------- -------- --------
</TABLE>

In 1994 the assumed discount rate, assumed long-term rate of return on plan
assets and the assumed long-term rate of compensation increase were 7.75
percent, 10.0 percent and 4.50 percent, respectively. In 1993 and 1992 the
assumed discount rate, assumed long-term rate of return on plan assets and
the assumed long-term rate of compensation increase were 8.25 percent, 10.0
percent and 6.0 percent, respectively.

52
<PAGE>

Provisions of the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 87, 'Employers Accounting for Pensions'
(SFAS 87), require the Company to record a minimum pension liability
relating to certain unfunded pension obligations, establish an intangible
asset thereto and reduce stockholders equity. At June 25, 1994, a minimum
pension liability of $1,401,000 was recorded as required by SFAS 87. A
related intangible asset was recorded for $1,356,000 and stockholders equity
was reduced by $45,000. The adjustment in the minimum pension liability at
June 25, 1994 resulted mainly from a decrease in the discount rate and the
general performance of investment markets.

Profit Sharing

Under the Deferred Profit Sharing Plan, the Company allocates to all
salaried employees a percentage of its earnings in excess of 7.0 percent of
the combined long-term debt and equity (as defined) of Pro-Fac and the
Company. In fiscal 1994, $1,171,000 was allocated to the Plan while no
awards were allocated in fiscal years 1993 and 1992.

Postretirement Benefits Other Than Pensions

Generally, other than pensions, the Company does not pay retirees' benefit
costs. Isolated exceptions exist, which have evolved from union
negotiations, early retirement incentives and existing retiree commitments
from acquired companies.

In December 1990, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 106, 'Employers' Accounting for
Postretirement Benefits Other Than Pensions' (SFAS 106). SFAS 106,
effective for fiscal years beginning after December 15, 1992, requires
employers to accrue the cost of retiree health and other postretirement
benefits during the working careers of active employees and allows the
transition obligation to be recognized in net income either immediately or
over 20 years.

The Company adopted SFAS 106 during the first quarter of fiscal 1994. The
Company has elected to amortize the unrecognized transition obligation over
20 years. The adoption of SFAS 106 is not considered material to the
financial statements is a whole.

The Company has not prefunded any of its retiree medical or life insurance
liabilities. Consequently there are no Plan assets held in a trust, and
there is no expected long-term rate of return assumption for purposes of
determining the annual expense.

The Plan's funded status was as follows:

<TABLE>
<CAPTION>
(Dollars in Thousands)
June 25,
1994
----
<S> <C>
Accumulated postretirement benefit obligation:
Fully eligible active participants $ 202
Other active participants 288
Retirees 2,474
-------
Total 2,964
Less Plan assets at fair value 0
-------
Accumulated postretirement benefit obligation
in excess of fair value of assets (2,964)
Unrecognized transition obligation 2,622
Unrecognized prior service cost 0
Unrecognized losses 6
-------
Accrued postretirement benefit cost $ (336)
-------
-------
</TABLE>

53
<PAGE>

Net periodic postretirement benefit cost included the following components:

<TABLE>
<CAPTION>
June 25,
(Dollars in Thousands) 1994
----
<S> <C>
Service cost $ 38
Interest cost 248
Actual return on assets 0
Net amortization and deferral 155
----
Net periodic postretirement benefit cost $441
----
----
</TABLE>

Restructuring activities during the year resulted in a curtailment which
caused the Accumulated Postretirement Obligation to decrease by
approximately $878,000 and the Unrecognized Transition Obligation to
decrease by approximately $817,000. This resulted in a net decrease in the
Net Postretirement Benefit Cost of $92,000.

The weighted-average assumed discount rate used to measure the benefit
obligations was 8.25 percent at the beginning and 7.75 percent at the end
of the fiscal year.

The annual rate of increase in the per capita cost of health care benefits
was assumed to be 15 percent for 1993. The rate was assumed to decrease
gradually to 6.5 percent by the year 2006 and remain at that level
thereafter.

The health care cost trend rate assumption has a significant effect on the
amounts reported. To illustrate, increasing the assumed health care cost
trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation (APBO) and the aggregate of
the service and interest cost components of the net periodic postretirement
benefit cost as follows:

<TABLE>
<CAPTION>
(Dollars in Thousands) Current 1% Higher
Trend Trend
----- -----
<S> <C> <C>

APBO $2,964 $3,149

Service Cost + Interest Cost $ 286 $ 301
</TABLE>

Employers' Accounting for Postemployment Benefits

In November 1992, the Financial Accounting Standards Board issued Statement
of Accounting Standards No. 112, 'Employers' Accounting for Postemployment
Benefits.'

This Statement is effective for fiscal years beginning after December 15,
1993. Management believes that any change caused by this Statement will not
be material.

Note 10. OTHER MATTERS

Contingencies

In conjunction with the sale of the National Oats Division by the Company,
Pro-Fac terminated the membership of the Harvest States Cooperatives
('Harvest States') in Pro-Fac. Harvest States was the National Oats
Division's only supplier of oats. As a result of this action, Harvest
States filed a claim against Pro-Fac for, among other things, the receipt

54
<PAGE>

of payments for future oats purchases after the sale of National Oats
division through fiscal year 1995.

Under an agreement with Pro-Fac, the Company agreed to indemnify Pro-Fac as
to certain expenses arising out of the termination of the membership of
Harvest States in Pro-Fac. It was agreed that any settlement payments would
be deemed an expense of the Company under the division of earnings with Pro-
Fac. The exact amount of any potential settlement related to this issue
cannot be estimated at June 25, 1994, but management, upon input from
counsel, does not believe that this is a material exposure to the Company.

A grower has filed suit against the Company for damages resulting from
defective seed which was purchased from the Southern Frozen Foods division.
The lawsuit alleges that the defective seed resulted in the loss of crops
and acreage use for a growing season, and the grower is seeking $950,000 in
damages. Management believes this claim is without merit and intends to
vigorously defend its position. As the amount of damages is neither
probable nor reasonably estimable, no accrual for loss has been included in
the fiscal 1994 financial statements. In addition, management anticipates
that all material costs of settlement, if incurred, will be covered under
its insurance policies.

Commitments

The Company's Southern Frozen Foods Division has guaranteed an approximate
$1.4 million loan for the City of Montezuma to renovate a sewage treatment
plant operated by Southern Frozen Foods on behalf of the City.

Subsequent Events

Subsequent to year end, on July 1, 1994, Curtice Burns declared a dividend
of $.16 per share to Class A and Class B shareholders of record on July 15,
1994. The dividend was paid on July 29, 1994.

In July 1994, a plant operated by the Company's Southern Frozen Foods
division, located in Montezuma, Georgia, was damaged by fire. The plant
itself is owned by Pro-Fac and leased to the Company under the terms of the
Integrated Agreement. Management is currently in the process of assessing
the extent of damage to the facility. All material costs associated with
the facility repairs and business interruption are anticipated to be covered
under the Company's insurance policies. The Springfield Bank for
Cooperatives is loss payee on the property insurance policy under the terms
of the Security Agreement with lenders. See Note 5.

<PAGE>

Quarterly Financial Data (Unaudited)

Quarterly financial information for the fiscal years ended June 25, 1994 and
June 26, 1993 appears in the following tables. All quarters reflect 13-week
periods.

In the opinion of management, all material adjustments necessary for a fair
presentation of the unaudited quarterly data have been made.

Dollars in Thousands Except Share Data
<TABLE>
<CAPTION>
Quarters
---------------------------------------
Fiscal 1994 1 2 3 4 Total Year*
-------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>

Net sales $210,090 $243,246 $189,455 $186,325 $829,116
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------
Gross profit $ 57,039 $ 73,869 $ 55,289 $ 50,298 $236,495
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------
Pro-Fac share of earnings $ 2,773 $ 9,700 $ 2,517 $ 1,859 $ 16,849
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------
Income before taxes $ 3,123 $ 10,050 $ 3,130 $ 2,472 $ 18,775
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------
Net income $ 1,184 $ 6,724 $ 1,651 $ 551 $ 10,110
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------
Net income per share $ .14 $ .78 $ .19 $ .06 $ 1.17
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------
Cash dividends declared per share $ .16 $ .16 $ .16 $ .16 $ .64
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------

Market price per share (AMEX)
High $ 14.38 $ 13.88 $ 16.25 $ 17.88 $ 17.88
Low $ 12.00 $ 12.88 $ 12.63 $ 13.38 $ 12.00
</TABLE>

Quarters
---------------------------------------
Fiscal 1993 1 2 3 4 Total Year*
-------- -------- -------- -------- -----------

Net sales $215,739 $239,784 $211,102 $212,002 $878,627
-------- -------- -------- -------- ----------
-------- -------- -------- -------- ----------
Gross profit $ 60,188 $ 73,173 $ 56,074 $ 56,529 $245,964
-------- -------- -------- -------- ----------
-------- -------- -------- -------- ----------
Pro-Fac share of earnings/(loss) $ 1,832 $ 3,381 $ 854 $(27,867) $(21,800)
-------- -------- -------- -------- ----------
-------- -------- -------- -------- ----------
Income/(loss) before taxes $ 2,207 $ 3,756 $ 1,408 $(27,313) $(19,942)
-------- -------- -------- -------- ----------
-------- -------- -------- -------- ----------
Net income/(loss) $ 1,337 $ 2,153 $ 707 $(28,034) $(23,837)
-------- -------- -------- -------- ----------
-------- -------- -------- -------- ----------
Net income/(loss) per share $ .16 $ .25 $ .08 $ (3.25) $ (2.77)
-------- -------- -------- -------- ----------
-------- -------- -------- -------- ----------
Cash dividends declared per share $ .16 $ .16 $ .16 $ .16 $ .64
-------- -------- -------- -------- ----------
-------- -------- -------- -------- ----------

Market price per share (AMEX)
High $ 15.13 $ 17.25 $ 16.38 $ 14.88 $ 17.25
Low $ 12.38 $ 13.00 $ 14.00 $ 11.38 $ 11.38
</TABLE>

*The restructuring gains/(losses) as previously discussed were recorded as
follows:

Dollars in Thousands Fiscal 1994 Fiscal 1993
----------- -----------
<S> <C> <C>
Quarter 2 $8,114 $ (2,152)
Quarter 4 (346) (58,885)
------ --------
Total $7,768 $(61,037)
------ --------
------ --------
</TABLE>
In the fourth quarter of fiscal 1994, a charge of $3,500,000 was recorded
to recognize legal, accounting, investment banking and other expenses
relative to the change in control issue. These amounts are before splitting
with Pro-Fac and before taxes.

<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE REGISTRANT

Name Age Present Office and Experience
- ---- --- -----------------------------
<S> <C> <C>
Donald E. Pease 58 A Curtice Burns director since 1979, elected
* Chairman of the Board in June 1989, is a
dairyman (Pease Farms, Susquehanna,
Pennsylvania). He has been a director of
Agway Inc. since 1972.

John F. Blazin 60 A Curtice Burns director since 1992, has been
(2) President and Chief Executive Officer of
Kelley-Clarke, Inc. since May 1992. Prior to
that he served as President of the Northern
California Division of Kelley-Clarke since
1978. Kelley-Clarke is one of the largest
food broker organizations in the nation. Mr.
Blazin recently served as National Chairman of
the National Food Brokers Association.

Charles C. Brosius 64 A Curtice Burns director since 1989, is a
(1), (4) mushroom farmer (Charles C. Brosius, Inc.,
West Grove, Pennsylvania). He has been Vice
Chairman of Agway Inc. since October 1991 and
a director of Agway Inc. since 1986.

Courtney B. Burdette 54 A Curtice Burns director since 1993, is
(3) Senior Vice President, Cooperative Relations,
Agway Inc. since July 1992. He was Vice
President Energy Group, Vice President of
Corporate Personnel and President of Agway
Energy Products 1990 to 1992, and Director of
Corporate Development of Agway 1987 to 1990.

Robert V. Call, Jr. 68 A Curtice Burns director since 1986, is a
(1) vegetable, fruit, and grain farmer (My-T
Acres, Inc., Batavia, New York). He has been
the President of Pro-Fac Cooperative, Inc.
since 1986, having served as Treasurer from
1973 to 1984. He is a director of Pro-Fac
Cooperative, Inc.

Vyron M. Chapman 61 A Curtice Burns director since 1987, is a
(2), (4) vegetable farmer (Chapman Farms, Cassville,
New York). He has been a director of Agway
Inc. since 1985.

Virginia M. Ford 59 A Curtice Burns director since 1991, is
(3) President and owner of Ford Research Services,
Inc., which she founded in 1982. Her consumer
research firm specializes in marketing
consulting and the design of research
projects, as well as supervising the field
service aspect of the research. She is a
board member of the National Marketing
Research Association.

</TABLE>

<PAGE>

Name Age Present Office and Experience (Cont'd.)
- ---- --- ---------------------------------------------
<S> <C> <C>

David J. McDonald 66 A Curtice Burns director since 1979, had been
(1) President and Chief Executive Officer of the
Company from July 1985 to March 8, 1994. He
was Executive Vice President of the Company
from February 1982 to June 1985 and formerly
served as Vice President from March 1981 to
February 1982 and as President of the
Company's Nalley's Fine Foods Division from
July 1975 until March 1981.

Roy A. Myers 63 A Curtice Burns director since 1987, has been
(3) Executive Vice President of the Company since
July 1987. He formerly served as Vice
President-Operations of the Company from 1985
to 1987 and as Vice President from September
1983 to June 1985. He has been General
Manager of Pro-Fac Cooperative, Inc. since
July 1987, having served as Assistant General
Manager from September 1983 to June 1987.

John L. Norris 51 A Curtice Burns director since 1989. He is
(2) Group Vice President, Consumer Group, Agway
Inc. From July 1990 to June 1992 he had been
Vice President, Distribution Division of Agway
Inc. From July 1988 to July 1990, Mr. Norris
was Vice President, Financial Services Group
of Agway Inc. He served as Region Manager for
Distribution Services of Agway Inc. from 1985
to July 1988 and prior to that served as
Marketing Manager of the Country Foods
Division of Agway Inc.

J. William Petty 62 A Curtice Burns director since 1986, has been
* President and Chief Executive Officer of the
Company since March 1993, and had served as
Executive Vice President of the Company since
July 1985. As Executive Vice President, he
served also as President of the Company's
Nalley's Fine Foods Division 1985-1990 and as
President of the Company's Comstock Michigan
Fruit Division 1990-1993. Joined the Company
in 1983 as President of the Nalley's Fine
Foods division. Most of his career has been
spent in the food business with Curtice Burns,
Procter & Gamble and Campbell Soup (where he
was successively President of the Champion
Valley Farms Division, Vice President of the
Bakery Division of Pepperidge Farms, and
President of the Pepperidge Farms Division).

Charles F. Saul 61 A Curtice Burns Director Since 1993, and from
(1) 1979 to 1991, Mr. Saul is President, Chief
Executive Officer and General Manager of Agway
since February 1992. He was Assistant General
Manager from December 1991 to February 1992;
Chief Operating Officer from April 1991 to
December 1991; Group Vice President, Energy
Group of Agway Inc. from July 1988 to April
1991; Group Vice President, Food Group of
Agway Inc. from July 1987 to July 1988; Vice

</TABLE>
58

<PAGE>
<TABLE>
<CAPTION>
Name Age Present Office and Experience (Cont'd.)
- ---- --- ---------------------------------------------
<S> <C> <C>

Charles F. Saul 61 President, Food Group of Agway Inc. from June
1981 to July 1987; and held various positions
of management at Agway from 1976 to 1981.

Carl D. Smith 59 A Curtice Burns director since 1989, is a
(2), (4) potato and grain corn farmer (Hillacre Farms,
Corinna, Maine). He has been a director of
Agway Inc. since 1984.

Carl H. Tiedemann 68 A Curtice Burns director since 1974, has been
(1) a General Partner of Tiedemann Investment
Group, an investment banking and asset
management firm, since August 1980. He was
President of Donaldson, Lufkin & Jenrette,
Inc., an investment banking firm, from June
1975 through July 1980. He is a director of
Alltel Corporation and Piedmont Management Co.

Carleton E. Whittemore, Jr.51 A Curtice Burns director since 1991. He is
(1), (4) Senior Vice President, Information Services,
Agway Inc. From August 1988 to November 1990
was Vice President of the Farm and Home
Division of Agway Inc.; from May 1987 to
August 1988 he was Director of Farm and Home
services; and from August 1988 to July 1992 he
was Vice President-Corporate Development.
Prior to 1987 he held various management
positions in the Farm and Home Division of
Agway Inc.

Christian F. Wolff, Jr. 68 A Curtice Burns director since 1985, is a
(3), (4) dairyman (Pen-Col Farms, Millville,
Pennsylvania). He has been a director of
Agway Inc. since 1982.
</TABLE>

Standing Committees of the Board:

Assignments as of the last meeting of the Board held within Fiscal 1994.

(1) Finance Committee (acts as the Audit Committee, excluding Management
Directors)

(2) Human Resource Committee

(3) Public Responsibility Committee

(4) Nominating Committee

* The Chairman of the Board and President serve as ex-officio members of all
committees.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name Age Present Office and Experience
- ---- ---- --------------------------------
<S> <C> <C>

Donald E. Pease 58 Chairman of the Board since 1989 and Director
since 1979.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Name Age Present Office and Experience
- ---- --- ------------------------------------------------

J. William Petty 62 A Curtice Burns Director since 1986, President
and Chief Executive Officer of the Company
since March 1993, had been Executive Vice
President since July 1985. As Executive Vice
President, he served also as President of the
Company's Nalley's Fine Foods Division 1985-
1990 and as President of the Company's
Comstock Michigan Fruit Division 1990-1993.
Joined the Company in 1983 as President of the
Nalley's Fine Foods division. Most of his
career has been spent in the food business
with Curtice Burns, Procter & Gamble and
Campbell Soup (where he was successively
President of the Champion Valley Farms
Division, Vice President of the Bakery
Division of Pepperidge Farms, and President of
the Pepperidge Farms Division).

Diana T. Bartalo 48 Director of Financial Reporting since 1992.
Assistant Treasurer since 1988. Corporate
Accounting Manager 1976-1992. Several
administrative staff positions 1970-1976.

Patrick D. Lindenbach 39 Executive Vice President since March 1993 and
President of Nalley's Division since June 1990
and President of Nalley's Canada Ltd. from
1988 to June 1990.

Robert E. McMahon 53 Vice President Information Systems since
November 1993; prior to that he was Vice
President, Information Systems for the
Comstock Michigan Fruit Division 1992-1993 and
Director of Corporate Information Systems
since December 1991. He joined the Comstock
Michigan Fruit Division as Systems Integration
Manager in 1989 and became Director of
Information Systems for that Division in 1990.
Prior to employment with Curtice Burns, he
held management, executive and technical
positions with such organizations as Abbott
Labs, BASF, IBM,
MTech, and Price Waterhouse.

Dennis M. Mullen 40 President and Chief Executive Officer of
Comstock Michigan Fruit Division since March
of 1993. He joined the Company in 1990 as
Senior Vice President of Custom Pack Sales for
Nalley's Fine Foods Division, and in 1991
became Senior Vice President for the
foodservice business unit of Comstock Michigan
Fruit Division. Prior to Curtice Burns, Mr.
Mullen was President and Chief Executive
Officer of Globe Products Company.

Tommy L. Murray 55 President-Curtice Burns Snack Foods Group
since February 1989. Vice President of
Franchise/Sales Development/Food Service of
the Canada Dry Corporation from 1982 to 1989.
Vice President-Sales of Crush International
from 1974 to 1982.

</TABLE>
60

<PAGE>
<TABLE>
<CAPTION>
Name Age Present Office and Experience (Cont'd.)
- ---- --- -----------------------------------------------

Roy A. Myers 63 A Curtice Burns director since 1987, has been
Executive Vice President of the Company since
July 1987. He formerly served as Vice
President-Operations of the Company from 1985
to 1987 and as Vice President from September
1983 to June 1985. He has been General
Manager of Pro-Fac Cooperative, Inc. since
July 1987, having served as Assistant General
Manager from September 1983 to June 1987.

Blaine B. Petersen 66 Vice President Operations since 1991; prior to
that he was Director of Operations since 1990.
Before joining Curtice Burns, he was Vice
President Plant Operations, Grace Culinary
Systems Division of W.R. Grace & Co. 1988-
1990, Vice President Operations, Fishery
Products, Inc. 1983-1988. Various executive
management positions 1969-1983.

Earl L. Powers 50 Vice President and Controller since March
1993, Vice President Finance and Management
Information Systems, Comstock Michigan Fruit
Division of the Company 1991 to March 1993.
Prior to joining the Company, Controller of
various Pillsbury Company divisions 1987-1990
and various other executive management
positions at the Pillsbury Company 1976-1987.

William D. Rice 60 Senior Vice President since 1991; Secretary
since June 1989; Treasurer since 1975; Vice
President Finance 1969-1991.

Lois J. Warlick-Jarvie 36 Vice President Human Resources since January
1993; Corporate Director Human Resources July
1991 to January 1993; Manager Compensation,
Benefits and Risk Management January 1989 to
July 1991; various administrative staff
positions within the Company 1982 to 1989.

Stephen R. Wright 47 Vice President Procurement since July 1990.
Director of Commodities and Administrative
Services April 1988 to June 1990; Corporate
Commodity Analyst from April 1982 to April
1988; Corporate Commercial Market Value
Coordinator from November 1978 to April 1982.

</TABLE>

There are no family relationships between any Director, executive officer,
or any person nominated or chosen by the Company to become a Director or
executive officer. Officers of the Company serve for a term of office from
the date of election to the next organization meeting of the Board of
Directors and until their respective successors are elected and qualified,
except in the case of death, resignation, or removal.

Item 11. EXECUTIVE COMPENSATION

Human Resource Committee Report on Executive Compensation

The Human Resources Committee of the Board of Directors (the 'Committee')
is composed entirely of non-employee directors. The Committee is
responsible for reviewing and approving the Company's executive compensation
program on an annual basis.
61

<PAGE>

Compensation Philosophy

The Company recognizes the importance of senior management to the continued
success of the enterprise and is committed to a compensation philosophy
which will attract, retain, and motivate highly qualified senior management.
To achieve this objective, the Company realizes that it must offer a
compensation program which is competitive within the food processing
industry and which is sensitive to individual and organizational
performance.

This compensation goal is pursued in a manner that stresses 'pay for
performance.' Those elements of the compensation program that rise or fall
based on financial achievement are stressed over base earnings levels.

Policy

It is the policy of the Company to compensate senior management
competitively for similar positions within the food processing industry.
In determining similar positions, Company revenues are taken into account.

Compensation packages are structured so that base salaries will tend to be
on the low end of the salary range, while opportunity for 'pay for
performance' will be somewhat greater than those of competitive companies.
'Pay for performance' will be focused largely in terms of short term
incentives as opposed to stock options due to the limitations resulting from
the financial structure of the Company and Pro-Fac.

Each year the Committee performs a review of the Company's executive
compensation program, with the assistance of an independent outside
consultant. In this review, competitive survey data of food companies
similar in size to the Company are analyzed, if available. (Companies in
the consumer non-durable goods manufacturing industry are used if food
companies are not available.) This data is used to determine 'going rates'
for each executive's base salary, short-term and long-term incentive levels.

Current Compensation Program Practices

The Company designs and administers its compensation program to offer
competitive salary levels and incentive opportunities which balance both
short term and long term performance. The competitive frame of reference
is the food processing industry and consumer non-durable goods
manufacturing.

Base Salaries

Competitive salary ranges are assigned to each senior manager which
represent salary ranges for similar positions within the food industry. The
midpoint of each salary range represents the fiftieth percentile of salaries
paid for comparable positions within the food processing industry.
Individual sustained performance influences the placement of an executives'
salary within the respective range. Generally, wherever practical,
executive salaries are at the low end of the salary range.

Short-Term Incentives

The Company provides an annual incentive program to senior managers designed
to recognize yearly performance against pre-established financial goals.
For fiscal 1994 and forward, the underlying performance standard of this
program provides that, if a manager's business unit and the corporation as
a whole achieves annual earnings equal to the original Profit Plan, the
manager receives a bonus as a percent of salary equivalent to that of
counterparts in competitive companies as measured by compensation

<PAGE>

consultants. Performance above standard results in higher awards,
performance below this standard results in much reduced awards. For fiscal
1994 and forward, this plan had been revised so that goals are based upon
original profit plan and each participant's bonus will be based upon one-
third of corporate performance. Prior to fiscal 1994, the Plan measured
performance of each business unit against historical earnings goals without
regard to corporate performance.

Long-Term Incentives

The objectives of the long-term incentive plan are to align the interests
of executives with those of shareholders and to encourage employee ownership
in the Company through the Executive Stock Option Plan. Stock option grant
levels are established by determining the typical value of long-term
incentives at various levels of responsibility based on competitive surveys.
Stock option grant levels represent the twenty-fifth percentile of long-term
incentives granted for comparable positions within the food processing and
consumer non-durable goods industries because a significant portion of the
Company's financing is provided through the relationship with Pro-Fac, and
grants at the fiftieth percentile might have a dilutive effect on
shareholder value.

The absence of stock option grants in 1994 relates to a decision by the
Company to not ask shareholders to approve additional shares for the Plan
until the potential change in ownership of the Company is clarified or
completed.

Retirement/Capital Accumulation Plans

The Company currently has two retirement plans and two capital accumulation
plans.

Retirement, Deferred Profit Sharing, and 401-K

Both the retirement plan and the deferred profit sharing program (a capital
accumulation plan) work together to provide a retirement benefit that is
competitive within the food processing industry. Unlike the retirement
plan, which is a defined benefit plan with no risk, the deferred profit
sharing program is a defined contribution plan which is dependent upon the
financial success of the Company. Because of this, a continuing string of
low earnings years would position the Company's total retirement benefits
below competitive levels. Additionally, the Company administers a 401-K
plan which is entirely employee funded.

Supplemental Executive Retirement Plan ('SERP')

The SERP is designed to ensure the payment of a competitive level of
retirement income in order to attract, retain, and motivate selected senior
managers. The plan is designed to provide a benefit which, when added to
other retirement income of the executive, will meet the objective described
above.

Perquisites

The Company does not grant significant perquisites to its employees or
officers.

Chief Executive Officer Compensation

The salary, short-term incentive target and stock option grant level of the
chief executive officer are determined by the Committee in conformance with
the policies and practices described above for all executives of the

<PAGE>

Company. In Fiscal 1994, Mr. Petty's annual base salary was increased from
$400,000 to $424,000, and his targeted annual incentive award was 50 percent
of his base salary earned during the fiscal year. (Mr. Petty's actual bonus
of $219,440 as shown on the Summary Compensation Table was based on overall
corporate performance. In years prior to fiscal 1994, Mr. Petty's bonus was
based on the performance of the business units for which he was responsible
as Executive Vice President and on overall corporate performance.) In
making these compensation decisions, the Committee considered the base
salaries, bonus levels and stock option grants of Chief Executive Officers
of food processing companies similar in size to the Company, as well as his
service to the Company, his performance during the year and its judgment
that Mr. Petty has the expertise and leadership qualities necessary to drive
the future success of the Company.

Future Elements of a Compensation Program

It should be recognized that compensation programs offered to senior
managers within the food processing industry change due to business
objectives, tax regulations, and state-of-the-art changes. In order to
remain competitive with other food companies, it is the Company's policy to
monitor compensation changes and trends within the industry and adjust its
own program whenever appropriate.

Carl D. Smith, Chairman
John F. Blazin
Vyron M. Chapman
John L. Norris

<PAGE>

The following table shows the cash compensation and certain other components
of the compensation of the chief executive officer and the four (4) other
most highly compensated Executive Officers of the Company earned during
fiscal years ended June 25, 1994, June 26, 1993, and June 26, 1992.

Executive Compensation
Summary Compensation Table

<TABLE>

Long-Term
Annual Compensation Deferred
Compensation(1) Awards Profit
Name and Principal Position Year Salary Bonus(2) Options(3) Sharing
- ---------------------------- ---- ------ --------- --------- --------

J. William Petty - 1994 $406,369 $219,440 0 $13,323
Chief Executive Officer 1993 322,498 148,739 66,800 0
and Director 1992 283,134 73,803 11,785 0

Patrick D. Lindenbach - 1994 $189,083 $ 66,438 0 $ 6,403
Executive Vice President 1993 166,779 102,152 12,700 0
1992 145,206 84,569 1,154 0

Dennis M. Mullen - 1994 $170,128 $101,643 0 $ 5,761
President, Comstock 1993 151,880 98,531 10,200 0
Michigan Fruit Division 1992 134,369 57,217 0 0

Roy A. Myers - 1994 $228,615 $101,231 0 $ 7,886
Executive Vice President 1993 219,969 35,943 18,200 0
and Director 1992 211,467 3,460 0

William D. Rice - 1994 $230,912 $102,248 0 $ 7,933
Senior Vice President, 1993 222,700 36,389 19,500 0
Secretary and Treasurer 1992 215,494 3,403 0
</TABLE>

(1) No named Executive Officer has received personal benefits during the listed
years in excess of the lesser of $50,000 or 10 percent of annual salary.

(2) Pursuant to the Management Incentive Plan of the Company (the 'Incentive
Plan'), additional compensation is paid if justified by the activities of
the officers and employees eligible under the Incentive Plan and by the
earnings of the Company and of Pro-Fac Cooperative, Inc. ('Pro-Fac').

(3) Fiscal 1992 options are net of canceled options as follows:

<TABLE>
<CAPTION>
Granted Canceled
-------------------- -------------------
Shares Per Share Shares Per Share
------ --------- ------ ---------
<S> <C> <C> <C> <C>
J. William Petty 23,485 $10.25 11,700 $15.375
Patrick D. Lindenbach 6,554 10.25 5,400 15.375
Roy A. Myers 12,460 10.25 9,000 15.375
William D. Rice 12,803 10.25 9,400 15.375
</TABLE>

Retirement Plans

The Company's Master Salaried Retirement Plan (the 'Pension Plan') provides
defined retirement benefits for its officers and all salaried and clerical
personnel. The compensation upon which the pension benefits are determined
is included in the salary column of the 'summary compensation table'.

For retirement before age 65, the annual benefits are reduced by an amount
for each year prior to age 65 at which such retirement occurs so that if
retirement occurs at age 55, the benefits are 70 percent of those payable
at age 65.

<PAGE>

The approximate number of years of credited participation under the
Company's Pension Plan as of June 25, 1994, of the Executive Officers listed
in the compensation table on page 63 are as follows: J. William Petty-10,
Patrick D. Lindenbach-4, Dennis M. Mullen-4, Roy A. Myers-32, and William
D. Rice-22.

On January 28, 1992, the Company adopted an Excess Benefit Retirement Plan
which serves to provide employees with the same retirement benefit they
would have received from the Company's Master Salaried Retirement Plan under
the career average base pay formula, but for changes required under the 1986
Tax Reform Act and the compensation limitation under Section 401(a)(17) of
the Internal Revenue Code, which was $150,000 on January 1, 1994, having
been revised in the 1992 Omnibus Budget Reform Act.

The following table shows the estimated pension benefits payable to a
covered participant, at age 65, at the specified final average pay, and
years of credited service levels under the Company's Master Salaried
Retirement Plan and the Excess Benefit Retirement Plan.

Pension Plan Table

<TABLE>
<CAPTION>
Years of Service
---------------------------------------------------
Final
Average Pay 15 20 25 30 35
- ---------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $22,607 $ 29,558 $ 36,490 $ 43,446 $ 50,645
150,000 27,857 36,558 45,240 53,946 62,895
175,000 33,107 43,558 53,990 64,446 75,145
200,000 38,357 50,558 62,740 74,946 87,395
225,000 43,607 57,558 71,490 85,446 99,645
250,000 48,857 64,558 80,240 95,946 111,895
275,000 54,107 71,558 88,990 106,446 124,145
300,000 59,357 78,558 97,740 116,946 136,395
350,000 69,857 92,558 115,240 137,946 160,895
400,000 80,357 106,558 132,740 158,946 185,395
</TABLE>

The benefits listed on the Pension Plan Table are not subject to any
deduction for Social Security.

The Company also maintains a Supplemental Executive Retirement Plan ('SERP')
to ensure that key executives affected by joining the Company at mid-career
will receive levels of retirement income reasonably related to their service
and compensation, and reflecting their contribution to the success of the
Company.

Presently the SERP includes Mr. Petty as a participant. The Plan ensures
that participants will receive, from all past and current employment
sources, a minimum aggregate benefit of 50 percent of Final Average Base
Salary upon retirement at age 65 with decreasing amounts as early as age 62,
but no SERP benefit if retirement occurs prior to age 62. Final Average
Base Salary is defined as the average of the highest three consecutive
calendar years' compensation, including base salary and cash incentive
bonuses. Retirement benefits for SERP participants will be paid from a
combination of five sources: The Master Salaried Retirement Plan of the
Company, the interest income available from the accumulations in the
Company's Deferred Profit Sharing Plan, primary benefits under Social
Security, any pension plans from previous employment, and finally, an
increment paid by the SERP from the Company's general funds to bring the
aggregate benefits to the prescribed level. The SERP is not tax qualified
and is not subject to the various maximum benefit limitations prescribed in
ERISA and the 1986 Tax Reform Act. The total projected annual benefit
payable under this supplemental plan to Mr. Petty at age 65, assuming
current compensation levels and continued service to age 65, is $130,532.

<PAGE>

Change of Control Provisions of Severance and Other Benefit Plans

The Company has adopted a Change of Control Severance Plan concerning
certain key employees and Executive Officers (the 'Plan'). The Plan
provides salary and benefit continuation to designated executives (including
the named executives listed in the compensation table) in the event their
employment is terminated within a specified period after a change of control
of the Company, as such term is defined in the Plan.

The Plan has a term ending in February, 1995; however, if a change in
control occurs within that time period, the Plan will remain in existence
for two years after the date of the change of control. The Plan cannot be
terminated within two years after a change of control or during any period
of time when the Company has knowledge that a third person has taken steps
reasonably calculated to effect a change of control. The Plan provides for
salary and benefit continuation upon termination other than for cause within
the two-year period following a Change of Control as follows: one year of
salary and benefit continuation for Messrs. Petty, Myers and Rice; two years
of salary and benefit continuation for the other designated executives
including Messrs. Lindenbach and Mullen, or until the executive obtains
other employment at an annual salary not less than 75 percent of his annual
salary at termination, whichever occurs first.

Under the terms of the Agreement, Mr. Petty would be entitled to a minimum
supplemental retirement benefit equal to 50 percent of his current salary,
less all other sources of retirement income including his supplemental
retirement benefit, if any, under the Curtice Burns Foods Supplemental
Executive Retirement Plan. Messrs. Myers and Rice would be entitled to a
supplemental retirement benefit equal to the benefit they would receive from
the Curtice Burns Foods Master Salaried Retirement Plan if they continue
working until age 65 at their current salary level, less their actual
retirement benefit from this Plan. In all cases, the supplemental
retirement benefits begin at the end of the salary and benefit continuation
period. Also, upon a Change of Control all stock options granted prior to
February 18, 1994 would become exercisable. However, with the exception of
Mr. Petty's stock options, the vesting of stock options will only accelerate
to the extent that such acceleration shall not result in an excise tax under
the Internal Revenue Code.

If any excise tax is imposed on Mr. Petty in respect to payments under these
agreements and the accelerated vesting of stock options, the Company will
pay to Mr. Petty an amount that will net him the same sum as he would have
retained if the excise tax did not apply.

The Profit Sharing Plan and the Incentive Plan also contain a change of
control provision pursuant to which, in the event of a change of control of
the Company, participants in such plan who are terminated within two years
following a change in control are entitled to benefits earned under such
plan for the fiscal year of their termination on a pro rata basis for the
part of the year they were employed.

Executive Stock Option Plans

Under the Company's 1980 Executive Stock Option Plan ('1980 Plan') and 1990
Executive Stock Option Plan ('1990 Plan'), options to purchase the Company's
Class A shares may be granted to senior management employees of the Company
and its subsidiaries. There were no grants to the named Executive Officers
of stock options during the fiscal year ended June 25, 1994. There are no
stock appreciation or other rights issued in tandem with options under the
1980 Plan or the 1990 Plan.

The following table provides information on unexercised stock options held
as of the end of the fiscal year by the named Executive Officers. No
options were exercised by the named executive officers during the fiscal
year ended June 25, 1994.

<PAGE>

Aggregated Fiscal Year End Option Values

<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year End* Options at Fiscal Year End (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- -------------------------- ---------------------------------
<S> <C> <C>

J. William Petty 59,038 - 49,474 $175,674 - $140,047
Patrick D. Lindenbach 17,145 - 10,242 35,227 - 31,955
Dennis M. Mullen 4,080 - 6,120 8,160 - 12,240
Roy A. Myers 26,836 - 15,904 61,773 - 53,613
William D. Rice 27,632 - 16,821 64,573 - 56,046

</TABLE>

* Fair market value of the Company stock on June 25, 1994 was $16.625.

(1) Value of unexercised options equals the fair market value of the share
underlying in-the-money options at June 25, 1994 ($16.625), less exercise
price, times the number of options outstanding.

Non-employee Board members who are either Pro-Fac or Agway directors receive
an annual stipend of $6,000 per year, plus a $200 per diem for attending
Board or Committee meetings. During fiscal 1994, all outside directors,
Messrs. Blazin and Tiedemann and Ms. Ford, received $18,000 in addition to
$600 per day. The Chairman of the Board receives a fixed amount in lieu of
the standard attendance fees and annual stipend. During fiscal 1994, Mr.
Pease received $21,500 salary and a $3,200 retainer for the fiscal year as
Chairman of the Board. Directors who are also officers of the Company or
Agway are not paid directors' fees.

Performance Graph

The following Performance Graph shows the changes over the past five year-
period in the value of $100 invested in (1) the Company's common stock, (2)
the Standard and Poor's 500 Index, and (3) the Company's Peer Group.

The Peer Group consists of publicly traded companies in industry segments
corresponding to the Company's core businesses. These companies are Borden,
Dean Foods, Flowers Industries, Gerber Products, Golden Enterprises, Inc.,
International Multifoods, McCormick, Pepsico, Sara Lee Corporation, Seneca
Foods, Stokely USA and Universal Foods.

The values of each investment are based on share price appreciation and the
reinvestment of dividends as of the end of June each year, the Company's
fiscal year end.

<PAGE>

Comparative Five-Year Total Returns*
Curtice Burns Foods, Inc., S&P 500, Peer Group
(Performance results through 6/30/94)

[PERFORMANCE GRAPH]

Dollar Values
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
------- ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
CBI $100.00 $ 88.78 $ 66.72 $ 69.40 $ 73.41 $ 95.85
S&P 500 100.00 116.32 124.93 141.75 161.03 163.18
Peer Group 100.00 131.68 155.13 181.32 182.65 163.13
</TABLE>

Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in CBI common stock, S&P 500,
and Peer Group.

* Cumulative total return assumes reinvestment of dividends.

<PAGE>

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below indicates as of July 31, 1994, those persons who are known
by the Company to be the beneficial owners of more than 5 percent of either
the Company's Class A or Class B common stock. Beneficial ownership refers
to voting and/or investment authority with respect to the Company's stock:

<TABLE>
<CAPTION>
Amount and
Nature of
Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership of Class
- -------------------- --------------------- ------------ ---------
<S> <C> <C> <C>
Class A Common Stock Agway Holdings Inc. (1) 899,447 (2) 13.4%
1100 N. Market Street
Wilmington, Delaware 19801

David L. Babson & Co., Inc. 536,150 8.1%
One Memorial Drive
Cambridge, Massachusetts 02142

Class B Common Stock Agway Holdings Inc. (1) 2,036,643 (2) 98.8%
1100 N. Market Street
Wilmington, Delaware 19801
</TABLE>

(1) Agway Holdings Inc. is a wholly-owned subsidiary of Agway Inc. Agway is
a farm supply business operated as a cooperative for its members and other
patrons in the Northeastern United States.

(2) Agway Holdings Inc. has sole voting and investment power with respect to
these shares.

The following table sets forth the ownership of the Company's Class A common
stock as it pertains to the directors and those officers listed in the
compensation table on page 63. In November, 1993, the Board of Directors
approved a requirement that all Directors should own at least 100 shares of
stock. Because of the potential change of ownership of the Company, legal
counsel has advised that no Director or Officer can buy or sell shares, thus
the three directors owning less than 100 shares have been unable to increase
their holdings.

Stock Ownership Officers and Directors - September 1994
(Number of Shares)

<TABLE>
<CAPTION>
Relative
or Exercisable
Personal Joint Spouse Options Total
-------- ------ ------ ---------- -----
<S> <C> <C> <C> <C> <C>
John F. Blazin 100 0 0 0 100
Charles C. Brosius 0 11,254 0 0 11,254
Courtney B. Burdette 49 0 0 0 49
Robert V. Call, Jr. 450 0 0 0 450
Vyron M. Chapman 200 0 0 0 200
Virginia M. Ford 106 0 0 0 106
Patrick D. Lindenbach 982 1 0 17,145 18,128
David J. McDonald 22,465 0 563 40,770 63,798
Dennis M. Mullen 750 1,343 250 4,080 6,423
Roy A. Myers 0 11,599 0 26,836 38,435
John L. Norris 0 75 0 0 75
Donald E. Pease 1,962 505 0 0 2,467
J. William Petty 4,786 6,113 1 54,481 65,381
William D. Rice 5,784 0 0 27,632 33,416
Charles F. Saul 0 547 0 0 547
Carl D. Smith 0 3,300 0 0 3,300
Carl H. Tiedemann 6,075 0 0 0 6,075
Carleton E. Whittemore 50 0 0 0 50
Christian F. Wolff, Jr. 146 0 0 0 146
------ ------ --- ------- -------
Totals 43,905 34,737 814 170,944 250,400
------ ------ --- ------- -------
------ ------ --- ------- -------
</TABLE>

<PAGE>

No director or officer owns more than 1 percent of Class A stock. No
director or officer owns any Class B stock.

As of June 25, 1994, there were 3,302 holders of the Class A common stock
and 60 holders of the Class B common stock of the Company. As of that
date, there were 6,628,430 shares of Class A common stock and 2,056,876
shares of Class B common stock outstanding.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has a contractual relationship with Pro-Fac Cooperative, Inc.
('Pro-Fac'), an agricultural cooperative which, since its organization, has
supplied a substantial portion of the raw food products processed by the
Company from crops grown by its approximately 700 members.

The relationship between Pro-Fac and the Company is governed by an Agreement
consisting of five sections: Operations Financing, Marketing, Facilities
Financing, Management and Settlement, which extends to 1997, and provides
for two successive five-year renewals at the option of the Company. Curtice
Burns has the right, at any time upon 60-day written notice to Pro-Fac, to
purchase the assets to which Pro-Fac holds title pursuant to the Agreement,
together with Pro-Fac's interest in certain of the Company's intangible
assets, in each case at the book value thereof. Upon exercise of such
option, the Agreement would automatically terminate. Upon termination, the
Company would be required to repay to Pro-Fac all outstanding indebtedness
due to Pro-Fac.

Revenues received by or accrued to Pro-Fac under the Agreement for the year
ended June 25, 1994 include: commercial market value of crops delivered,
$59,216,000; interest income, $15,617,000; and income from profit sharing
provision of $16,849,000. In addition, Pro-Fac received financing
amortization payments of $43,830,000.

Under the Agreement, the Company's Board of Directors is obligated to
nominate a designee of Pro-Fac (currently Mr. Call) for annual election to
the Company's Board of Directors, and a designee of the Company (currently
vacant) is elected to the Board of Directors of Pro-Fac.

Pro-Fac, under the operations financing section of the Agreement with the
Company, lends the Company all available funds not currently necessary for
its own operations. Short-term debt under this Agreement averaged
$30,464,000 for fiscal 1994 and was $11,500,000 at June 25, 1994. Long-term
debt averaged $80,505,000 for fiscal 1994 and was $78,040,000 at June 25,
1994. Interest paid on these loans and interest on funds used for leased
assets is the same as the cost of the funds to Pro-Fac. For fiscal 1994,
interest rates on short-term and long-term debt averaged 4.8 percent and 6.3
percent, respectively. At June 25, 1994, the interest rate on the short-
term and long-term debt was 5.5 percent and 6.7 percent, respectively.

Mr. Call served as director of the Company during the past year and is also
President, director, and member of Pro-Fac. Mr. Pease, Chairman and a
director of the Company, was also a director of Pro-Fac until his recent
resignation. Mr. Wolff, a director of the Company, was also a director of
Pro-Fac until his recent resignation. As a member of Pro-Fac, Mr. Call sold
certain agricultural products to Pro-Fac during the year. (Mr. Call
conducts business with Pro-Fac through My-T Acres, Inc., a controlled
corporation). The prices paid to Mr. Call by Pro-Fac for products delivered
were identical to prices paid to all others for like produce. Pro-Fac paid
My-T Acres, Inc., $2,038,000 for products delivered during the fiscal year
ended June 25, 1994. Mr. Myers, an executive officer and director of the
Company, and Mr. Rice and Ms. Bartalo, executive officers of the Company,
serve as officers of Pro-Fac.

The Company has no understanding or arrangements with Agway to purchase,
process, or market produce grown by Agway members who are not members of
Pro-Fac, or to purchase other products manufactured or distributed by Agway.
From time to time the Company purchases certain products and services
(principally petroleum) from Agway and its subsidiaries at competitive
prices; and Agway purchases certain products (principally frozen foods) from

<PAGE>

the Company at competitive prices. During the fiscal year ended June 25,
1994, the Company's purchases from Agway and its subsidiaries amounted to
approximately $1,167,000 and Agway's purchases from the Company amounted to
approximately $29,000. Messrs. Brosius, Burdette, Norris, Saul and
Whittemore are officers of Agway; Messrs. Brosius, Chapman, Pease, Smith and
Wolff are directors of Agway. As of July 15, 1994, all officers and
directors of the Company as a group, including all nominees for election,
beneficially owned eight shares or less than .1 percent of Agway's common
stock.

Mr. Blazin served as director of the Company during the past year and is
also president and chief executive officer of Kelley-Clarke, Inc., a food
broker for the Nalley's division of the Company. During fiscal 1994,
brokerage fees of $502,000 were paid to Kelley-Clarke, Inc. The brokerage
fees paid to Kelley-Clarke, Inc. were similar to fees paid to others for
like services.

As authorized by New York law and in accordance with the policy of that
state, the Company has obtained insurance through Agway from Federal
Insurance Company insuring the Company against any obligation it incurs as
a result of its indemnification of its officers and directors, and insuring
such officers and directors for liability against which they may not be
indemnified by the Company. This insurance has a term expiring on March 17,
1995, at an annual cost of approximately $38,000. As of this date, no sums
have been paid to any officers or directors of the Company under this
indemnification insurance contract.

<PAGE>

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) The consolidated financial statements are set forth in
Part II, Item 8 of this report.

(2) The following additional financial data are set forth
herein:

Schedule V -Property, Plant and Equipment

Schedule VI -Accumulated Depreciation of Property,
Plant and Equipment

Schedule VIII -Valuation and Qualifying Accounts

Schedule IX -Short-Term Borrowings

Schedule X -Supplementary Income Statement
Information
</TABLE>

Schedules other than those listed above are omitted because they are either
not applicable or not required, or the required information is shown in the
financial statements or the notes thereto.

(3) The following exhibits are filed herein or have been
previously filed with the Securities and Exchange Commission:
<TABLE>
<CAPTION>
Number Description
- ------ -------------------------------------------------------------------
<S> <C>

3(A) Restated Certificate of Incorporation, incorporated by reference to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 29, 1989, wherein such exhibit is designated Exhibit 1.

10(A) The Agreement between Registrant and Pro-Fac Cooperative, Inc.,
dated as of June 27, 1992, incorporated by reference to the
Registrant's Form 10-K for the fiscal year ended June 26, 1992,
wherein such exhibit is designated Exhibit 10(A).

3(B) By-Laws of Registrant, incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended June 26, 1993, wherein such
exhibit is designated Exhibit 3(B).

3(C) By-Laws Amendment

10(B) Registrant's 1980 Stock Option Plan and its 1980 Installment Stock
Purchase Plan are incorporated herein by reference to the
Registrant's Registration Statements on Form S-8 (Nos. 33-3404 and
33-26699, respectively), which were filed with the Commission on
February 18, 1986 and January 26, 1989, respectively, incorporated
by reference to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 26, 1992, wherein such exhibit is designated
Exhibit 10(B).

10(C) Registrant's 1990 Stock Option Plan and its 1990 Installment Stock
Purchase Plan, incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 28, 1991 wherein
such exhibit is designated Exhibit 10(G).

10(D) Management Incentive Plan incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1993, wherein such exhibit is designated Exhibit 10(D).
</TABLE>
73

<PAGE>

EXHIBIT INDEX (Cont'd.)
<TABLE>
<CAPTION>

Number Description
- ------ -------------------------------------------------------------------
<S> <C>

10(E) Registrant's Supplemental Executive Retirement Plan ('SERP')
incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 26, 1993, wherein such exhibit
is designated Exhibit 10(E).

10(F) Key Executive Severance Plan incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1993, wherein such exhibit is designated Exhibit 10(F).

10(G) Syndicated Credit Agreement with Commercial Banks incorporated by
reference to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 26, 1993, wherein such exhibit is designated
Exhibit 10(G).

10(H) Guaranty Agreement of Pro-Fac's Debt with Springfield incorporated
by reference to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 26, 1993, wherein such exhibit is designated
Exhibit 10(H).

10(I) Master Salaried Retirement Plan incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1993, wherein such exhibit is designated Exhibit 10(I).

10(J) Amendment Two to Credit Agreement with Commercial Banks dated as of
December 31, 1993

10(K) Amendment Three to Credit Agreement with Commercial Banks dated as
of September 1, 1994

10(L) Non-Qualified Profit Sharing Plan effective September 15, 1989

10(M) First Amendment to the Non-Qualified Deferred Profit Sharing Plan

10(N) Amendment to the Annual Incentive Plan for Managers

10(O) Second Amendment to the Supplemental Executive Retirement Plan

10(P) Third Amendment to the Key Executive Severance Plan

10(Q) Fourth Amendment to the Key Executive Severance Plan

10(R) Sixth Amendment to the Master Salaried Retirement Plan

10(S) Excess Benefit Retirement Plan

22 Subsidiaries of the Registrant

23 Consent of Price Waterhouse LLP

27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K dated June 9, 1994, July 11, 1994 and August 2,
1994, as filed with the Commission

<PAGE>

Curtice Burns Foods, Inc.
Schedule V - Property, Plant And Equipment
(Owned and Leased)

<TABLE>
<CAPTION>
Year Ended June 25, 1994
--------------------------------------------------------
Balance at
beginning Balance at
of year Additions Retirements end of year
------------ ---------- ------------ ------------
<S> <C> <C> <C> <C>

Land $ 9,714,000 $ 122,000 $ (1,195,000) $ 8,641,000
Land improvements 3,778,000 88,000 (314,000) 3,552,000
Buildings 97,694,000 2,431,000 (11,352,000) 88,773,000
Machinery and equipment 250,440,000 15,319,000 (32,226,000) 233,533,000
Construction in process 18,778,000 2,307,000 -- 21,085,000
Valuation Allowance (6,900,000) -- 2,930,000 (3,970,000)
------------ ----------- ------------ ------------
Total $373,504,000 $20,267,000 $(42,157,000) $351,614,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>

<TABLE>
<CAPTION>
Year Ended June 26, 1993
----------------------------------------------------------
Balance at
beginning Balance at
of year Additions Retirements end of year
------------ --------- ------------ -----------
<S> <C> <C> <C> <C>

Land $ 10,552,000 $ -- $ (838,000) $ 9,714,000
Land improvements 3,703,000 75,000 -- 3,778,000
Buildings 97,721,000 3,034,000 (3,061,000) 97,694,000
Machinery and equipment 249,961,000 13,349,000 (12,870,000) 250,440,000
Construction in process 9,140,000 10,967,000 (1,329,000) 18,778,000
Valuation Allowance -- -- (6,900,000) (6,900,000)
------------ ----------- ------------ ------------
Total $371,077,000 $27,425,000 $(24,998,000) $373,504,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>

<TABLE>
<CAPTION>
Year Ended June 26, 1992
--------------------------------------------------------
Balance at
beginning Balance at
of year Additions Retirements end of year
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Land $ 10,666,000 $ -- $ (114,000) $10,552,000
Land improvements 3,420,000 287,000 (4,000) 3,703,000
Buildings 97,139,000 2,006,000 (1,424,000) 97,721,000
Machinery and equipment 236,733,000 18,166,000 (4,938,000) 249,961,000
Construction in process 13,244,000 (1,876,000) (2,228,000) 9,140,000
------------ ----------- ------------ ------------
Total $361,202,000 $18,583,000 $ (8,708,000) $371,077,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>

<PAGE>

Curtice Burns Foods, Inc.
Schedule VI - Reserve for Amortization of Property,
Plant and Equipment (Owned and Leased)

<TABLE>
<CAPTION>
Year Ended June 25, 1994
--------------------------------------------------------------
Additions
Balance at charged to cost Balance at
beginning of year and expenses Retirements end of year
----------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>

Land Improvements $ 1,946,000 $ 161,000 $ (147,000) $ 1,960,000
Buildings 36,776,000 3,925,000 (2,564,000) 38,137,000
Machinery & Equipment 142,330,000 18,236,000 (16,565,000) 144,001,000
------------ ----------- ------------ ------------
Total $181,052,000 $22,322,000 $(19,276,000) $184,098,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>

<TABLE>
<CAPTION>
Year Ended June 26, 1993
--------------------------------------------------------------

Additions
Balance at charged to cost Balance at
beginning of year and expenses Retirements end of year
----------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Land Improvements $ 1,761,000 $ 185,000 $ -- $ 1,946,000
Buildings 33,251,000 4,297,000 (772,000) 36,776,000
Machinery & Equipment 129,410,000 20,950,000 (8,030,000) 142,330,000
------------ ---------- ------------ ------------
Total $164,422,000 $25,432,000 $ (8,802,000) $181,052,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>

<TABLE>
<CAPTION>
Year Ended June 26, 1992
---------------------------------------------------------------
Additions
Balance at charged to cost Balance at
beginning of year and expenses Retirements end of year
----------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Land Improvements $ 1,583,000 $ 180,000 $ (2,000) 1,761,000
Buildings 29,297,000 4,338,000 (384,000) 33,251,000
Machinery & Equipment 113,355,000 19,896,000 (3,841,000) 129,410,000
------------ ---------- ------------ ------------
Total $144,235,000 $24,414,000 $ (4,227,000) $164,422,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>

<PAGE>

Curtice Burns Foods, Inc.
Schedule VIII - Valuation and Qualifying Accounts

Allowance for Doubtful Accounts -

<TABLE>
<CAPTION>
Additions
-------------------------------------
Balance at Deductions Balance at
beginning Charged to Accounts end of
of period expense written off period
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>

Year ended June 25, 1994 $ 801,000 $ 702,000 $ 437,000 $1,066,000

Year ended June 26, 1993 $1,353,000 $ 346,000 $ 898,000 $ 801,000

Year ended June 26, 1992 $1,118,000 $ 827,000 $ 592,000 $1,353,000

Inventory Reserves -
Balance at Balance at
beginning Net end of
of period change period*
---------- ----------- -----------

Year ended June 25, 1994 $1,189,000 $ (810,000) $ 379,000

Year ended June 26, 1993 $2,520,000 $(1,331,000) $1,189,000

Year ended June 26, 1992 $2,549,000 $ (29,000) $2,520,000

</TABLE>

* Difference between FIFO cost and market applicable to canned and frozen
fruit and vegetable inventories.

<PAGE>

Curtice Burns Foods, INC.
Schedule IX - Short-Term Borrowings
For the Three Years Ended June 25, 1994

Maximum Average Weighted
Weighted amount amount average
Balance average outstanding outstanding interest rate
at end interest during during during
Category of aggregate short-term borrowings of period rate the period the period the period
- ------------------------------------------- --------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
June 25, 1994

Payable to Commercial Banks None N/A $35,000,000 $21,052,000 4.41%

Payable to Pro-Fac Cooperative, Inc. $11,500,000 5.5% $46,000,000 $30,464,000 4.79%

June 26, 1993

Payable to Commercial Banks None N/A $54,000,000 $31,505,000 4.70%

Payable to Pro-Fac Cooperative, Inc. $12,000,000 4.32% $56,000,000 $39,444,000 4.60%

June 26, 1992

Payable to Commercial Banks None N/A $45,100,000 $26,567,000 5.83%

Payable to Pro-Fac Cooperative, Inc. $28,000,000 4.85% $77,000,000 $47,764,000 6.28%
</TABLE>

<PAGE>

Curtice Burns Foods, Inc.
Schedule X - Supplementary Income Statement Information

Charged to costs and expenses
Fiscal Year Ended
--------------------------------------------
June 25, 1994 June 26, 1993 June 26, 1992
------------- ------------- -------------
<S> <C> <C> <C>

Maintenance and repairs $26,519,000 $28,176,000 $29,514,000

Advertising $13,319,000 $16,499,000 $16,773,000

Taxes *

Royalties *

Amortization of Intangibles *
</TABLE>
- --------------------------
* Not applicable as individual amounts do not exceed 1 percent of net sales

<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: 8/10/94 CURTICE-BURNS FOODS, INC.

By/s/ William D. Rice
------------------------------
William D. Rice, Senior Vice
President, Secretary and
Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. WILLIAM PETTY and WILLIAM D. RICE, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Annual Report on
Form 10-K and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date
---------- ------ ------
<S> <C> <C>

/s/ Donald E. Pease Chairman of the Board; 8/9/94
- ------------------------------ Director
Donald E. Pease

/s/ J. William Petty President and 8/11/94
- ------------------------------ Chief Executive
J. William Petty (Principal Executive
Officer)

/s/ William D. Rice Senior Vice President, 8/10/94
- ------------------------------ Secretary and Treasurer
William D. Rice (Principal Financial
Officer)

Director
- ------------------------------
John F. Blazin

/s/ Charles C. Brosius Director 8/9/94
- ------------------------------
Charles C. Brosius

/s/ Courtney B. Burdette Director 8/9/94
- ------------------------------
Courtney B. Burdette

/s/ Robert V. Call, Jr. Director 8/9/94
- ------------------------------
Robert V. Call, Jr.

/s/ Vyron M. Chapman Director 8/9/94
- ------------------------------
Vyron M. Chapman

/s/ Virginia M. Ford Director 8/9/94
- ------------------------------
Virginia M. Ford

</TABLE>

Signature Title Date
------------------- ----------- ----------
<S> <C> <C>

/s/ David J. McDonald Director 8/9/94
- ------------------------------
David J. McDonald

/s/ Roy A. Myers Executive Vice President 8/10/94
- ------------------------------ and Director
Roy A. Myers

/s/ Charles F. Saul Director 8/9/94
- ------------------------------
Charles F. Saul

/s/ John L. Norris Director 8/9/94
- ------------------------------
John L. Norris

/s/ Carl D. Smith Director 8/9/94
- ------------------------------
Carl D. Smith

Director
- ------------------------------
Carl H. Tiedemann

/s/ Carleton E. Whittemore, Jr.
- ------------------------------
Carleton E. Whittemore, Jr. Director 8/9/94

/s/ Christian F. Wolff, Jr. Director 8/9/94
- ------------------------------
Christian F. Wolff, Jr.
</TABLE>
82

<PAGE>

APPENDIX

Graphic and Image Information:

See reference to performance graph on page 69 of the 10-K.

<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>

Number Description
- ------ ---------------------------------------------------------------------
<S> <C>

3(B) By-Laws of Registrant, incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended June 26, 1993, wherein such
exhibit is designated Exhibit 3(B).

3(C) By-Laws Amendment

10(D) Management Incentive Plan incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1993, wherein such exhibit is designated Exhibit 10(D).

10(F) Key Executive Severance Plan incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1993, wherein such exhibit is designated Exhibit 10(F).

10(J) Amendment Two to Credit Agreement with Commercial Banks dated as of
December 31, 1993

10(K) Amendment Three to Credit Agreement with Commercial Banks dated as
of September 1, 1994

10(L) Non-Qualified Profit Sharing Plan effective September 15, 1989

10(M) First Amendment to the Non-Qualified Deferred Profit Sharing Plan

</TABLE>
83

EXHIBIT INDEX

Number Description
- ------ ---------------------------------------------------------------------
<S> <C>

10(N) Amendment to the Annual Incentive Plan for Managers

10(O) Second Amendment to the Supplemental Executive Retirement Plan

10(P) Third Amendment to the Key Executive Severance Plan

10(Q) Fourth Amendment to the Key Executive Severance Plan

10(R) Sixth Amendment to the Master Salaried Retirement Plan

10(S) Excess Benefit Retirement Plan

21 Subsidiaries of the Registrant

23 Consent of Price Waterhouse LLP

27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K dated June 9, 1994, July 11, 1994 and August 2,
1994, as filed with the Commission

<PAGE>

EXHIBIT 3(C)

BY-LAWS
of
CURTICE BURNS FOODS, INC.

Offices

1. The principal office of the corporation shall be in the City of
Rochester, County of Monroe, and State of New York.

2. The corporation may also have offices at such other places as the Board
of Directors may from time to time determine or the business of the corporation
may require.

Meetings of Shareholders

3. All meetings of the shareholders shall be held at the principal office
of the corporation in the State of New York, or at such place either within or
without the State of New York, as shall be stated in the notice of the meeting,
or in a duly executed waiver of notice thereof.

4. The annual meeting of the shareholders of the corporation shall be held
on a date designated by the Board of Directors.

<PAGE>

5. Written notice of the annual meeting stating the place, the date and
hour shall be given personally or by mail not less than ten nor more than fifty
days before the date of the meeting to each shareholder entitled to vote at such
meeting. Written notice of a special meeting stating the place, date and hour,
and indicating that it is being issued by or at the direction of the person or
persons calling the meeting, and stating the purpose or purposes for which the
meeting is called, shall be given, personally or by mail, not less than ten nor
more than fifty days before the date of the meeting to each shareholder entitled
to vote at such meeting.

6. Special meetings of the shareholders for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation, may be
called by resolution of the Board of Directors or by the Chairman of the Board
or by the President, and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors or at the request in
writing by shareholders owning a majority in amount of the entire capital stock
of the corporation issued and outstanding entitled to vote for the election of
directors. Such request shall state the purpose or purposes of the proposed
meeting.

<PAGE>
7. Business transacted at all special meetings shall be confined to
the purposes stated in the notice of such meeting.

8. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws. If a quorum shall not be
present or represented, the shareholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time without notice other than announcement at the meeting of the time
and place to which the meeting is adjourned, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

9. A list of shareholders as of the record date, certified by the Secretary
or by the transfer agent, shall be produced at any meeting of shareholders upon
the request thereat or prior thereto of any shareholder. If the right to vote at
any meeting is challenged, the inspectors of election, or person presiding
thereat, shall require such list of shareholders to be produced

3
<PAGE>

as evidence of
the right of the persons challenged to vote at such meeting, and all persons who
appear from such list to be shareholders entitled to vote thereat may vote at
such meeting.

10. At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or in the Certificate of Incorporation, each shareholder of
record shall be entitled to one vote for every share of stock standing in his
name on the books of the corporation. All elections shall be determined by a
plurality vote, and, except as otherwise provided by law or in the Certificate
of Incorporation, all other matters shall be determined by a vote of a majority
of the shares present or represented at such meeting and voting on such
questions.

11. Every proxy must be executed in writing by the shareholder or by his
duly authorized attorney. No proxy shall be valid after the expiration of eleven
months from the date of its execution unless it shall have specified therein its
duration. Except for a proxy made irrevocable to the extent permitted under
Section 609 of the Business Corporation Law, every proxy shall be revocable at
the pleasure of the person executing it or of his personal representatives or
assigns.

<PAGE>
12. The Board of Directors, in advance of any meeting of shareholders,
shall appoint one or more inspectors to act at the meeting or any adjournment
thereof. If inspectors are not so appointed, the person presiding at a
shareholders meeting may, and on the request of any shareholder entitled to vote
thereat, shall appoint one or more inspectors. In case any person appointed as
inspector fails to appear or act, the vacancy may be filled by appointment made
by the Board in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties or inspector at such
meeting with strict impartiality and according to the best of his ability.

Directors

13. The Board of Directors shall consist of not less than three nor more
than seventeen directors, with the number of directors constituting the board to
be fixed from time to time within such limits by resolution of the board, and
with all directors being of full age and at least one being a citizen of the
United States and a resident of the State of New York. Directors shall be
elected at the annual meeting of shareholders and each director shall be elected
to serve for one year and until his successor shall be elected and shall
qualify. No person who is not a shareholder of the corporation shall serve as a
director.
5

<PAGE>

14. A director may be removed with or without cause by majority vote of
shareholders entitled to vote for the election of directors at a meeting duly
called for such purpose. Except as otherwise provided by law, a director may be
removed for cause at any time by resolution of the Board of Directors, provided
that such director prior to his removal shall have received a copy of the
charges against him, delivered to him personally or by mail at least ten days
prior to the adoption of such resolution, and provided further that prior to the
adoption of such resolution such director shall have an opportunity to be heard
on such charges at a meeting of the board of directors called for such purpose.
If the office of any director or directors becomes vacant for any reason (except
the removal of a director without cause) the directors in office, although less
than a quorum, by a majority vote may choose a successor or successors, who
shall hold office for the unexpired term in respect to which such vacancy
occurred or until the next election of directors. Vacancies occurring on the
Board by reason of the removal of directors without cause may be filled only by
vote of the shareholders at a meeting called for such purpose.

<PAGE>
15. The business of this corporation shall be managed by its Board of
Directors, which may exercise all powers of the corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-laws required to be exercised or done by the
shareholders.

16. Any director may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective, but no
resignation shall discharge any accrued obligation or duty of a director.

Meetings of the Board

17. The directors may hold their meetings at the office of the corporation
in Rochester, New York, or at such other places, either within or without the
State of New York, as they may from time to time determine.

18. Regular meetings of the board may be held without notice at such time
and place as shall from time to time be determined by resolution of the board.
Any member or members of the board or any committee thereof may participate in a
meeting of such board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting. All votes will be taken by roll call.

<PAGE>
19. Special meetings of the Board or Board committees may be called by the
President on notice of three calendar days to each director either personally,
or by mail, or by wire; also special meetings shall be called by the President
or Secretary in a like manner on the written request of two directors. If the
special meetings are telephone conference calls, the notice requirement is
reduced to 24 hours.

20. At all meetings of the board, the presence of a majority of the entire
number of directors shall be necessary to constitute a quorum and sufficient for
the transaction of business, and any act of a majority present at a meeting, at
which there is a quorum, shall be the act of the Board of Directors, except as
may be otherwise specifically provided by law or by the Certificate of
Incorporation or by these By-laws. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting.
Notice of any adjourned meeting of the Board, specifying the time and place of
the next meeting shall be given to the directors who were not present at the
time of the adjournment, and unless such time and place are announced at the
meeting, to the other directors.

Compensation of Directors

21. Directors, as such, shall not receive any stated salary for their
services, but, by resolution of the board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the board. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.

<PAGE>
Interested Directors

22. Inasmuch as the directors of this corporation are likely to be persons
of large and diversified business interests, and to be connected with other
corporations with which, from time to time, this corporation may have business
dealings, no contract or other transaction between this corporation and one or
more of its directors, or between this corporation and any other corporation,
firm, association or other entity in which one, or more of its directors are
directors or officers, or are financially interested, shall be either void or
voidable for this reason alone or by reason alone that such director or
directors are present at the meeting of the board, or of a committee thereof,
which approves such contract or transaction, or that his or their votes are
counted for such purpose:

(1) If the fact of such common directorship, officership or financial
interest is disclosed or known to the board or committee, and the board or
committee approves such contract or transaction by a vote sufficient for
such purpose without counting the vote or votes of such interested director
or directors; or

(2) If such common directorship, officership or financial interest is
disclosed or known to the shareholders entitled to vote thereon, and such
contract or transaction is approved by vote of the shareholders; or

<PAGE>
(3) If the contract or transaction is fair and reasonable as to the
corporation at the time it is approved by the board, a committee or the
shareholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board or of a committee which
approves such contract or transaction.

Waiver of Notice

23. Whenever by law the provisions of the Certificate of Incorporation or
these By-laws, the shareholders or the Board of Directors are authorized to take
any action after notice, such notice may be waived, in writing, before or after
the holding of the meeting, by the person or persons entitled to such notice, or
in the case of a shareholder, by his attorney thereunto authorized. The
attendance of any shareholder at a shareholders' meeting, in person or by proxy
or a director at a directors meeting, without protesting prior to the conclusion
of the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.

Committees of the Board

24. The Board of Directors, by resolution adopted by a majority of the
entire board, may designate from among its members an executive committee and
other committees, each consisting of three or more directors, and each of which,
to the extent provided in such resolution, shall have all the authority of the
board, except as to the following matters:

<PAGE>
(1) The submission to shareholders of any action that by law requires
authorization of shareholders.

(2) The filling of vacancies in the board of directors or in any
committee.

(3) The fixing of compensation of any director for serving on the
board or on any committee.

(4) The amendment or repeal of the by-laws, or the adoption of new
by-laws.

(5) The amendment or repeal of any resolution of the board which by
its terms shall not be so amendable or repealable.

The board may designate one or more directors as alternate members of any
such committee, who may replace any absent member or members at any meeting of
such committee. Each such committee shall serve at the pleasure of the board of
directors.

Officers

25. The officers of the corporation shall be a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary and a Treasurer. any two of
the aforesaid offices except those of President and Secretary may be held by the
same person.

26. The directors, immediately after each annual meeting or shareholders,
shall elect from their number the chairman of the board and the president and
also one or more vice-presidents, a secretary and a treasurer who need not be
members of the board.

<PAGE>
27. The board may appoint such other officers as it shall deem necessary,
who shall have authority and shall perform such duties as from time to time
shall be prescribed by the board.

28. The salaries of all officers of the corporation shall be fixed by the
Board of Directors.

29. The officers of the corporation shall hold office for one year and
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors. If the office of any officer
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.

Chairman of the Board

30. The Chairman of the Board, or in his absence the President, shall
preside at all meetings of the Board of Directors and the shareholders. The
Chairman of the Board shall appoint, subject to the approval of the board, all
committees except the Executive Committee, or any other committee created
pursuant to Section 24 of the By-laws, and shall be ex officio a member of all
committees, and shall perform such other duties as from time to time may be
prescribed by the By-laws or by the Board of Directors. The President shall be
ex officio a member of all committees.

<PAGE>
The President

31. The President shall be the executive officer of the corporation, and in
the absence of the Chairman of the Board, he shall preside at all meetings of
the shareholders and directors; he shall have the management of the business of
hte corporation and shall see that all orders and resolutions of the board are
carried into effect.

Executive Vice-President

32. The Executive Vice-President, in the absence or disability of the
President, shall perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors shall prescribe.

The Secretary

33. The Secretary shall attend all sessions of the board and executive
committee and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall give
or cause to be given notice of all meetings of shareholders and special meetings
of the Board of Directors and shall perform such other duties as may be
prescribed by the Board of Directors. He shall keep in safe custody the seal of
the corporation and affix it to any instrument when authorized by the Board of
Directors. He shall keep

13
<PAGE>

at the principal office of the corporation a book or record containing the
names, alphabetically arranged, of all persons who are shareholders of the
corporation, showing their places of residence, the number and class of shares
held by them respectively, and the date when they respectively became the owners
of record thereof. He shall keep such book on record and the minutes of the
proceedings of its shareholders open daily during the usual business hours, for
inspection, within the limits prescribed by law, by any person duly authorized
to inspect such records. At the request of the person entitled to an inspection
thereof, he shall prepare and make available a current list of the officers and
directors of the corporation and their resident addresses.

The Treasurer

34. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the corporation. He shall deposit all moneys and other valuable effects in teh
name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the board, taking proper vouchers for such
disbursements, and shall render to the President

14
<PAGE>

and directors at the regular meetings of the board, or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the corporation.

35. He shall, if required by the board, give the corporation a bond in such
sum or sums and with such surety or sureties as shall be satisfactory to the
board, conditioned upon the faitful performance of his duties and for the
restoration to the corporation in case of his death, resignation, retirement or
removal from office of all books, papers, vouchers, money and othe property of
whatever kind in his possession, or under his control belonging to the
corporation.

Indemnification

36. The corporation shall indemnify any person, made a party to an action
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he, his testator or intestate, is or was a director,
officer, or employee of the corporation, against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of such action, or in connection with an appeal
therein, except in relation to matters as to which such director, officer, or
employee is adjudged to have breached his duty to the corporation. The
corporation shall indemnify any person, made, or threatened to be

15
<PAGE>

made, a party to an action or proceeding other than one by or in the right of
the corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, which any director, officer, or employee of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director, officer, or
employee of the corporation, or served such other corporation in any capacity,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein, if such director, officer, or
employee acted, in good faith, for a purpose which he reasonably believed to
be in the best interests of the corporation and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful. The foregoing right of indemnification shall not be exclusive of
other rights to which he may be entitled.

Certificates of Stock

37. The certificates of stock of the corporation shall be numbered and
entered in the books of the corporation as they are issued. They shall exhibit
that the

16
<PAGE>

corporation is formed under the laws of this state, the holder's name and the
number of shares and shall be signed by the Chairman or Vice-Chairman of the
Board or President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and shall bear the
corporate seal. Such seal may be a facsimile, engraved or printed. Where any
such certificate is signed by a transfer agent or transfer clerk, and by a
registrar other than the corporation itself or its employee, the signature of
any such officers may be facsimile, engraved or printed.

Lost Certificates

38. The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation, alleged to have been lost or destroyed, upon the making of an
affidavit of the fact by the person claiming the certificate of stock to be lost
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost or destroyed.

17
<PAGE>

Transfers of Stock

39. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation or its transfer agent to issue a new certificate to the
person entitled thereto, and to cancel the old certificate; every such transfer
of stock shall be entered on the stock book of the corporation which shall be
kept at its principal office in Rochester or at the office of its transfer agent
or registrar in this state.

40. The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person whether or not it shall have express or
other notice thereof, except as expressly provided by law.

Fixing of Record Date

41. The Board of Directors may prescribe a period not more than fifty nor
less than ten days prior to the date of meetings of the shareholders or prior to
the last day on which the consent or dissent of shareholders may be effectively
expressed for any purpose

<PAGE>

without a meeting, during which no transfer of stock on the books of the
corporation may be made; or in lieu of prohibiting the transfer of stock, may
fix a time not more than fifty nor less than ten days prior to the date of any
meeting of shareholders or prior to the last day on which the consent or dissent
of shareholders may be effectively expressed for any purpose without a meeting,
as the time of which shareholders entitled to notice of and to vote at such
meeting or whose consent or dissent is required or may be expressed for any
purpose, as the case may be, shall be determined; and all persons who were
holders of record of voting stock at such time and no others shall be entitled
to notice of and to vote at such meeting or to express their consent or dissent,
as the case may be. The Board of Directors may also fix a time not exceeding
fifty days preceding the date fixed for the payment of any dividend or the
making of any distribution, or for the delivery of evidences or rights, or
evidences of interests arising out of any change, conversion or exchange of
capital stock, as a record time for the determination of the shareholders
entitled to receive any such dividend, distribution, rights or interests.

Dividends

42. Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation relating thereto may be declared
by the

19
<PAGE>

Board of Directors at any regular or special meeting, pursuant to law.

43. Before payment of any dividend, there may be set aside out of the net
profits of the corporation available for dividends such sum or sums as the
directors from time to time in their absolute discretion think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interests of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Seal

44. The seal of the corporation shall be circular in form and contain the
name of the corporation, the year of its organization and the words 'Corporate
Seal, New York'. The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on any corporate obligation for the payment of money may be a
facsimile, engraved or printed.

Checks

45. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers of such other person or persons as the Board
of Directors may from time to time designate.

20
<PAGE>

Amendments

46. The By-laws may be amended by a majority vote of all the holders of
shares issued and outstanding and entitled to vote present or represented at any
annual or special meeting of the shareholders at which a quorum is present or
represented, provided notice of the proposed amendment shall have been contained
in the notice of the meeting.

47. Subject to the By-laws adopted by the shareholders, the By-laws may be
amended by the affirmative vote of a majority of the Board of Directors, at any
regular meeting, or at any special meeting of the Board if notice of the
proposed amendment shall have been given. However, any by-laws adopted by the
Board of Directors may be altered, amended or repealed by the shareholders. If
any by-law regulating an impending election of directors is adopted or amended
or repealed by the board, there shall be set forth in the notice of the next
meeting of the shareholders for the election of directors the by-law so adopted
or amended or repealed together with a concise statement of the changes made.
The directors may repeal by-laws passed by them but may not repeal the by-laws
passed by the shareholders.

EXHIBIT 10(J)

AMENDMENT TWO
dated as of December 31, 1993
to
CREDIT AGREEMENT
dated as of September 4, 1992

among

Curtice-Burns Foods, Inc.

and

The Chase Manhattan Bank, N.A.
The Northern Trust Company
Manufacturers and Traders Trust Company
First Interstate Bank of Washington, N.A.
Daiwa Bank Trust Company
National Westminster Bank U.S.A.

and

The Chase Manhattan Bank, N.A., as Agent

86
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 1. Defined Terms . . . . . . . . . . . . . . . 1

Section 2. Amendment . . . . . . . . . . . . . . . . . 1

Section 3. Conditions. . . . . . . . . . . . . . . . . 12

Section 4. Reference to and Effect on Loan Documents . 13

Section 5. Cost and Expense. . . . . . . . . . . . . . 14

Section 6. Governing Law . . . . . . . . . . . . . . . 14

Section 9. Headings. . . . . . . . . . . . . . . . . . 14

Section 10. Execution in Counterparts . . . . . . . . . 14
</TABLE>

87
<PAGE>
AMENDMENT TWO TO
CREDIT AGREEMENT

This Amendment is dated as of December 31, 1993 is made by and
among CURTICE-BURNS FOODS, INC., a New York corporation with its
principal office located at 90 Linden Place, Rochester, New York 14625 (the
'Borrower'), the following banks which are signatories hereto: The Chase
Manhattan Bank, N.A. (as successor by merger to Chase Lincoln First Bank,
N.A.), The Northern Trust Company, Manufacturers and Traders Trust Company,
First Interstate Bank of Washington, N.A., Daiwa Bank Trust Company, National
Westminster Bank U.S.A. (collectively, the 'Banks'), and The Chase Manhattan
Bank, N.A. in its capacity as agent for the Banks hereunder (the 'Agent').

Statement of the Premises

The Borrower, the Banks and the Agent previously entered into a Credit
Agreement dated as of September 4, 1992 and an Amendment One thereto
dated as of September 1, 1993 (collectively, the 'Credit Agreement'). The
Borrower has requested that the Banks extend the Expiration Date of the Credit
Agreement to December 30, 1994, reduce the total credit available thereunder to
$40,000,000, amend certain covenants in the Credit Agreement, and amend
certain covenants in the 'Pro-Fac Guaranty' (as defined in the Credit
Agreement). The Banks are willing to do so upon certain conditions.

Statement of Consideration

<PAGE>

Accordingly, in consideration of the premises and under the authority of
Section 5-1103 of the New York General Obligations Law, the Borrower, the
Banks and the Agent agree as follows.

Agreement

1. Defined Terms. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to such terms in the Credit Agreement.

2. Amendment. Effective as of December 31, 1993 upon the
satisfaction of all conditions specified in Section 4 hereof, the Credit
Agreement is hereby amended as follows:

2.1 Section 1.1 of the Credit Agreement is amended by changing
the definitions of 'Collateral', 'Commitments', 'Consolidated Assets',
'Consolidated Current Liabilities', 'Consolidated Net Worth', 'Consolidated
Tangible Net Worth', 'EBIT', 'EBITDA', Expiration Date', 'Fiscal Quarter',
'Fiscal Year', 'Loan Documents', 'Net Income', 'Qualified Account', 'Security
Agreements' and 'Security Documents' to read in their entirety as follows:

'Collateral' has the same meaning as defined for such term in the
Security Agreements.

'Commitments' means the obligations of each of the Banks to
make Loans in an aggregate principal amount at any one time up to the
following amounts in respect of each Bank or such lesser amount to which
such amount shall have been reduced pursuant to this Agreement, and
'Commitment' shall mean any one of the Commitments:

<PAGE>
<TABLE>
<CAPTION>
Bank Commitment Amount
---- -----------------
<S> <C>
The Chase Manhattan Bank, N.A. $11,111,000
National Westminster Bank U.S.A. $ 8,148,000
The Northern Trust Company. $ 8,148,000
First Interstate Bank of Washington, N.A. $ 5,185,000
Daiwa Bank Trust Company $ 3,704,000
Manufacturers and Traders Trust Company $ 3,704,000
</TABLE>
'Consolidated Assets' means, in respect of a Person, all items
which in accordance with GAAP would be included in determining total
assets of such Person and its Subsidiaries (if any) on a consolidated
basis on the asset side of a balance sheet as at the date on which
Consolidated Assets are to be determined after eliminating
inter-company items.

'Consolidated Current Liabilities' means, in respect of a Person, all
Indebtedness of such Person and its Subsidiaries (if any) which
should, in accordance with GAAP, be classified as current liabilities
after eliminating inter-company items.

'Consolidated Net Worth' means, in respect of a Person,
the consolidated stockholders' equity in such Person and its
Subsidiaries (if any) determined in accordance with GAAP

<PAGE>

(including any deduction therefrom for treasury stock).

'Consolidated Tangible Net Worth' means, in respect of a
Person, the consolidated stockholders' equity in such Person
and its Subsidiaries (if any) determined in accordance with
GAAP, except that there shall be deducted therefrom all
intangible assets (other than leasehold improvements) of
such Person and its Subsidiaries, such as organization costs,
unamortized debt discount and expense, goodwill, patents,
trademarks, copyrights, contractual franchises, and research
and development expenses (and including any deduction
therefrom for treasury stock), and except (i) that the
Restructuring Charge (FY 1993) shall be disregarded and
shall not be deemed to reduce the value of such Person's
Consolidated Tangible Net Worth, and (ii) the Net Gain On
Non-Recurring Sales (FY 1994) shall be disregarded and
shall not be deemed to increase the value of such Person's
Consolidated Tangible Net Worth.

'EBIT' means for any fiscal period and in respect of any
Person the sum of (i) the Net Income of such Person, plus
(ii) the Interest Expense of such Person for such period, and
(iii) the income tax expense of such Person for such period.

<PAGE>

'EBITDA' means for any fiscal period and in respect of any Person
the sum of (i) the Net Income of such Person, plus (ii) the Interest
Expense of such Person for such period, (iii) the income tax expense
of such Person for such period, (iv) the amount reported as the
depreciation of the assets of such Person for such period and
computed in accordance with GAAP and as such item is used in the
computation of such Person's Net Income for such period, and (v) the
Amortization of Intangibles for such Person during such period.

'Expiration Date' means the earlier of (1) December 30,
1994, or (ii) the maturity, expiration or termination of the
Springfield Seasonal Loans.

'Fiscal Quarter' means each fiscal quarter-year period of the
Borrower.

'Fiscal Year' means the fiscal year period of the Borrower.

'Loan Documents' means this Credit Agreement, the
Notes, the Pro-Fac Guaranty, the Security Agreements, the
Subsidiaries Guaranty and the Intercreditor Agreement.

'Net Income' means, in respect of a Person, the net income of
such Person computed in accordance with GAAP and as such item is
reported from time to time on such Person's statement of income and
retained earnings (or similar statement) (after deduction for

<PAGE>

payment of all taxes) except that the following items shall be
disregarded and shall not be deemed to reduce the amount of Net Income:
(i) the Restructuring Charge (FY 1993), (ii) up to $500,000 of the
non-cash deferred tax adjustment as such item appears on the Borrower's
or Pro-Fac's Consolidated Statement of Income and Retained Earnings
for the Fiscal Year ending June 25, 1994, and (iii) the Net Gain On
Non-Recurring Sales (FY 1994).

'Qualified Account' means an account owing to Borrower
or Pro-Fac now existing or hereafter arising, which account
met the following specifications at the time it came into
existence and continues to meet the same until it is collected
in full:

(i)The account is due and payable in full within 30 days, and not
more than 90 days have elapsed since the due date of the
invoice;

(ii) The account arose from the sale of goods or from the
performance of services by Borrower or Pro-Fac and the
Account is evidenced by such agreements, invoices,
shipping documents, or other instruments ordinarily used in
the trade as shall be reasonably satisfactory to the
Controlling Banks; and no return, rejection or repossession
has occurred;

(iii) The account is not subject to any assignment, claim, lien, or
security interest other than

<PAGE>

those granted to the Banks or to
Springfield and permitted under Subsection 10.1.5 hereof;

(iv) No information has come to the attention of the Borrower or
Pro-Fac to indicate that the account is not a valid and legally
enforceable obligation of the account debtor or that it is
subject to credit, allowance, defense, offset, counterclaim or
adjustment by the account debtor, other than any discount
allowed for prompt payment;

(v) The account arose in the ordinary course of business of
Borrower or Pro-Fac and no notice of the bankruptcy,
insolvency, failure, or suspension or termination of business
of the account debtor has been received by Borrower or
Pro-Fac;

(vi) The account debtor is not an Affiliate of Borrower or
Pro-Fac;

(vii) The account otherwise conforms to all representations,
warranties and other applicable provisions of this
Agreement; and

(viii) The Controlling Banks, in their reasonable business
judgment and for reasons that are customary in the
commercial finance industry, have not deemed the account
or account debtor unsatisfactory;

<PAGE>

(ix) An account where the account debtor is also a supplier of
goods or services to Borrower or Pro-Fac shall only be
included to the extent that the value of the account exceeds
Borrower's or Pro-Fac's Indebtedness to that account
debtor; and

(ix) PROVIDED FURTHER THAT if 50% or more of the total
account due to Borrower or Pro-Fac from any account
debtor does not comply with the above specifications for a
Qualified Account, then no part of such account shall be
included as a Qualified Account.

'Security Agreements' means the separate Security Agreements
granted by the Borrower and Pro-Fac to the Banks and the Agent,
together with the Trademark Collateral Assignment and Security
Agreement granted by the Borrower to the Banks and the Agent, all dated
as of September 1, 1993, the Further Agreement, and the Subsidiaries
Security Agreement.

'Security Documents' means the Security Agreements and all UCC-
1 Financing Statements and all other ancillary documents related thereto
and the Pro-Fac Guaranty and the Subsidiaries Guaranty.

2.2 Section 1.1 of the Credit Agreement is amended by adding definitions
thereto of 'Curtice-Burns Net Gain On Non-Recurring Sales (FY 1994)', 'Further
Agreement', 'Included Asset Sale Proceeds', 'Included Subsidiaries', 'Net Gain
On Non-Recurring Sales (FY 1994)', 'Pro-Fac Net Gain On Non-

<PAGE>

Recurring Sales (FY 1994)', 'Subsidiaries Guaranty', and 'Subsidiaries Security
Agreement' as follows:

'Curtice-Burns Net Gain On Non-Recurring Sales (FY 1994)'
means the increase (after related transaction expenses and elimination of
intercompany items) in the Net Income and Net Worth of the Borrower
resulting from the sale of the National Oats Division and the Hiland
Potato Chip Division, calculated in accordance with the terms of the
Integrated Agreement.

'Further Agreement' means the Further Agreement dated as of
December 1, 1993 by the Borrower and Pro-Fac to the Banks and the
Agent.

'Included Asset Sale Proceeds' means all Asset Sale Proceeds
other than those derived from the sale of the Hiland Potato Chip Division,
the Meat-Snack Division or the National Oats Division.

'Included Subsidiaries' means the following subsidiaries of the
Borrower and Pro-Fac: Curtice-Burns Express, Inc., Finger Lakes
Packaging Company, Inc., Kennedy Endeavors, Incorporated, Curtice
Burns Meat Snacks, Inc., Nalley's Canada Limited, Quality Snax of
Maryland, Inc., Seasonal Employers, Inc., Husman Snack Foods
Company, Inc., and Pro-Fac Holding Co. of Iowa, Inc.

'Net Gain On Non-Recurring Sales (FY 1994)' means either the
Curtice Burns Net Gain On Non-Recurring Sales (FY 1994) or the Pro-Fac
Net Gain On Non-Recurring Sales

<PAGE>

(FY 1994) as applicable in the context in which the term is used.

'Pro-Fac Net Gain On Non-Recurring Sales (FY 1994)' means the
increase (after related transaction expenses and elimination of
intercompany items) in the Net Income and Net Worth of Pro-Fac resulting
from the sale of the National Oats Division and the Hiland Potato Chip
Division, calculated in accordance with the terms of the Integrated
Agreement.

'Subsidiaries Guaranty' means the Guaranty Agreement granted to
the Banks and the Agent by the Included Subsidiaries.

'Subsidiaries Security Agreement' means the Security Agreement
granted to the Banks and the Agent by the Included Subsidiaries.

2.3 Sections 2.2.2, 3.3.2, 9.11, 9.12, 9.13, 9.14, 9.15, 9.16, 9.17,
9.18, 9.19, 9.20, 9.21, 10.1, 10.2, and 10.11 of the Credit Agreement are
hereby amended to read in their entirety, as follows:

2.2.2 The amount of the Commitment of each Bank shall be
automatically reduced by the amount of Included Asset Sale Proceeds
paid or payable to such Bank in the event that Included Asset Sale
Proceeds shall equal or exceed $10,000,000 in the aggregate from the
Effective Date through the Expiration Date.

<PAGE>

3.3.2 All Asset Sale Proceeds shall be applied pursuant to and
under the provisions of Section 5 of the Intercreditor Agreement.

9.11 Combined Working Capital. Maintain the Combined
Working Capital at not less than the following minimum amounts at all
times during the following periods:

<TABLE>
<CAPTION>
Minimum Amount Period
-------------- ------
<S> <C>
$85,000,000 12/26/93 thru 3/26/94
$85,000,000 3/27/94 thru 6/25/94
$85,000,000 6/26/94 thru 9/24/94
$90,000,000 9/25/94 thru 12/24/94
</TABLE>

9.12 Combined Current Ratio. Maintain the ratio of the Combined
Current Assets to Combined Current Liabilities at not less than the
following minimum ratios at any time during the following periods:

<TABLE>
<CAPTION>
Minimum Ratio Period
------------- ------
<S> <C>
1.35 to 1.00 12/26/93 thru 3/26/94
1.35 to 1.00 3/27/94 thru 6/25/94
1.30 to 1.00 6/26/94 thru 9/24/94
1.35 to 1.00 9/25/94 thru 12/24/94
</TABLE>

9.13 Percentage of Combined Net Worth to Combined Assets.
Maintain the percentage of the Combined Net Worth in relation to the
Combined Assets at not less than the following minimum percentages at
any time during the following periods:

<PAGE>
<TABLE>
<CAPTION>
Minimum Percentage Period
------------------ ------
<S> <C>
34% 12/26/93 thru 3/26/94
34% 3/27/94 thru 6/25/94
34% 6/26/94 thru 9/24/94
34% 9/25/94 thru 12/24/94
</TABLE>

9.14 Percentage of Combined Funded Indebtedness to Combined
Net Worth. Maintain the percentage of the Combined Funded
Indebtedness in relation to the Combined Net Worth at not more than the
following maximum percentages at any time during the following periods:

<TABLE>
<CAPTION>
Maximum Percentage Period
------------------ ------
<S> <C>
85% 12/26/93 thru 3/26/94
80% 3/27/94 thru 6/25/94
80% 6/26/94 thru 9/24/94
70% 9/25/94 thru 12/24/94
</TABLE>

9.15 Combined Fixed Charges Coverage Ratio. The Borrower will
maintain the ratio of Combined EBITDA in relation to Combined Fixed
Charges at not less than the following minimum ratios for the periods
comprised of the four Fiscal Quarters preceding and ending on the
following Fiscal Quarter end dates of the Borrower:

<PAGE>
<TABLE>
<CAPTION>
Minimum Ratio Fiscal Quarter End Date
------------- -----------------------
<S> <C>
1.00 to 1.00 3/26/94
1.00 to 1.00 6/25/94
1.00 to 1.00 9/24/94
1.00 to 1.00 12/24/94
</TABLE>

9.16 Combined Interest Coverage Ratio. The Borrower will
maintain the ratio of Combined EBIT in relation to Combined Interest
Expense at not less than the following minimum ratios for the periods
comprised of the four Fiscal Quarters preceding and ending on the
following Fiscal Quarter end dates of the Borrower:

<TABLE>
<CAPTION>
Minimum Ratio Fiscal Quarter End Date
------------- -----------------------
<S> <C>
2.75 to 1.00 3/26/94
2.85 to 1.00 6/25/94
2.90 to 1.00 9/24/94
2.90 to 1.00 12/24/94
</TABLE>

9.17 Borrower's Working Capital. Maintain its Consolidated
Working Capital at not less than the following minimum amounts at all
times during the following periods:

<PAGE>

9.18 Borrower's Tangible Net Worth. Maintain its Consolidated
Tangible Net Worth at not less than the following minimum amounts at all
times during the following periods:

<TABLE>
<CAPTION>
Minimum Amount Period
-------------- ------
<S> <C>
$54,000,000 12/26/93 thru 3/26/94
$54,000,000 3/27/94 thru 6/25/94
$54,000,000 6/26/94 thru 9/24/94
$57,000,000 9/25/94 thru 12/24/94
</TABLE>

9.19 Borrower's Interest Coverage Ratio. The Borrower will
maintain the ratio of its Consolidated EBIT in relation to its
Consolidated Interest Expense at not less than the following minimum
ratios for the periods comprised of the four Fiscal Quarters preceding
and ending on the following Fiscal Quarter end dates of the Borrower:

<TABLE>
<CAPTION>
Minimum Ratio Fiscal Quarter End Date
------------- -----------------------
<S> <C>
1.5 to 1.00 3/26/94
1.6 to 1.00 6/25/94
1.6 to 1.00 9/24/94
1.5 to 1.00 12/24/94
</TABLE>

9.20 Borrower's Net Income. Earn at least the following minimum
amounts as Consolidated Net Income for the following periods:

<TABLE>
<CAPTION>
<S> <C>
Minimum Amount Period
-------------- ------
</TABLE>
14

9.21 Annual Debt Reduction Periods. Maintain and cause
Pro-Fac to maintain in a fully paid status at the same time and in the
aggregate all Indebtedness of the Borrower which is or could be
outstanding under this Credit Agreement and all Consolidated Current
Liabilities of Pro-Fac which is or could be outstanding under the
Springfield Loan Agreements for a period of at least fifteen (15)
consecutive days at any time during the months of June and July of 1994,
except and provided for Consolidated Current Liabilities of Pro-Fac under
the Springfield Credit Agreements in an aggregate principal amount not to
exceed $10,000,000 during such fifteen-day period.

10.1 Liens and Encumbrances. Create, assume, incur or suffer to
be created, assumed or incurred or to exist or permit any Subsidiary to
create, assume, incur, or suffer to be created, assumed or incurred or to
exist, any mortgage, Lien, security interest, pledge or charge of any kind
upon any Property or assets, real or personal, tangible or intangible, or
transfer or permit any Subsidiary to transfer any such Property or assets
for the purpose of subjecting the same to the payment of any obligations
in priority to payment of its general creditors, except:

<PAGE>

10.1.1 Encumbrances, Liens, pledges or deposits in favor of
such Bank, and Liens described in clauses (i) through (viii) of Section
8.8 hereof;

10.1.2 Pro-Fac Capital Leases (as such item is reported on
the Borrower's consolidated balance sheet from time to time) and other
Consolidated Capital Lease Obligations not exceeding $4,000,000;

10.1.3 Purchase money security interests securing
Indebtedness not exceeding an aggregate principal amount of $3,000,000;
and

10.1.4 The Security Agreements.

10.1.5 Liens granted to Springfield in (i) the Fixed
Assets and all property of the Borrower which is ancillary to Fixed
Assets and on which a Lien is customarily granted in conjunction
with a Lien on Fixed Assets, and (ii) the Collateral.

10.2 Stock Dividends. Except as hereinafter provided:

(i) declare any Dividends, either in cash or property, on any
class of its stock (except dividends payable solely in common stock or
rights, options or warrants therein); or

(ii) directly, or indirectly through any Subsidiary or otherwise,
purchase, redeem or retire any of its stock or any warrants, rights or
options

<PAGE>

to purchase or otherwise acquire any shares of its stock of any
class (except through the issuance of common stock or any rights,
options or warrants therein); or

(iii) make any other distribution, either directly or indirectly,
through any Subsidiary or otherwise, in respect of its stock (other
than distributions of common stock or any rights, options or warrants
therein)

(such declarations, purchases, redemptions or retirements of stock or
warrants, rights or options to purchase or otherwise acquire any shares of
its stock, herein collectively called 'Restricted Payments'), if after
giving effect thereto the aggregate amount of Restricted Payments
declared in the case of dividends and made in the case of all other
Restricted Payments during the period from and after the December 31,
1993 to and including the Expiration Date the Restricted Payment in
question would exceed any of the following amounts: (A) $1,600,000 during
any Fiscal Quarter, and (B) the Net Income of the Borrower (cumulative)
plus Curtice-Burns Net Gain On Non-Recurring Sales (FY 1994) for the four
Fiscal Quarters ended September 23, 1994.

10.11 Springfield Loan Agreements. The Borrower shall not make
or permit to be made any material amendment or modification to any of
the Springfield Loan Agreements or to create any additional Springfield
Loan Agreements other than security agreements, mortgages or similar
documents which are subject to the Intercreditor

<PAGE>

Agreement. The Borrower agrees to deliver to each of the Lenders copies of
all such amendments, modifications and additional Springfield Loan
Agreements promptly upon the creation of any thereof.

2.4 A new Section 10.12 is hereby added to the Credit Agreement, as
follows:

10.12 Sale of Class B Stock. Permit the sale of substantially all of
the Class B Common Stock of the Borrower to any Person without the
prior consent of the Controlling Banks.

2.5 Section 13.5 of the Credit Agreement is hereby amended to read in
its entirety, as follows:

13.5 Successors and Assigns.

13.5.1 This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, provided, however, that (i) without the prior consent of each
Bank, the Borrower may not assign its rights or obligations hereunder or
under the Notes, and (ii) subject to the provisions of Section 13.5.2
below, each Bank may assign or sell participations in a part of any Loan
or Loans made by it (x) to any Affiliate of such Bank, and (y) to any
other Person only with the prior consent of the Borrower (which shall not
be unreasonably withheld); provided that, (i) any such partial assignment
shall be in an amount at least equal to $3,000,000; (ii) each such partial
assignment shall be made after the Closing Date; and (iii) immediately
after giving effect to any

<PAGE>

such assignment such assignor Bank shall
continue to hold for its own account and in its own name as unused
Commitment and Loans in a principal amount which shall total an
aggregate amount of not less than $3,000,000. Upon execution and
delivery by the assignee to the Borrower and the Agent of an instrument in
writing pursuant to which such assignee agrees to become a 'Bank'
hereunder (if not already a Bank) having the Commitment(s) and Loans
specified in such instrument, and upon consent thereto by the Borrower
and the Agent, to the extent required above, the assignee shall have, to
the extent of such assignment (unless otherwise provided in such
assignment with the consent of the Borrower and the Agent, to the extent
required above), the obligations, rights and benefits of a Bank hereunder
holding the Commitment(s) and Loans, (or portions thereof) assigned to it
(in addition to the Commitment(s) and Loans, if any, theretofore held by
such assignee) and the assigning Bank shall, to the extent of such
assignment, be released from the Commitment(s) (or portion(s) thereof) so
assigned.

3. Conditions of Effectiveness. This Amendment Two shall become
effective when and only when the Banks shall have received counterparts of this
Amendment Two executed by the Borrower and the Banks, and the Banks shall
have additionally received all the following documents, each document being
executed by the other parties thereto, in full force and effect, and in form
and substance satisfactory to the Banks and their counsel.

3.1 Further Agreement. The Further Agreement executed by the
Borrower and Pro-Fac.

<PAGE>
3.2 Subsidiaries Security Agreements. The Subsidiaries Security
Agreement executed by the Included Subsidiaries.

3.3 Subsidiaries Guaranty. The Subsidiaries Guaranty executed
by the Included Subsidiaries.

3.4 Amendment Two to Guaranty. Amendment Two to the Pro-
Fac Guaranty executed by Pro-Fac and the Banks.

3.5 Resolutions. Certified copies of the resolutions:

3.5.1 of the Board of Directors of the Borrower approving
this Amendment Two;

3.5.2 of the Board of Directors of Pro-Fac approving
Amendment Two to the Pro-Fac Guaranty; and

3.5.3 of the Board of Directors of each of the Included
Subsidiaries approving the Subsidiaries Security
Agreement and Subsidiaries Guaranty Agreement.

3.6 Shareholders' Consents. Certified copies of the written
consents of all of the shareholders of each of the Included Subsidiaries
consenting to the Subsidiaries Security Agreement and the Subsidiaries
Guaranty.

3.6 Opinions of Counsel. An opinion of counsel to the Borrower
and to Pro-Fac in substantially the form annexed

<PAGE>
hereto as Exhibit 1 and an opinion of counsel to each of the Included
Subsidiaries in substantially the form annexed hereto as Exhibit 2, excluding
Pro-Fac Holding Company of Iowa.

3.7 Other Loan or Note Agreements. Copies of all of the
Springfield Loan Agreements and all loan or note agreements between the
Borrower and Teachers Insurance and Annuity Association of America
('Teachers') in effect as of December 31, 1993 and certified as being true
copies by the chief financial officer of the Borrower.

3.8 Consent to Subsidiaries Security Agreement and Subsidiaries
Guaranty. Consents and waivers by all necessary persons, if any, who have a
binding contractual restriction against the Borrower or Pro-Fac or any of the
Included Subsidiaries which prohibits the granting of the Subsidiaries Security
Agreement or the Subsidiaries Guaranty, whereby each such person shall
consent to the Subsidiaries Security Agreement and the Subsidiaries Guaranty
and shall waive all covenants in its contracts with the Borrower and Pro-Fac or
any of the Included Subsidiaries which would prohibit the granting of the
Subsidiaries Security Agreement and the Subsidiaries Guaranty, and such
consent and waiver shall not be conditioned upon any requirement that the
Banks share the Collateral with such persons (unless and until all indebtedness
of the Borrower and Pro-Fac to the Banks shall have been paid in full).

4. Reference to and Effect on Loan Documents.

4.1 Upon the effectiveness hereof, each reference in the Credit
Agreement to 'this Agreement', 'hereunder',

<PAGE>
'hereof', 'herein', or words of like import, and each reference in the other
Loan Documents to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended hereby.

4.2 Except as specifically amended above, the Credit Agreement
and all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.

4.3 The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Banks or the
Agent under any of the Loan Documents, nor constitute a waiver of any provision
of any of the Loan Documents, including without limitation any provision of any
Loan Document in respect of which the Borrower is currently not in compliance
(the 'Noncompliance'), including any Noncompliance which has been disclosed
to the Banks or of which the Banks are deemed to be charged with notice.

5. Costs and Expenses. The Borrower agrees to pay on demand all
costs and expenses of the Banks in connection with the preparation, execution
and delivery of this Amendment and the other documents related hereto,
including the fees and out-of-pocket expenses of counsel for the Banks.

6. Governing Law. This Amendment shall be governed and construed
in accordance with the laws of the State of New York without regard to any
conflicts-of-laws rules which would require the application of the laws of any
other jurisdiction.

<PAGE>
7. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

8. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all or which taken together shall constitute but one and the
same instrument.

23
<PAGE>

THE REMAINDER OF THIS PAGE
HAS BEEN LEFT BLANK INTENTIONALLY

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective representatives thereunto duly authorized,
as of the date first above written.

CURTICE-BURNS FOODS, INC.

By:------------------------------
William D. Rice
Title: Senior Vice President and
Chief Financial Officer

THE CHASE MANHATTAN BANK, N.A.

By:------------------------------
Benedict A. Smith
Its: Vice President

NATIONAL WESTMINSTER BANK U.S.A.

By:-----------------------------
Charles F. Houghton, Jr.
Its: Vice President

<PAGE>

THE NORTHERN TRUST COMPANY

By:-----------------------------
John F. Ball, Jr.
Its: Vice President

FIRST INTERSTATE BANK OF
WASHINGTON, N.A.

By:-----------------------------
Susan J. Hendrixson
Its: Vice President

DAIWA BANK TRUST COMPANY

By:-----------------------------
Masafumi Asai
Its: Second Vice President

MANUFACTURERS AND TRADERS
TRUST COMPANY

By:-----------------------------
Thomas K. Arcuri
Its: Assistant Vice President

THE CHASE MANHATTAN BANK, N.A.,

<PAGE>
AS AGENT

By:-----------------------------
Benedict A. Smith
Its: Vice President

<PAGE>

Page 1 of 3

EXHIBIT 1

Form of Opinion of Counsel

To the Banks and the Agent
Listed on Schedule A to this
Opinion

Greetings:

We have acted as counsel to Curtice-Burns Foods, Inc. (the
'Borrower') and Pro-Fac Cooperative, Inc. ('Pro-Fac') in connection with the
Amendment Two, dated as of December 31, 1993 (the 'Credit Agreement
Amendment') amending the Credit Agreement dated as of September 4, 1992
(the 'Credit Agreement') among the Borrower, the Banks signatory thereto as
lenders (the 'Banks'), and The Chase Manhattan Bank, N.A., as Agent, providing
for Loans to be made by the Banks to the Borrower, and in connection with
Amendment Two dated as of December 31, 1993 (the 'Pro-Fac Guaranty
Amendment') amending the Guaranty granted by Pro-Fac to the Banks and the
Agent dated September 4, 1992 (the 'Pro-Fac Guaranty'). Terms defined in the
Credit Agreement are used herein as defined therein.

In this connection, we have reviewed the Credit Agreement
Amendment, the Guaranty Amendment, the Further Agreement dated as of
December __, 1993 granted by the Borrower and Pro-Fac to the Banks and the
Agent (the 'Further Agreement'), and the closing documents referred to in all
of the foregoing. As to various questions of fact material to our opinion, we
have relied upon certificates of officers of the Borrower and Pro-Fac. We have
also examined the

<PAGE>
Page 2 of 3

originals or conformed copies of such corporate records,
agreements and instruments of the Borrower and Pro-Fac, certificates of public
officials and such other documents and records, and such matters of law, as we
have deemed appropriate as a basis for the opinions hereinafter expressed.

Based upon the foregoing, we are of the opinion that:

1. The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of New York.

2. Pro-Fac is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of New York. Pro-Fac has the
necessary corporate power to carry on its business as now being conducted.

3. The execution, delivery and performance by the Borrower of the
Credit Agreement Amendment and the Further Agreement have been duly
authorized by all necessary corporate action (no action by the stockholders of
the Borrower being required by law, by the charter or by-laws of the Borrower
or otherwise), and do not violate any provision of law or regulation or any
provision of the charter or by-laws of the Borrower or result in the breach of,
or constitute a default or require any consent under, or result in the creation
of any Lien (other than pursuant to and under the Loan Documents as defined in
the Credit Agreement) upon any of its properties, revenues or assets pursuant
to, any material indenture or other material agreement or instrument to which
the Borrower is a party or by which the Borrower or its Properties may be bound
and which is known to us after duly diligent inquiry.

<PAGE>
Page 3 of 3

4. The Credit Agreement Amendment, the Further Agreement, the
Credit Agreement as amended and the Notes issued thereunder have been duly
executed and delivered by the Borrower and constitute the legal, valid and
binding obligations of the Borrower, enforceable in accordance with their
respective terms, (a) except to the extent that enforceability may be subject
to limitations imposed by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law)
including, among others, limitations on the availability of equitable remedies;
and (b) subject to applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium or similar laws affecting creditors' rights generally as
at the time in effect.

5. The execution, delivery and performance by Pro-Fac of the
Guaranty Amendment and the Further Agreement have been duly authorized by
all necessary corporate action, do not require any stockholder approval, and do
not and will not violate any provision of law or regulation or any provision of
the charter or by-laws of Pro-Fac or result in the breach of, or constitute a
default or require any consent under, or result in the creation of any Lien
(other than pursuant to and under the Loan Documents as defined in the Credit
Agreement) upon any of its properties, revenues or assets pursuant to, any
material indenture or other material agreement or instrument to which Pro-Fac
is a party or by which Pro-Fac or its Properties may be bound and which is
known to us after duly diligent inquiry.

6. The Guaranty Amendment, the Further Agreement, and the
Pro-Fac Guaranty as amended have been duly executed and delivered by
Pro-Fac and constitute the legal, valid, and binding obligations of Pro-Fac,
enforceable in accordance with their terms, (a) except to the extent that
enforceability may be subject to limitations imposed by

<PAGE>
Page 4 of 3

general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) including, among others,
limitations on the availability of equitable remedies; and (b) subject to
applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or
similar laws affecting creditors' rights generally as at the time in effect.

7. To our knowledge after duly diligent inquiry, there are no legal
or arbitral proceedings, and no proceedings by or before any governmental or
regulatory authority or agency, pending or threatened against the Borrower or
Pro-Fac or any properties or rights of the Borrower or Pro-Fac which, if
adversely determined, would have a material adverse effect on the financial
condition or operation, or the business taken as a whole, of the Borrower or
Pro-Fac.

8. Except as required to perfect security interests and other liens,
no authorizations, consents, approvals, licenses of, or filings or
registrations with, any governmental or regulatory authority or agency are
required in connection with the execution, delivery or performance by the
Borrower of the Credit Agreement Amendment or the Further Agreement, or in
connection with the execution, delivery or performance by Pro-Fac of the
Pro-Fac Guaranty Amendment or the Further Agreement, or for the validity or
enforceability thereof.

We express no opinion except as to the federal laws of the United
States of America and the laws of the State of New York. This opinion is solely
for the benefit of you and your successors and assigns and may not be relied
upon by any other person without our prior written consent. This opinion is
given as of the date hereof and we assume no obligation to

<PAGE>
Page 5 of 3

advise you of changes that
may hereafter be brought to our attention.

Very truly yours,

<PAGE>

Page 1 of 2

EXHIBIT 2

[Form of Opinion of Counsel]

To the Banks and the Agent
Listed on Schedule A to this
Opinion

Greetings:

We have acted as counsel to [name of Subsidiary] (the 'Company') in
connection with the Security Agreement (the 'Security Agreement') and the
Guaranty Agreement (the 'Guaranty Agreement'), each dated as of December
31, 1993 and granted by the Company and certain other subsidiaries of [Curtice-
Burns or Pro-Fac, as appropriate] to the Banks signatory thereto as lenders
(the 'Banks') and to The Chase Manhattan Bank, N.A., as Agent, providing
security interests in certain assets of the Company as security for repayment
for loans made by the Banks to Curtice-Burns Foods, Inc. and guarantying
payment of such loans, respectively.

In this connection, we have reviewed the Security Agreement and the
Guaranty Agreement and originals or conformed copies of such corporate
records, agreements and instruments of the Company, certificates of public
officials and such other documents and records, and such matters of law, as we
have deemed appropriate as a basis for the opinions hereinafter expressed.

Based upon the foregoing, we are of the opinion that:

<PAGE>
Page 2 of 2

1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the __________ of ____________.

2. The execution, delivery and performance by the Company of
the Security Agreement and the Guaranty Agreement have been duly authorized
by all necessary corporate action and shareholder action, and do not violate
any provision of law or regulation or any provision of the charter or by-laws
of the Company.

3. The Security Agreement and the Guaranty Agreement have
been duly executed and delivered by the Company and constitute the legal, valid
and binding obligations of the Company, enforceable in accordance with their
terms, (a) except to the extent that enforceability may be subject to
limitations imposed by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) including,
among others, limitations on the availability of equitable remedies; and
(b) subject to applicable bankruptcy, reorganization, arrangement, insolvency,
moratorium or similar laws affecting creditors' rights generally as at the time
in effect.

We express no opinion except as to the laws of _______ and the
__________ of __________. This opinion is solely for the benefit of you and
your successors and assigns and may not be relied upon by any other person
without our prior written consent. This opinion is given as of the date hereof
and we assume no obligation to advise you of changes that may hereafter be
brought to our attention.

Very truly yours,

EXHIBIT 10(K)

AMENDMENT THREE AND WAIVER
dated as of September 1, 1994
to
CREDIT AGREEMENT
dated as of September 4, 1992

among

Curtice-Burns Foods, Inc.

and

The Chase Manhattan Bank, N.A.
The Northern Trust Company
Manufacturers and Traders Trust Company
First Interstate Bank of Washington, N.A.
Daiwa Bank Trust Company
National Westminster Bank U.S.A.

and

The Chase Manhattan Bank, N.A., as Agent

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Section 1. Defined Terms 1

Section 2. Amendment 1

Section 3. Waiver 2

Section 4. Conditions of Effectiveness 2

Section 5. Reference to and Effect on Loan Documents 3

Section 6. Cost and Expense 3

Section 7. Governing Law 4

Section 8. Headings 4

Section 9. Execution in Counterparts 4
</TABLE>

<PAGE>

AMENDMENT THREE AND WAIVER TO
CREDIT AGREEMENT

This Amendment Three and Waiver is dated as of September 1, 1994 and
is made by and among CURTICE-BURNS FOODS, INC., a New York corporation
with its principal office located at 90 Linden Place, Rochester, New York 14625
(the 'Borrower'), the following banks which are signatories hereto: The Chase
Manhattan Bank, N.A. (as successor by merger to Chase Lincoln First Bank,
N.A.), The Northern Trust Company, Manufacturers and Traders Trust Company,
First Interstate Bank of Washington, N.A., Daiwa Bank Trust Company, National
Westminster Bank U.S.A. (collectively, the 'Banks'), and The Chase Manhattan
Bank, N.A. in its capacity as agent for the Banks hereunder (the 'Agent').

Statement of the Premises

The Borrower, the Banks and the Agent previously entered into a Credit
Agreement dated as of September 4, 1992 (the 'Credit Agreement'). The Borrower,
the Banks and the Agent have also previously entered into an Amendment One and
Waiver to Credit Agreement dated as of September 1, 1992 and an Amendment
Two to Credit Agreement dated as of December 31, 1993 (collectively, the
'Amendments'). The Borrower has requested that the Banks waive noncompliance
by the Borrower with a certain covenant in the Credit Agreement and amend
certain definitions used in other covenants in the Credit Agreement.

Statement of Consideration

Accordingly, in consideration of the premises and under the authority of
Section 5-1103 of the New York General Obligations Law, the Borrower, the Banks
and the Agent agree as follows.

<PAGE>
Agreement

1. Defined Terms. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to such terms in the Credit Agreement
as amended by the Amendments and this Amendment Three and Waiver.

2. Amendment. Effective as of September 1, 1994 upon the satisfaction
of all conditions specified in Section 4 hereof, the Credit Agreement is hereby
amended as follows:

2.1 Section 1.1 of the Credit Agreement is amended by changing
the definitions of 'Consolidated Tangible Net Worth' and 'Net Income' to read,
in their entirety, respectively, as follows:

'Consolidated Tangible Net Worth' means, in respect of a
Person, the consolidated stockholders' equity in such Person and its
Subsidiaries determined in accordance with GAAP, except that there
shall be deducted therefrom all intangible assets (other than leasehold
improvements) of such Person and its Subsidiaries, such as
organization costs, unamortized debt discount and expense, goodwill,
patents, trademarks, copyrights, contractual franchises, and research
and development expenses (and including any deduction therefrom for
treasury stock), except that the Curtice-Burns Restructuring Charge
(FY 1995) shall be disregarded and shall not be deemed to reduce the
value of its Consolidated Tangible Net Worth.

'Net Income' means, in respect of a Person, the net income of
such Person computed in accordance with GAAP and as such item is
reported from time to time on such Person's statement of income and

<PAGE>

retained earnings (or similar statement) (after deduction for payment
of all taxes) except that the Curtice-Burns Restructuring Charge (FY
1995) shall be disregarded and shall not be deemed to reduce the
amount of Net Income.

2.2 Section 1.1 of the Credit Agreement is amended by adding the
following definitions thereto, as follows:

'Curtice-Burns Restructuring Charge (FY 1995)' means a reduction in
the carrying amount of long-lived assets (including goodwill), provisions
for termination and/or relocation of operations and employees, and other
costs in an aggregate amount of $8,500,000 (after split with Pro-Fac and
before income taxes), and a corresponding reduction in the retained
earnings of the Borrower in an aggregate amount of $2,550,000 (the after
tax impact of the Curtice-Burns Restructuring Charge (FY 1995)), which is
reflected in the Borrower's financial statements for the fiscal quarter
ending on September 24, 1994.

3. Waiver. The Banks hereby waive compliance with Section 9.21 of the
Credit Agreement. The Banks agree not to assert the Borrower's failure to
comply with Section 9.21 as a Default or an Event of Default under the Credit
Agreement.

4. Conditions of Effectiveness. This Amendment Three and Waiver shall
become effective when and only when the Banks shall have received counterparts
of this Amendment Three and Waiver executed by the Borrower and the Banks, and
the Banks shall have additionally received all the following documents, each
document being in form and substance satisfactory to the Banks and their
counsel.

<PAGE>

4.1 Confirmation to Guaranty. A confirmation of the Pro-Fac Guaranty
executed by Pro-Fac (the 'Confirmation of Guaranty').

4.4 Resolutions. Certified copies of the resolutions of the Board of
Directors of the Borrower approving this Amendment Three and Waiver and
certified copies of the resolutions of the Board of Directors of Pro-Fac
approving its confirmation of the Pro-Fac Guaranty Agreement.

4.7 Opinion of Counsel. An opinion of Borrower's legal counsel that
this Amendment Three and Waiver and the Confirmation of Guaranty does not
violate any agreement to which the Borrower or Pro-Fac is a party or require
the waiver of any other person.

5. Reference to and Effect on Loan Documents.

5.1 Upon the effectiveness hereof, each reference in the Agreement
to 'this Agreement', 'hereunder', 'hereof', 'herein', or words of like import,
and each reference in the other Loan Documents to the Agreement, shall mean and
be a reference to the Agreement, as amended hereby.

5.2 Except as specifically amended or waived above, the Agreement
and all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.

5.3 Except to the extent expressly provided in Section 3 above, the
execution, delivery and effectiveness of this Amendment Three and Waiver shall
not operate as a waiver of any right, power or remedy of the Banks or the Agent
under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents, including without limitation any provision of any
Loan Document in respect of which the Borrower is currently not in compliance
(the 'Noncompliance'), including

4
<PAGE>

any Noncompliance which has been disclosed to the Banks or of which the Banks
are deemed to be charged with notice.

6. Costs and Expenses. The Borrower agrees to pay on demand all costs
and expenses of the Banks in connection with the preparation, execution and
delivery of this Amendment Three and Waiver and the other documents related
hereto, including the fees and out-of-pocket expenses of counsel for the Banks.

7. Governing Law. This Amendment Three and Waiver shall be governed and
construed in accordance with the laws of the State of New York without regard
to any conflicts-of-laws rules which would require the application of the laws
of any other jurisdiction.

8. Headings. Section headings in this Amendment Three and Waiver are
included herein for convenience of reference only and shall not constitute a
part of this Amendment Three and Waiver for any other purpose.

9. Execution in Counterparts. This Amendment Three and Waiver may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all or which taken together shall constitute but
one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Three and Waiver to be executed by their respective representatives thereunto
duly authorized, as of the date first above written.

CURTICE-BURNS FOODS, INC.

By:----------------------

5
<PAGE>

William D. Rice
Title: Senior Vice President and
Chief Financial Officer

THE CHASE MANHATTAN BANK, N.A.

By:---------------------------
Benedict A. Smith
Its: Vice President

NATIONAL WESTMINSTER BANK U.S.A.

By:---------------------------
Charles F. Houghton, Jr.
Its: Vice President

THE NORTHERN TRUST COMPANY

By:---------------------------
Michael L. Bryan
Its: Vice President

FIRST INTERSTATE BANK OF
WASHINGTON, N.A.

By:---------------------------
Susan J. Hendrixson
Its: Vice President

DAIWA BANK TRUST COMPANY
6
<PAGE>

By:---------------------------
Masafumi Asai
Its: Second Vice President

MANUFACTURERS AND TRADERS
TRUST COMPANY

By:---------------------------
Thomas K. Arcuri
Its: Assistant Vice President

THE CHASE MANHATTAN BANK, N.A.,
AS AGENT

By:---------------------------
Benedict A. Smith
Its: Vice President
7

<PAGE>

EXHIBIT 10(L)

CURTICE BURNS FOODS

NON-QUALIFIED
PROFIT SHARING PLAN

EFFECTIVE SEPTEMBER 15, 1989

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . 1

ARTICLE II PURPOSE AND TRUST FUND. . . . . . . . . . . 6
2.01 Purpose. . . . . . . . . . . . . . . . . . . . 6

ARTICLE III ELIGIBILITY FOR PARTICIPATION. . . . . . . 7
3.01 Eligibility. . . . . . . . . . . . . . . . . . 7
3.02 Breaks in Eligibility Service. . . . . . . . . 7
3.03 Entry Date . . . . . . . . . . . . . . . . . . 8

ARTICLE IV CONTRIBUTIONS . . . . . . . . . . . . . . . 10
4.01 Employer Contributions . . . . . . . . . . . . 10
4.02 Voluntary Contributions by Employees . . . . . 11

ARTICLE V ACCOUNTS AND ALLOCATIONS . . . . . . . . . . 12
5.01 Individual Accounts. . . . . . . . . . . . . . 12
5.02 Allocation of Contributions. . . . . . . . . . 12
5.03 Payment or Deferral of Contributions . . . . . 12
5.04 Allocation of Income and Expenses. . . . . . . 13
5.05 Effect of Allocation . . . . . . . . . . . . . 13
5.06 List of Participants . . . . . . . . . . . . . 13
5.07 Valuation of Assets. . . . . . . . . . . . . . 13

ARTICLE VI INVESTMENT OF ACCOUNTS. . . . . . . . . . . 15
6.01 Earnings on Accounts . . . . . . . . . . . . . 15
6.02 Notice to Participants . . . . . . . . . . . . 15
6.03 Determinations Conclusive. . . . . . . . . . . 15
6.04 No Vesting From Allocation or
Credit to Accounts. . . . . . . . . . . . . 15

ARTICLE VII VESTING. . . . . . . . . . . . . . . . . . 16
7.01 Vesting. . . . . . . . . . . . . . . . . . . . 16

9
<PAGE>

ARTICLE VIII PAYMENT OF BENEFITS . . . . . . . . . . . 17
8.01 Form of Benefit. . . . . . . . . . . . . . . . 17
8.02 Time Payments Commence . . . . . . . . . . . . 17
8.03 Hardship Distributions
During Employment . . . . . . . . . . . . . 17
8.04 Regulatory Challenge . . . . . . . . . . . . . 18

ARTICLE IX DISTRIBUTION ON DEATH OF PARTICIPANT. . . . 19
9.01 Death Benefit. . . . . . . . . . . . . . . . . 19
9.02 Form of Payment. . . . . . . . . . . . . . . . 19
9.03 Designation of Beneficiary . . . . . . . . . . 19
Designation of Beneficiary . . . . . . . . . . . . . . 19

ARTICLE X DISABILITY OF PARTICIPANTS . . . . . . . . . 20
10.01 Permanent Disability . . . . . . . . . . . . 20
10.02 Definition of Disability . . . . . . . . . . 20

<PAGE>
ARTICLE XI TERMINATION OF PLAN AND TRUST. . . . . . . 21
11.01 Right to Terminate Plan. . . . . . . . . . . 21
11.02 Distribution Upon Termination or
Discontinuance of Contributions . . . . . . 21

ARTICLE XII ADVISORY COMMITTEE . . . . . . . . . . . . 22
12.01 Appointment of Committee . . . . . . . . . . 22
12.02 Powers of Committee. . . . . . . . . . . . . 22
12.03 Investment Manager . . . . . . . . . . . . . 23
12.04 Consultants. . . . . . . . . . . . . . . . . 23
12.05 Records. . . . . . . . . . . . . . . . . . . 23
12.06 Action . . . . . . . . . . . . . . . . . . . 23

ARTICLE XIII AMENDMENT . . . . . . . . . . . . . . . . 24
13.01 Amendment. . . . . . . . . . . . . . . . . . 24

ARTICLE XIV CLAIMS PROCEDURE . . . . . . . . . . . . . 25
14.01 Claims Procedure . . . . . . . . . . . . . . 25

ARTICLE XV MISCELLANEOUS . . . . . . . . . . . . . . . 27
15.01 Consolidation or Merger. . . . . . . . . . . 27
15.02 Termination in Event of Merger, etc. . . . . 27
15.03 Limitations on Consolidation, Merger
of Plan or Transfer of Plan Assets. . . . . 27
15.04 Loans to Participants. . . . . . . . . . . . 27
15.05 Trustee as Agent . . . . . . . . . . . . . . 27
15.05 Performance of Acts. . . . . . . . . . . . . 28
15.07 Gender and Number. . . . . . . . . . . . . . 28
15.08 Binding Effect . . . . . . . . . . . . . . . 28
15.09 Governing Law. . . . . . . . . . . . . . . . 28
15.10 Invalidity of Part of Plan . . . . . . . . . 28
15.11 Headings . . . . . . . . . . . . . . . . . . 28
15.12 Communication to Employees . . . . . . . . . 28
15.13 Employment Rights. . . . . . . . . . . . . . 28
15.14 Service of Process . . . . . . . . . . . . . 29
15.15 Spendthrift Provision. . . . . . . . . . . . 29

<PAGE>

ARTICLE I

DEFINITIONS

1.01 The name of the Plan shall be known and designated as
the CURTICE BURNS FOODS NON-QUALIFIED PROFIT SHARING
PLAN, which shall hereinafter be referred to as the
'Plan'.

1.02 The effective date of the Plan shall be September 15,
1989.

1.03 'Account' shall mean the aggregate of the various
bookkeeping accounts maintained on behalf of each
Participant to record or accept contributions allocated
or made on behalf of such Participant.

1.04 'Adjustment Factor' shall mean the cost of living
adjustment factor prescribed by the Secretary of the
Treasury under Section 415(d) of the Code as applied to
such items and in such manner as the Secretary shall
provide.

1.05 'Affiliated Employer' shall mean the Employer and any
corporation which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Code)
which includes the Employer; any trade or business
whether or not incorporated which is under common
control (as defined in Section 414(c) of the Code) with
the Employer; any organization whether or not incorpor-
ated which is a member of an affiliated service group
(as defined in Section 414(m) of the Code) which
includes the Employer; and any other entity required to
be aggregated with the Employer pursuant to the
regulations under Section 414(o) of the Code.

<PAGE>

1.06 'Board' shall mean the Board of Directors of the
Employer.

1.07 'Code' shall mean the Internal Revenue Code of 1986 and
amendments thereto.

1.08 'Committee' shall mean the Advisory Committee appointed
and acting in accordance with the terms of Article XII
hereof.

1.09 'Compensation' shall, for purposes of this Plan, mean
in the case of a salaried Employee the basic earnings
of such Employee including commissions but exclusive of
discretionary bonuses, commissions, and the payments
hereunder. For purposes of applying the limitations of
Section 415 of the Code, 'Compensation' shall have the
meaning contained in Section 415 and the regulations
promulgated thereunder.

1.10 'Eligibility Computation Period' shall mean the twelve
consecutive month period commencing on the date an
Employee first renders an Hour of Service to the
Employer and successive anniversaries thereof.

1.11 'Employee' shall mean any person employed by the
Employer in a salaried exempt classification except
those persons constituting a unit of employees covered
by a collective bargaining agreement under which
retirement benefits are the subject of good-faith
bargaining.

1.12 'Employer' shall mean CURTICE BURNS FOODS, INC. and any
other entity which may adopt this Plan, and any
successor of the Employer.

<PAGE>
1.13 'Entry Date' shall mean the first day of the month
coincident with or next following the Employee's
satisfaction of the eligibility requirements set forth
in Section 3.01.

1.14 'ERISA' shall mean the 'Employee Retirement Income
Security Act of 1974.'

1.15 'Family Member' shall mean an individual described in
Section 414(q) of the Code.

1.16 'Highly Compensated Employee' shall mean an Employee
who is a highly compensated active Employee or a highly
compensated former Employee.

(a) A highly compensated active Employee includes
any Employee who performs service for the Employer
during the determination year and who, during the look-
back year: (i) received Compensation from the Employer
in excess of $75,000 (as adjusted pursuant to Section
415(d) of the Code); (ii) received Compensation from
the Employer in excess of $50,000 (as adjusted pursuant
to Section 415(d) of the Code) and was a member of the
top-paid group for such year; or (iii) was an officer
of the Employer and received Compensation during such
year that is greater than 50 percent of the dollar
limitation in effect under Section 415(b)(1)(A) of the
Code. The term Highly Compensated Employee also
includes: (i) an Employee who is both described in the
preceding sentence if the term 'determination year' is
substituted for the term 'look-back year' and is one of
the one hundred Employees who received the most
Compensation from the Employer during the determination
year; and (ii) Employees who are 5 percent owners at
any time during the look-back year or determination
year. If no officer has satisfied the compensation

<PAGE>
requirement of (iii) above during either a
determination year or look-back year, the highest paid
officer for such year shall be treated as a Highly
Compensated Employee. For this purpose, the
determination year shall be the Plan Year. The look-
back year shall be the calendar year ending with or
within the applicable determination year (or, in the
case of a determination year that is shorter than
twelve months, the calendar year ending with or within
the twelve month period ending with the end of the
applicable determination year).

(b) A highly compensated former Employee includes
any Employee who separated from service (or was deemed
to have separated) prior to the determination year,
performs no service for the Employer during the
determination year, and was a highly compensated active
Employee for either the separation year or any
determination year ending on or after the Employee's
55th birthday.

(c) If an Employee is, during a determination year
or look-back year, a family member of either a 5
percent owner who is an active or former Employee or a
Highly Compensated Employee who is one of the ten most
highly compensated Employees ranked on the basis of
compensation paid by the Employer during such year,
then the family member and the 5 percent owner or top-
ten highly compensated Employee shall be aggregated.
In such case, the family member and 5 percent owner or
top-ten highly compensated Employee shall be treated as
a single Employee receiving Compensation and Plan
contributions or benefits equal to the sum of such
Compensation and contributions or benefits of the
family member and 5 percent owner or top-ten highly
compensated Employee. For purposes of this section,

4
<PAGE>
'family member' includes the spouse, lineal ascendants
and descendants of the Employee or former Employee and
the spouses of such lineal ascendants and descendants.

(d) The determination of who is a Highly Compen-
sated Employee, including the determinations of the
number and identity of employees in the top-paid group,
the top one hundred Employees, the number of Employees
treated as officers and the Compensation that is
considered, will be made in accordance with Section
414(q) of the Code and the regulations thereunder.

1.17 'Hour of Service' shall mean, and an Employee shall be
credited with:

(a) Each hour for which the Employee is either
directly or indirectly compensated by the Employer for
performing current duties for the Employer, and

(b) Each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or
agreed to by the Employer. Hours of Service for back
pay shall be credited to the Employee for the
computation period or periods to which the award or
agreement pertained, rather than the computation period
in which the award, agreement or payment is made, and

(c) Each hour for which an Employee is directly or
indirectly paid, or entitled to such payment, by the
Employer for reasons (such as vacation, sickness or
disability) other than for the performance of duties.

(d) 'Hours of Service' shall be computed and
credited to an Employee in accordance with DOL. Reg.
Section 2530.200b2 generally, which is incorporated
herein by reference.

<PAGE>
1.18 'Investment Manager' means a person or organization who
is appointed pursuant to Section 12.03 to direct the
investment of all or part of the Trust Fund, and who is
duly qualified, appointed, and acting as an Investment
Manager within the meaning of ERISA Section 3(38).

1.19 'Non-Highly Compensated Employee' shall mean an
Employee who is neither a Highly Compensated Employee
nor a Family Member.

1.20 'Normal Retirement Age' shall mean a Participant's
sixty-fifth birthday. 'Normal Retirement Date' shall
mean the first day of the month following or coincident
with the Participant's attainment of Normal Retirement
Age.

1.21 'Participant' shall mean an Employee of the Employer
who has met the eligibility requirements of Section
3.01 and who is actively participating in the Plan.

1.22 'Plan Administrator' shall be the Committee appointed
in accordance with Article XII.

1.23 'Plan Year' shall mean successive twelve consecutive
month period beginning on January 1.

1.24 'Profits' shall mean Earnings as defined in Section
4.01 (b) (1).

1.25 'Trust' or 'Trust Fund' shall mean the Trust Fund
referred to in Article II which may be established in
accordance with a trust agreement between the Employer
and a Trustee, or any successor trust agreement, and
shall consist of any and all payments made by the
Employer to the Trust Fund together with the net income

<PAGE>
and gain produced by the investments of the Trust Fund,
which shall be added to the principal of the Trust Fund
by the Trustee. The fiscal year of the Trust shall
coincide with the Plan Year and shall change, if
necessary, so as to always conform to any changes in
the Plan Year.

1.26 'Trustee' shall mean the trustee designated in any
trust agreement governing the Trust which may be
established by the Employer to be a part of this Plan,
or any successor trustee, including successors by
merger or consolidation.

1.27 'Year of Eligibility Service' shall mean an Eligibility
Computation Period during which an Employee completes
at least One Thousand (1000) Hours of Service.

<PAGE>

ARTICLE II

PURPOSE AND TRUST FUND

2.01 Purpose.

(a) This Plan, and if established the Trust of
which it forms a part, is established for the purpose
of enabling the Employees of the Employer to share in
the profits of the Employer's business.
Notwithstanding the foregoing, the assets allocated
either to Accounts or to the Trust Fund shall remain
the property of the Employer until actually distributed
to Participants (or Beneficiaries) hereunder.

(b) If a Trust is established as part of this
Plan, contributions under this Plan may be paid to the
Trustee and deposited in the Trust Fund. If the
Trustee hereunder is a bank, the Trustee is
specifically authorized to invest all or part of the
assets of the Plan in certificates of deposit, savings
accounts, or other interest-bearing savings instruments
of the Trustee.

(c) It is the intent of the Employer that this
Plan shall constitute a 'top hat plan' for a select
group of management or highly compensated employees, as
such term is used in ERISA.

<PAGE>

ARTICLE III

ELIGIBILITY FOR PARTICIPATION

3.01 Eligibility. Each Employee of the Employer shall
participate in the Plan who (a) is compensated on a
salary basis, a commission basis, or both a salary and
commission basis, (b) is not eligible for overtime
compensation under the provisions of the Fair Labor
Standards Act, (c) is not entitled to compensation from
the Employer or a subsidiary of the Employer for any
period subsequent to March 31, 1975 pursuant to a
collective bargaining agreement, (d) is a Highly
Compensated Employee, (e) is not a leased employee
(within the meaning of Section 414(n)(2) of the Code),
and (f) either participated in the Curtice-Burns, Inc.
Deferred Profit Sharing Plan on its termination date of
September 14, 1989 or, if not participating in such
terminated plan or if hired after September 14, 1989,
then upon attaining age 21 and completing one Year of
Eligibility Service with the Employer. Notwithstanding
the foregoing, no Employees shall be eligible to
participate in an allocation of an Employer
contribution in this Plan during any Plan Year in which
such Employee is eligible to participate in the Curtice
Burns Foods Deferred Profit Sharing Plan effective
September 15, 1989, it being the intention of the
Employer that this Plan shall provide benefits only for
those Highly Compensated Employees of the Employer
otherwise ineligible to participate in such Curtice
Burns Foods Deferred Profit Sharing Plan.

3.02 Breaks in Eligibility Service.

9
<PAGE>

(a) For purposes of Section 3.01, all Years of
Eligibility Service with the Employer adopting this
Plan (including service with a predecessor to any such
Employer) shall be taken into account in computing an
Employee's period of service for purposes of eligibi-
lity.

(b) A former Participant shall become a
Participant on the Entry Date next following or
coincident with such former Participant's date of
rehire if the Participant's aggregate number of Years
of Eligibility Service before such break equals or
exceeds the greater of five, or the Participant's
number of consecutive one year Breaks in Service.

If any Years of Eligibility Service are not
required to be taken into account under this Subsection
(b), then such Years of Eligibility Service shall not
be taken into account for a subsequent period of Breaks
in Service.

(c) In the case of each individual who is absent
from work for any period (i) by reason of the pregnancy
of the individual, (ii) by reason of the birth of a
child of the individual, (iii) by reason of the
placement of child with the individual in connection
with the adoption of such child by such individual, or
(iv) for purposes of caring for such child for a period
beginning immediately following such birth or
placement, the Plan shall treat as Hours of Service as
the hours described in Subsection (d) below.

(d) The hours described in this subsection are
(i)the Hours of Service which otherwise would normally
have been credited to such individual but for such
absence, or (ii) in any case in which the hours

10
<PAGE>

described in (d)(i) cannot be determined, 8 hours per
day of such absence. Notwithstanding the foregoing,
the total number of hours treated as Hours of Service
under this Section by reason of any such pregnancy or
placement shall not exceed 501 hours.

(e) The hours described in Subsection (d) shall be
treated as Hours of Service as provided in this Section
(i) only in the year in which the absence from work
begins, if the Participant would then attain 1000 Hours
of Service in such year solely because the period of
absence is treated as Hours of Service as provided in
Subsection (c); or (ii) in any other case, the year
immediately following.

(f) For purposes of this Section, the term 'year'
means the Participant's Eligibility Computation Period.

(g) Notwithstanding any other provision of this
Section, no credit will be given pursuant to the
provisions of Subsections (c) through (f) of this
Section unless the individual furnishes to the Plan
Administrator such timely information as it shall
reasonably require to establish that the absence from
work is for reasons referred to in Subsection (c), and
the number of days for which there was such an absence.

3.03 Entry Date. An Employee who meets the eligibility
requirements set forth in Section 3.01 on the effective
date of the Plan shall participate in the Plan as of
the effective date and an Employee who thereafter meets
the eligibility requirements set forth in Section 3.01
shall commence participation in the Plan on the Entry
Date next following or coincident with the satisfaction
of such eligibility requirements; provided that the

11
<PAGE>
Employee is still employed by the Employer on such
Entry Date.

<PAGE>
ARTICLE IV

CONTRIBUTIONS

4.01 Employer Contributions.

(a) The Employer shall make a contribution to the
Plan for each fiscal year of the Employer determined in
the following manner:

(1) Seven percent (7%) of the Earnings of
Curtice Burns Foods, Inc. after deduction of
seven percent (7%) of Capital Employed by
Curtice Burns Foods, Inc., both determined in
accordance with (b) below shall be determined
as a 'hypothetical contribution.'

(2) The hypothetical contribution shall be
allocated (the 'hypothetical allocation') to
Participants in the Curtice Burns Foods
Deferred Profit Sharing Plan (effective
September 15, 1989) in accordance with the
provisions of such Plan regarding allocations,
and to those Employees who are eligible to
participate in this Plan, and who are not
eligible to participate in the Curtice Burns
Foods Deferred Profit Sharing Plan because
such Employees are Highly Compensated
Employees, in accordance with the allocation
provisions of Article V hereof.

<PAGE>

(3) The portion of the hypothetical
allocation for Highly Compensated Employees
shall be determined.

(4) The resultant amount determined in
Paragraph (3) above shall be the amount
available for contribution to this Plan, and
such contribution shall be allocated in
accordance with Article V hereof.

(b) The following terms shall have the following
meanings:

(1) 'Earnings' shall mean division
earnings on the Curtice Burns Foods, Inc.
corporate income statement less charitable
contributions plus the Springfield Bank for
Cooperatives dividend, all as computed in
accordance with generally accepted accounting
principles consistently applied, as of each
fiscal year end. The exclusion of any
extraordinary charges or earnings shall be
approved by the Board of Directors of Curtice
Burns Foods, Inc.

(2) 'Capital Employed' shall mean all
debt, including long-term debt which is
temporarily paid seasonally, and equity of
Curtice Burns Foods, Inc. subject to interest
or dividends as of fiscal year end; provided,
however, that the current portion of long-term
debt shall be excluded, short-term debt shall
be excluded, and any liability for unpaid
deferred compensation shall be excluded. All
equity is included except for Pro-Fac
Cooperative retains and Pro-Fac Cooperative

14
<PAGE>

earned surplus which is less than five years
old. The computation of Capital Employed
shall be in accordance with generally accepted
accounting principles consistently applied.

(c) Notwithstanding the foregoing, in no
event shall the Employer contribution during
any fiscal year exceed fifteen percent (15%)
of the aggregate compensation paid to
Participants during such year.

(d) The Employer contribution amount shall
be determined by the public accountant
regularly employed by Curtice Burns Foods,
Inc. and the certificate of such accountant
shall be conclusive and binding upon all
persons having or claiming an interest
hereunder.

(e) The Employer contribution shall not be
increased or decreased by reason of any audit
or change made by the Internal Revenue Service
or any other person or agency subsequent to
the date when the Employer contribution is
made for a year.

4.02 Voluntary Contributions by Employees. No
voluntary Employee contributions are permitted
under the Plan.

15
<PAGE>
ARTICLE V

ACCOUNTS AND ALLOCATIONS

5.01 Individual Accounts. If no Trust is established as
part of this Plan, the Committee shall maintain an
Account for each Participant and former Participant
having an amount to his credit under this Plan. If a
Trust is established as part of this Plan, the Trustee
shall maintain an Account to which the Participant's
share of the portion of the Employer's contribution
shall be credited.

5.02 Allocation of Contributions.

(a) Each Participant who is an Employee of
the Employer on the last day of the Employer's
fiscal year and each Participant who has died,
become disabled or retired during the Employer's
fiscal year shall be credited with that amount of
the Employer contribution for the Plan Year ending
prior to the end of the Employer's fiscal year in
accordance with a fraction, the numerator of which
is the amount of the Participant's Compensation
(paid or accrued) for the calendar year preceding
the calendar year in which the Employer's fiscal
year ended, and the denominator of which is the
amount of all Compensation of all Participants for
the calendar year preceding the calendar year in
which the Employer's fiscal year ended. For
purposes of determining an Employee's Compensation
for the calendar year 1989, Compensation shall
include the amount, if any, which such Employee
elected to defer pursuant to a non-qualified
deferral agreement with the Employer.

16
<PAGE>
(b) The amount of each Participant's interest
or share in the Employer contribution shall be
determined by dividing the amount of the Employer
Contribution for the Employer's fiscal year by the
total number of units of all Participants as
determined in Subsection (a) above, and
multiplying the quotient by the number of units
with which each such Participant was credited
under Subsection (a) above.

5.03 Payment or Deferral of Contributions.

(a) If a Participant has entered into a Profit
Sharing Award Deferral Agreement with the Employer
which is effective for the Employer's fiscal year
for which an allocation is determined for the Par-
ticipant under Section 5.02, then the Partici-
pant's allocation shall be deferred in accordance
with the elections made pursuant to such Profit
Sharing Award Deferral Agreement. Any amount of
such Participant's allocation which is not defer-
red pursuant to such Profit Sharing Award Deferral
Agreement shall be paid to the Participant as a
cash bonus.

(b) If a Participant has not entered into a
Bonus Deferral Agreement with the Employer which
is effective for the Employer's fiscal year for
which an allocation is determined for the
Participant under Section 5.02, then the full
amount of the Participant's allocation shall be
paid to the Participant as a cash bonus.

5.04 Allocation of Income and Expenses. As of the last day
of each Plan Year for which a Trust is in existence as
a part of this Plan, income of the Trust for such year

<PAGE>
shall be credited to, and all losses and expenses of
the Trust for such year shall be charged to, the
various Accounts maintained by the Trustee for the
Participants and/or their beneficiaries, as the case
may be. Such credits and charges shall be made in
proportion to the value of the respective Accounts as
of the preceding Valuation Date after recording all
credits and charges required to be made as of such
Valuation Date.

5.05 Effect of Allocation. No allocation or credit to any
Participant's Account shall operate to vest in such
Participant any right, title or interest to or in the
Account or any Trust Fund hereunder except at the time
or times and upon the terms and conditions set forth in
this Plan.

5.06 List of Participants. At the close of the Plan Year,
the Employer shall deliver to the Committee a list of
all Participants in the Plan, together with a statement
of the amount of Compensation paid by the Employer to
each during the Plan Year just ended. From time to
time thereafter as occasion shall arise, the Employer
shall promptly notify the Committee in writing of all
changes respecting the identity or number of
Participants and their respective Compensation.

5.07 Valuation of Assets. On a periodic basis not less than
annually, and as of the last day of each Plan Year for
which a Trust is in existence hereunder, the Trustee
shall revalue the various Accounts maintained for the
Participants (and beneficiaries) such that the Parti-
cipant (and beneficiary) Accounts will reflect any
increase or decrease in fair market value of the assets
of the Trust as of such date. Any such increase or
decrease in market value shall be apportioned in the

<PAGE>
same manner that income, expenses, and losses are to be
apportioned. The date as of which any such valuation
is made is sometimes herein referred to as the
'Valuation Date'.

<PAGE>
ARTICLE VI
INVESTMENT OF ACCOUNTS

6.01 Earnings on Accounts.

(a) For Plan Years in which no Trust is in
existence hereunder, the Accounts hereunder shall
be credited with a compounded interest adjustment.
Such interest adjustment shall be determined and
allocated annually, at the close of each fiscal
year of the Employer. For purposes of this Plan,
the interest adjustment shall be computed by
applying the average interest rate paid for
borrowed funds by the Employer during the
applicable fiscal year to the average daily
balances of Participants' Accounts reflected in
the Employer's records during such fiscal year.

(b) For Plan Years in which a Trust is in
existence as part of this Plan, any actual
earnings or loss of the Trust Fund shall be
allocated to the Accounts of Participants (or
Beneficiaries) in proportion to the ratio of the
value of each individual Account to the value of
all individual Accounts immediately before such
allocation. Such allocation shall occur not less
frequently than annually.

(c) Notwithstanding the foregoing, any
interest credited, or earnings or loss allocated,
shall remain the property of the Employer (or the
Trust if earned on Plan assets held in a Trust
forming part of this Plan) until distributed to
Participants (or Beneficiaries) in accordance with
the terms of this Plan.

20
<PAGE>

6.02 Notice to Participants. As soon as practicable after
the last day of each fiscal year, and on such interim
dates as selected by the Committee, the Committee or
the Trustee shall prepare, mail or deliver to each
Participant a report which shall reflect and identify
the adjustments in his Account resulting from the
operations of the Plan during such year, or interim
period, and show the total net credit to his Account as
of the last day of such year or interim period after
such adjustment.

6.03 Determinations Conclusive. All determinations of the
Committee or Trustee with respect to allocations,
credits and valuations shall be binding and conclusive
for all purposes.

21
<PAGE>
6.04 No Vesting from Allocation or Credit to Accounts. No
allocation or credit to any Participant's separate
investment fund shall operate to vest any right, title
or interest in such funds in such Participant except at
the time or times, and upon the terms and conditions
set forth in this Plan.

22
<PAGE>

ARTICLE VII

VESTING

7.01 Vesting. A Participant's Account under this Plan shall
be fully vested at all times.

<PAGE>
ARTICLE VIII

PAYMENT OF BENEFITS

8.01 Form of Benefit.

(a) The provisions of this Article VIII shall
apply to amounts deferred to Accounts hereunder,
plus interest, earnings, or losses allocated to
such Accounts. Notwithstanding any provision
contained in this Plan to the contrary, the normal
form of benefit for any amount deferred to an
Account under this Plan by and for any Participant
shall be a lump sum payment equal to the value of
the Account at the time of payment.

(b) If a Participant has elected a form of
benefits other than a lump sum distribution in a
Profit Sharing Award Deferral Agreement with the
Employer which is then in effect, the terms of
such Profit Sharing Award Deferral Agreement shall
control the form of payment.

8.02 Time Payments Commence. If practicable, upon a Par-
ticipant's attaining Normal Retirement Date, permanent
disability, death, retirement, resignation, discharge,
or termination, the Committee or the Trustee shall
distribute the benefits provided hereunder to the
Participant on or before April 1st of the calendar year
following such date. If a Participant dies after he
has become entitled to a distribution of his benefits
hereunder, but before he has received the total amount
of such distribution, any remaining benefit of such
Participant shall be paid in accordance with Article IX
hereof.

24
<PAGE>
8.03 Hardship Distribution During Employment. Subject to
such uniform rules and regulations as may from time to
time be adopted by the Committee and subject to the
terms of any Profit Sharing Award Deferral Agreement
then in effect for the Participant, the Committee may
(in its sole discretion) distribute (or direct the
Trustee to distribute) all or a portion of the amount
in the Account of a Participant prior to the time
designated in Section 8.02 above in the event of severe
financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant (as
defined in Section 152(a) of the Code), loss of the
Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the
Participant.

8.04 Regulatory Challenges. If the Internal Revenue Service
or any other taxing authority shall at any time
interpret the Plan, any Trust which is a part of the
Plan, or any Profit Sharing Award Deferral Agreement
entered into between the Employer and a Participant in
the Plan, to be ineffective in deferring the
Participant's or designated beneficiary's income until
the time of actual payment in cash and that
interpretation becomes final or unappealable, the
Employer shall immediately pay over the taxable amount
in question to the Participant or designated
beneficiary. In addition, if the United States Depart-
ment of Labor or any similar regulatory authority shall
at any time determine that the Participant is not part
of the Employer's select group of management or highly
compensated employees described in Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, or that the entire
Plan does not fall within those Sections, and that

25
<PAGE>
determination becomes final and binding, or any such
agency issues regulations which legal counsel to the
Employer reasonably believes are of similar effect, the
Employer shall immediately pay over the entire amount
deferred under this Plan, plus interest or earnings
thereon computed in accordance with Section 5.01, to
the Participant or designated beneficiary. In the
event of any payment pursuant to this Section, the
Employer shall also indemnify and hold the Participant
or designated beneficiary harmless against any interest
and/or penalties which are imposed on the Participant
or designated beneficiary due to the ineffectiveness of
deferral and against any taxes imposed on the interest
and/or penalties indemnified, as well as against any
taxes pyramided thereon.

26
<PAGE>

ARTICLE IX

DISTRIBUTION ON DEATH OF PARTICIPANT

9.01 Death Benefit. If a Participant's death occurs at any
time prior to his termination of employment (or prior
to the payment of all benefits owed to a Participant),
the entire value of the balance in his Account shall be
paid as a death benefit to his designated beneficiary
('Beneficiary'). If no designation of a Beneficiary is
then in place, such payments shall be made to the Par-
ticipant's estate. If a Beneficiary shall die before
receiving all payments due it hereunder, the balance of
such payments shall be made to the Beneficiary's estate
in a single lump sum payment.

9.02 Form of Payment. Any death benefit payable hereunder
shall be paid in a single lump-sum payment. If a
Participant has elected an alternate form of benefits
in accordance with Section 8.01(b) hereof, any death
benefit payable hereunder shall be paid in accordance
with such election.

9.03 Designation of Beneficiary.

(a) A Participant shall designate a Benefi-
ciary to receive death benefits payable under
Section 9.01 on forms provided by the Committee
for that purpose, and such a designation may be
changed at any time. The Beneficiary may be a
natural person, trust or estate. Any such
designation of beneficiary shall be made in
accordance with the requirements of this Plan, and

<PAGE>

shall be binding and conclusive on all persons
claiming an interest in or to any benefit
otherwise payable under Section 9.01.

(b) If a Participant fails to designate a
Beneficiary during his lifetime, or if no
designated Beneficiary survives the Participant,
his death benefits shall be paid to his surviving
spouse, or, if he has no surviving spouse, to his
legal representative, in a single lump-sum
payment. If no legal representative is appointed
within sixty (60) days after his death and if the
death benefit otherwise payable hereunder does not
exceed One Thousand Dollars ($1,000.00), the
Committee may direct the Trustee to pay the
Participant's death benefit to the person or
persons related to the Participant either by blood
or marriage as the Committee may designate in its
discretion. The Committee shall decide what
Beneficiaries, if any, shall have been validly
designated, and its decision shall be binding and
conclusive on all persons.

<PAGE>

ARTICLE X

DISABILITY OF PARTICIPANTS

10.01 Permanent Disability. If a Participant becomes perma-
nently disabled while employed by the Employer, the
entire value of the balance in his Account hereunder
shall be paid to him in accordance with the provisions
of Article VIII.

10.02 Definition of Disability. For purposes of this Plan,
a Participant will be deemed to be permanently and
totally disabled if a physician selected by or
acceptable to the Committee certifies in writing that
such Participant is unable to perform the duties of his
present occupation by reason of any injury or sickness
which can be expected to result in death or be of long,
continued and indefinite duration.

29
<PAGE>

ARTICLE XI

TERMINATION OF PLAN AND TRUST

11.01 Right to Terminate Plan. This Plan, and any Trust
which may be a part of the Plan, are purely voluntary
on the part of the Employer, and it may, by action of
its Board, terminate the Plan at any time. The
Employer may also discontinue contributions under the
Plan at any time. The Plan may also be terminated,
either voluntarily or involuntarily, without formal
action by the Board or notice to the Trustee, and in
that event, the Participants' benefits shall be held
and distributed in accordance with the provisions of
Section 11.02 hereof.

11.02 Distribution Upon Termination or Discontinuance of
Contributions. Upon termination or partial termination
of the Plan, or at such time as the Participants (and
Beneficiaries) are not entitled to further payments
hereunder, or at such time as the Internal Revenue
Service determines any of the Profit Sharing Award
Deferral Agreements, the Plan, or any Trust which is a
part of the Plan to be ineffective to defer the
taxation of the Accounts until the Participants' (or
Beneficiaries') actual receipt of distributions
hereunder, the Committee may direct the Trustee of any
Trust which may then form a part of this Plan to dis-
tribute to the Participants their respective interests
in their Accounts. In such case, the Committee shall
determine the method of distribution of the
Participant's Account in accordance with the provisions

<PAGE>

of Article VIII hereof. The Employer may elect to
continue any such Trust indefinitely for the purpose of
distributing benefits to the Participants and their
Beneficiaries, in accordance with the provisions of
this Plan, generally upon retirement, permanent
disability, death, or termination of employment. The
election to continue any such Trust shall be made in
writing to the Trustee.

<PAGE>

ARTICLE XII

ADVISORY COMMITTEE

12.01 Appointment of Committee. The Employer shall appoint
an Advisory Committee of one or more persons to be
known as the 'Committee'. The Committee shall control
and manage the operation and administration of the Plan
and shall be appointed and serve at the pleasure of the
Board. Any member may resign by delivering his written
resignation to the Board and to the Committee.
Vacancies arising by virtue of resignation, death,
removal or otherwise shall be filled by the Board. The
Secretary or any other officer of the Employer shall
give the Trustee, if any, a certified copy of each
Board resolution appointing or removing a member of the
Committee. Until it receives written notice that a
person is no longer a member of the Committee, the
Trustee shall be fully protected in assuming that the
person is still a member of the Committee. When the
Secretary or other corporate officer delivers to the
Trustee a certified copy of a resolution of the Board
appointing a member of the Committee, he shall also
deliver a specimen signature of that member. If at any
time, no members are currently serving as the
Committee, or if no Committee is appointed, the Board
shall be deemed to be the Committee.

12.02 Powers of Committee. The Committee shall administer
the Plan in accordance with its terms, and shall have
all powers necessary to carry out its provisions,
including the power to determine all questions arising

<PAGE>

in connection with the administration, management,
interpretation and application of the Plan. The
Committee shall also have the power to allocate
fiduciary responsibilities for the operation and
management of the Plan (other than those of the
Trustee, if any, with respect to control of the assets
of the Plan) including the power to allocate fiduciary
responsibilities (other than Trustee responsibilities)
among named fiduciaries, and to designate persons other
than named fiduciaries to carry out fiduciary
responsibilities (other than Trustee responsibilities)
under the Plan. Any such delegation shall be in
writing and may be made to the officers and employees
of the Employer, or to any other individual, all of
whom shall serve at the pleasure of the Committee and,
if a full-time employee of the Employer, without
compensation. Any person who accepts such delegation
may resign by delivering a written resignation to the
Committee.

12.03 Investment Manager. The Committee may retain an
Investment Manager to advise and direct the Committee
in carrying out its responsibilities and functions.
The Committee may delegate to the Investment Manager
the sole responsibility for the management of the
assets of the Plan, including the power to direct the
acquisition and disposition of any assets of the Plan,
or any specified portion thereof; and the Investment
Manager shall be authorized to hire and consult with
accountants, actuaries, and other professional help in
the discharge of his duties. The Investment Manager
shall serve at the pleasure of the Committee and may

<PAGE>

resign by written resignation submitted to the
Committee.

12.04 Consultants. The Committee may retain and appoint
legal counsel, specialists, accountants, actuaries, and
other persons it deems necessary and desirable in
connection with the administration of this Plan.

12.05 Records. The Committee and those to whom it has
delegated fiduciary duties shall keep a record of all
of their proceedings and actions, and shall maintain
all books or accounts, records, and other data as shall
be necessary for the proper administration of the Plan
and to meet the applicable reporting and disclosure
requirements of ERISA, if any.

12.06 Action. The Committee shall act by a majority of its
members, either by vote at a meeting or in writing
without a meeting. The Committee may authorize any one
or more of its members to execute any document on
behalf of the Committee, in which event the Committee
shall notify the members so designated, and the Trustee
of the members who are so authorized to act on behalf
of the Committee. Any Trustee serving any Trust which
is part of the Plan may rely and will be fully
protected in relying on any written communications
signed by a majority of the members of the Committee as
being authorized by and reflecting the action of the
Committee. If the Trustee is advised in writing by a
majority of the members of the Committee that future
communications may be signed by a lesser number of
members of the Committee and giving the number and
names of members of the Committee who may sign future

<PAGE>

communications, the Trustee may rely on communications
signed by the lesser number of members as being author-
ized by, and reflecting the actions of, the Committee.

<PAGE>

ARTICLE XIII

AMENDMENT

13.01 Amendment. The Employer, upon authorization by its
Board, shall have the right at any time, and from time
to time, to amend, retroactively if necessary, any or
all of the provisions of this Plan or any Trust which
is a part of this Plan. Any amendment shall be
effective as of the effective date stated in the
amendment. No such amendment shall serve to reduce the
amount held in any Participant's (or Beneficiary's)
Account as of the date such amendment is adopted.

<PAGE>

ARTICLE XIII

CLAIMS PROCEDURE

14.01 Claims Procedure.

(a) A written request for a Plan benefit made
by an employee is a Claim; the person making such
claim is a Claimant.

(b) Each Claim shall be filed with the
Committee which shall, within 30 days from its
receipt, either accept it or deny it (wholly or
partially), and within that time notify the
Claimant of acceptance or of denial. The 30 days
may be extended for another 90 day period if it is
found that special circumstances require an
extension of time for processing. In this case,
the Claimant will be informed in writing of the
reasons for such extension, and the date on which
a final decision is expected, prior to the
expiration of the initial 30 day period.

If a Claim is wholly or partially denied,
a Claimant shall be furnished with a written
notice setting forth in a manner calculated to be
understood by the Claimant: (1) the specific
reason(s) for denial; (2) specific reference(s) to
pertinent Plan provisions on which any denial is
based; (3) a description of any additional
material or information necessary for the Claimant
to perfect the Claim, if any, and an explanation

<PAGE>

of why such material or information is necessary;
and (4) an explanation of the Plan's review
procedures.

(c) If a Claimant does not receive
notification of acceptance, denial or extension
within 30 days from submission of his Claim, he
may request review as if his Claim had been
entirely denied.

(d) Upon a denial, the Claimant is entitled,
either in person or by his duly authorized
representative, to: (1) request a review of the
Claim by the Committee for this purpose upon
written application for review made to the
Committee; (2) review pertinent documents relating
to the denial; and (3) submit issues and comments
in writing. In the case of a denial as to which
written notice of denial has been given to the
Claimant, any request for review of the Claim
pursuant to Subsection (d)(i) must be made within
60 days after receipt by the Claimant of such
notice.

(e) The Committee shall make its decision with
respect to a Claim review promptly, but not later
than 60 days after receipt of the request. Such
60-day period may be extended for another period
of 60 days if the Committee reviewing the Claim
finds that special circumstances require an
extension of time for processing. In this case
the Claimant will be informed in writing of the
reasons for such extension prior to the expiration

<PAGE>

of the initial 60 day period. The final decision
of the Committee shall be in writing, give
specific reasons for the decision and make
specific references to the pertinent Plan
provisions on which the decision is based.

<PAGE>

ARTICLE XV

MISCELLANEOUS

15.01 Consolidation or Merger. No provision of this Plan
shall prevent the consolidation or merger of the
Employer with or into any corporation, or prevent the
sale or transfer by the Employer of its property or any
part thereof. The successor corporation resulting from
any consolidation, merger, or transfer shall succeed
the Employer and become a party hereto. The Employer
agrees to notify the Participants (and Beneficiaries)
in writing of the terms of any such merger,
consolidation, or transfer prior to its consummation
and upon the consummation of such merger,
consolidation, or transfer shall require its successor
to expressly acknowledge and assume, in writing, the
Employer's obligations under this Plan.

15.02 Termination in Event of Merger, etc. If the Employer
merges or consolidates with another corporation, or
sells or transfers all or substantially all of its
assets, and if the successor corporation refuses to
succeed the Employer and become a party to this
Agreement, the Participants (and Beneficiaries) of the
Plan shall be entitled to all legal and equitable
remedies, including injunctive relief and other
equitable relief to prevent the transfer of all or
substantially all of the Employer's assets.

15.03 Limitations on Consolidation, Merger of Plan or
Transfer of Plan Assets. In the event of this Plan's

<PAGE>

merger or consolidation with, or transfer of assets or
liabilities to, any other plan, each Participant in the
Plan (if the Plan then terminates) shall be entitled to
receive a benefit immediately after such merger,
consolidation or transfer which is equal to or greater
than the benefit he would have been entitled to receive
immediately before the merger, consolidation or
transfer (if the Plan had then terminated).

15.04 Loans to Participants. No loans from the Plan to any
Participant shall be permitted.

15.05 Trustee as Agent. The Employer or anyone acting on its
behalf may at any time employ any Trustee hereunder in
its corporate (and not its fiduciary) capacity as agent
to perform any act or to keep any records in connection
with the Employer's administration of the Plan. Any
such agency relationship shall be established by a
separate written agreement between the Employer and the
Trustee and the existence of such arrangement shall not
affect its responsibilities or liabilities as Trustee
under this Agreement.

15.06 Performance of Acts. All parties affected by this
Plan, or claiming any interest hereunder, agree to
perform any and all acts and execute any and all
documents and papers which are necessary or desirable
for carrying out this Plan or any of its provisions.

15.07 Gender and Number. Wherever any words are used herein
in the masculine, they shall be construed as though
they were in the feminine in all cases where they could
so apply. Words in the singular shall be read and

<PAGE>

construed as though in the plural in all cases where
they would so apply.

15.08 Binding Effect. This Plan shall extend to, and be
binding upon the heirs, executors, administrators,
successors and assigns of any party affected thereby,
the Participants and their beneficiaries. This Plan
may be executed in any number of counterparts, each of
which shall be deemed an original hereof.

15.09 Governing Law. This Plan has been executed in the
State of New York and all questions pertaining to its
validity, construction and administration shall be
determined in accordance with the laws of New York or,
if applicable, the provisions of ERISA.

15.10 Invalidity of Part of Plan. In case any provision of
this Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect
the remaining parts of this Plan, but this Plan shall
be construed and enforced as if the illegal and invalid
provisions had never been inserted herein.

15.11 Headings. The headings in this Plan have been inserted
for convenience of reference only and are to be ignored
in construction of the provisions thereof.

15.12 Communication to Employees. Notice of the existence
and provisions of the Plan, together with any
amendments hereto shall be communicated by the Employer
to all of its affected Employees.

<PAGE>

15.13 Employment Rights. It is understood that the estab-
lishment of this Plan and any Trust which is a part of
this Plan gives no rights whatever to a Participant to
be retained in the employment or service of the
Employer, and all Participants shall remain subject to
discharge to the same extent as if this instrument had
never been executed. Nothing contained herein shall be
construed as a contract of employment.

15.14 Service of Process. In any action involving the Plan,
the Committee shall be the agent for service of process
upon the Plan.

15.15 Spendthrift Provision. The interest of a Participant
in any Trust Fund which is part of the Plan shall not
be subject to assignment or transfer or otherwise
alienable, either by voluntary or involuntary act of
such Participant or by operation of law, nor subject to
attachment, execution, garnishment, sequestration or
other seizure under any legal, equitable or other
process.

IN WITNESS WHEREOF, the undersigned has adopted
this Plan effective for all purposes as of September 15, 1989.

CURTICE BURNS FOODS, INC.

By:________________________

<PAGE>

EXHIBIT 10(M)

FIRST AMENDMENT
TO THE CURTICE BURNS FOODS
NON-QUALIFIED DEFERRED PROFIT SHARING PLAN

This Amendment is adopted by Curtice Burns Foods, Inc., a
corporation duly formed and existing under the laws of the State of New York
(the 'Employer').
WHEREAS, the Employer has adopted the Curtice Burns Foods Deferred
Profit Sharing Plan (the 'Plan'), and has reserved the right pursuant to the
provisions of the Plan to amend it at any time, and
WHEREAS, the Employer, based upon the determination of the Special
Committee of its Board of Directors appointed February 2, 1993, now wishes
to amend the Plan,
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 5.02 of the Plan is hereby amended to add the
following subsection (c) at the end thereof:
(c) Notwithstanding the provisions of
subsection (a), effective upon a change of
control, as defined in the Curtice Burns Foods
Key Executive Severance Plan, then for
purposes of the Plan Year in which such change
of control occurs and for the following two
Plan Years, a Participant shall be entitled to
an allocation of contributions under this Plan
regardless of whether the Participant is an
Employee of the Employer on the last day of
the Employer's fiscal year.

2. Section 13.01 of the Plan is hereby amended to add the
following paragraph at the end thereof:

Notwithstanding the foregoing,
effective upon a change of control, as defined
in the Curtice Burns Foods Key Executive
Severance Plan, then for purposes of the Plan
Year in which such change of control occurs
and for the two following Plan Years, the
Employer shall have no right to amend the
provisions of Section 5.02(c), as amended
herein, and provided further that if the
Employer amends the provisions of Section
5.02(c) and within one year of the date upon

<PAGE>

which such amendment becomes effective, a
change of control occurs, then the provisions
of such amendment shall be automatically
revoked without further action by the Employer
and the provisions of Section 5.02(c), as in
effect immediately prior to such amendment
shall thereupon be effective.

3. This Amendment shall be effective as of the date of signing
below.
IN WITNESS WHEREOF, this Amendment has been executed this
__ day of _____________ , 1993.

CURTICE BURNS FOODS, INC.

By:________________________
J. William Petty
President

<PAGE>

Exhibit 10(N)

AMENDMENT
TO THE ANNUAL INCENTIVE PLAN
FOR CURTICE BURNS FOODS MANAGERS

This Amendment is adopted by Curtice Burns Foods, Inc., a
corporation duly formed and existing under the laws of the State of New York
(the 'Employer').

WHEREAS, the Employer has adopted the Annual Incentive Plan for
Curtice Burns Foods Managers (the 'Plan'), and has reserved the right
pursuant to the provisions of the Plan to amend it at any time, and

WHEREAS, the Employer now wishes to amend this Plan.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Effective upon a Change of Control as defined in the Curtice
Burns Foods Key Executive Severance Plan, then for purposes
of the Fiscal Year in which such change of control occurs
and for the following two Fiscal Years, a Participant shall
be entitled to an allocation of contributions under this
plan regardless of whether the Participant is an Employee of
the Employer on September 15th following the last day of the
Employer's fiscal year.

2. Notwithstanding the foregoing, effective upon a Change of
Control as defined in the Curtice Burns Foods Key Executive
Severance Plan, then for purposes of the Fiscal Year in
which such change of control occurs and for the following
two Fiscal Years, the Employer shall have no right to amend
the provisions of Section 1 above as amended herein and
provided further that, if the Employer amends the provisions
of Section 1 and within one year of the date upon which such
amendment becomes effective, a change of control occurs,
then the provisions of such amendment shall be automatically
revoked without further action by the Employer and the
provisions of Section 1 above, as in effect immediately
prior to such amendment shall thereupon be effective.

3. This Amendment shall be effective as of the date of signing
below.

IN WITNESS WHEREOF, this Amendment has been executed on behalf of
Curtice Burns Foods, Inc.

CURTICE BURNS FOODS, INC.

Dated: _________________ By:________________________
J. William Petty
President

<PAGE>

Exhibit 10(O)

SECOND AMENDMENT
TO THE CURTICE-BURNS FOODS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Amendment is adopted by Curtice-Burns Foods, Inc., a New York
corporation (the 'Employer').

WHEREAS the Employer has adopted the Curtice-Burns Foods, Inc.
Supplemental Executive Retirement Plan (as amended by the First Amendment
thereto, the 'Plan'), and has reserved the right pursuant to the provisions
of the Plan to amend it at any time; and

WHEREAS the Employer now wishes to amend the Plan.

NOW, THEREFORE, the Plan is hereby amended in the following manner:

1. The following new sections shall be added to the Plan:

'Section 7.8. The Company shall pay, upon request and
documentation thereof, all reasonable legal fees and expenses
which any Participant may incur as a result of the Company or
any of its subsidiaries contesting the validity or
enforceability of any provision of this Plan or any claim by
such Participant under this Plan; provided, however, that the
Company shall be entitled to be reimbursed by such Participant
for such amount previously paid to such Participant if it is
finally judicially determined that such Participant's claims
under this Plan are frivolous.

Section 7.9. In the event of any dispute after the
occurrence of 'Change of Control' (as defined in the Key
Executive Severance Plan of the Company) between the Company and
any Participant with respect to such Participant's rights to any
payment under this Plan, the Company shall pay all disputed
amounts to such Participant and, if it is finally judicially
determined that such Participant was not entitled to all or a
portion of such disputed amounts, such Participant shall repay
to the Company the amount to which he or she was not entitled,
together with interest thereon at the weighted average interest
rate on the Company's outstanding borrowings.'

IN WITNESS WHEREOF, this Amendment having been approved by the
Committee, Curtice-Burns Foods, Inc., has duly executed this Amendment as
of September 19, 1994.

CURTICE-BURNS FOODS, INC.

By:________________________
Name:
Title:

Charles C. Brosius
___________________________
Chairman, Finance Committee

<PAGE>

Exhibit 10(P)

THIRD AMENDMENT
TO THE
CURTICE BURNS FOODS
KEY EXECUTIVE SEVERANCE PLAN

WHEREAS, the Curtice Burns Foods Key Executive Severance Plan (the
'Plan') was adopted on March 22, 1993, and was amended by the Board of
Directors on May 21, 1993, and June 29, 1993, and

WHEREAS, the Board of Directors, acting pursuant to its right to
amend the Plan, has adopted certain additional amendments to the Plan as
specified below.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. The introductory paragraph of Paragraph 3 of the Plan
pertaining to Group C Executives is hereby amended to read in its entirety
as follows:

'Group C Executives. In the event of (i) a Special
Termination (as hereinafter defined) of a Group C Executive's
employment with Curtice Burns (including its subsidiaries)
within two years after a Special Change of Control (as
hereinafter defined) or (ii) a Termination (as hereinafter
defined) of a Group C Executive's employment with Curtice Burns
(including its Subsidiaries) within two years after a Change of
Control, the Group C Executive shall receive the following
payments and benefits:'

2. For purposes of determining whether Patrick Lindenbach is
entitled to any benefits under Paragraph 3 of the Plan, he shall be deemed
to be a Group C Executive, and for purposes of determining the amount of
benefits Patrick Lindenbach is entitled to receive under Paragraph 3 of the
Plan, he shall be deemed a Group A Executive.

3. Paragraph 5(a) of the Plan is hereby amended to read in its
entirety as follows:

'(a) A 'Change of Control' shall be deemed to have taken
place if: (i) anyone other than Agway Inc. or any of its
affiliates ('Agway'), including a 'group' (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934 (the '1934
Act')) becomes the 'beneficial owner' (within the meaning of
Rule 13d-3 under the 1934 Act) of a majority of the Class B
shares of Curtice Burns or more than 30% of any other class of
stock of Curtice Burns entitled to elect a majority of the
Directors of Curtice Burns; or (ii) Curtice Burns is a party to
a merger, consolidation or other business combination in which
it is not the surviving corporation or sells or transfers all or
a major portion of its assets to any other person (any of the
foregoing, a 'Business Combination') unless both (A) the holders
of a majority of the Class A and Class B shares of Curtice Burns
immediately prior thereto shall hold at least a majority of the
shares of capital stock of the Successor Corporation (as
hereinafter defined) entitled to vote in the election of
directors of the Successor Corporation and (B) no person or

<PAGE>

'group' shall 'beneficially own' more than 30% of all shares of
capital stock of the Successor Corporation entitled to vote in
the election of directors of the Successor Corporation; or (iii)
as a result of, or in connection with, any cash tender or
exchange offer, purchase of stock, or Business Combination or
contested election, or any combination of the foregoing
transactions (a 'Transaction'), the persons who were directors
of Curtice Burns before the Transaction shall cease to
constitute a majority of the board of directors of Curtice Burns
or any Successor Corporation. 'Successor Corporation' means the
surviving, resulting or transferee corporation in a Business
Combination or, if such corporation is a direct or indirect
subsidiary of another corporation, the parent corporation of
such surviving, resulting or transferee corporation.
Notwithstanding the foregoing, no event, Business Combination or
Transaction described in clauses (i), (ii) or (iii) which
results from a proposal initiated by Curtice Burns management
shall be considered a Change of Control for purposes of this
Plan.'

4. Paragraph 5 of the Plan is amended to add three new
subparagraphs thereto as follows:

'(d) 'Special Termination' shall mean (i) termination by
Curtice Burns of the employment of the executive with Curtice
Burns including its Subsidiaries for any reason other than
death, disability or the executive's conviction for any felony
involving fraud, embezzlement or breach of trust, or (ii) the
resignation of the executive for any reason.'

'(e) 'Special Change of Control' shall mean a Change of
Control involving, directly or indirectly, Pro-Fac Cooperative,
Inc. or any subsidiary or affiliate of Pro-Fac Cooperative,
Inc.'

'(f) Unless the context otherwise requires, the term
'Curtice Burns' shall be deemed to include a Successor
Corporation in a Business Combination.'

5. Subsection (iii) of the definition of 'Cause' contained in
Paragraph 5(b) of the Plan is hereby amended in its entirety as follows:

'(iii) the executive's conviction for any felony involving
fraud, embezzlement or breach of trust.'

6. Paragraph 10 of the Plan is amended to read in its entirety as
follows:

'10. Duration. This Plan shall remain in effect until
February 2, 1995; provided, however, that in the event a Change of
Control or a Special Change of Control occurs prior to such date,
this Plan shall remain in effect for two years after the date of
such Change of Control or Special Change of Control.'

7. The following new paragraph is hereby added to the Plan:

'11. Legal Fees and Expenses. Curtice Burns shall pay, upon
request and documentation thereof, all reasonable legal fees and
expenses which any executive may incur as a result of Curtice Burns

<PAGE>

or any of its Subsidiaries contesting the validity or enforceability
of any provision of this Plan or any claim by such executive under
this Plan; provided, however, Curtice Burns shall be entitled to be
reimbursed by the executive for such amounts previously paid to the
executive if it is finally judicially determined that the
executive's claims under this Plan were frivolous.'

IN WITNESS WHEREOF this Third Amendment to the Plan has been
executed and shall become effective as of August 9, 1993.

CURTICE-BURNS FOODS, INC.

By:__________________________________________

<PAGE>

Exhibit 10(Q)

FOURTH AMENDMENT
TO THE CURTICE-BURNS FOODS, INC.
KEY EXECUTIVE SEVERANCE PLAN

WHEREAS the Curtice Burns Foods Key Executive Severance Plan was
adopted on March 22, 1993, and amended on May 21, 1993, June 29, 1993, and
August 9, 1993 (as so amended, the 'Plan'); and

WHEREAS the Board of Directors, acting pursuant to its right to
amend the Plan, has adopted certain additional amendments to the Plan as
specified below.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Paragraph (b) under the heading 'Group C Executives' in
Section 3 of the Plan is hereby amended to read in its entirety as follows:

'(b) If the Group C Executive attains age 62 prior to
Termination, the Group C Executive shall nevertheless be entitled
to the monthly payments provided in subparagraph (a) above for 12
months from Termination as salary continuance payments; provided,
however, that the monthly salary continuance payments to be received
by the Group C Executive after reaching age 62 shall be reduced by
the Group C Executive's earned income from other sources of
employment.'

2. The last sentence of Paragraph 5(a) of the Plan is hereby
amended to read in its entirety as follows:

'Notwithstanding the foregoing, (x) in no event shall a Business
Combination or Transaction described in clause (i), (ii) or (iii)
above which results from a proposal initiated by Curtice Burns
management be considered a Change of Control for purposes of this
Plan and (y) the grant by Agway of an option, proxy or tender
agreement over its Class B Shares, or any other agreement to support
an acquisition transaction, shall not constitute a Change of Control
if such agreement shall have been granted in conjunction with an
acquisition transaction that has been approved by the board of
directors of Curtice Burns and that, if implemented in accordance
with its terms, would constitute a Change of Control (provided that
any exercise of such an option shall constitute a Change of
Control).'

3. The following new paragraph is hereby added to the Plan:

'12. Disputed Payments. In the event of any dispute after a
Change of Control between Curtice Burns and any executive entitled
to participate in this Plan with respect to such executive's rights
to any payment under this Plan, Curtice Burns shall pay all disputed
amounts to such executive and, if it is finally judicially
determined that such executive was not entitled to all or a portion
of such disputed amounts, such executive shall repay to Curtice
Burns the amount to which he or she was not entitled, together with
interest thereon at the weighted average interest rate on Curtice
Burns' outstanding borrowings.'

<PAGE>

4. This amendment to the Plan shall take effect only to maximum
extent permitted by the Plan and applicable law.

IN WITNESS WHEREOF, this Fourth Amendment to the Plan has been
executed as of September 19, 1994.

CURTICE-BURNS FOODS, INC.

By:_______________________________________
Name:
Title:

Charles C. Brosius
___________________________
Chairman, Finance Committee

<PAGE>

EXHIBIT 10(R)

SIXTH AMENDMENT
TO THE
CURTICE BURNS FOODS MASTER SALARIED RETIREMENT PLAN

This Amendment is adopted by CURTICE BURNS FOODS, INC., a
corporation duly formed and existing under the laws of the State of New York
(sometimes referred to herein as the 'Employer').
W I T N E S S E T H :
WHEREAS, the Employer has adopted the CURTICE BURNS FOODS MASTER
SALARIED RETIREMENT PLAN (the 'Plan'), and has reserved the right pursuant
to the provisions thereof, to amend it at any time, and
WHEREAS, the Employer now wishes to amend said Plan.
NOW, THEREFORE, said Plan is hereby amended in the following manner:
1. Schedule 6.1(a)(2) of the Plan is hereby deleted.
2. Section 7.3 of the Plan is hereby amended to delete from the
last sentence thereof the last clause reading ', and as further reduced as
in Section 7.5 (Additional Reduction in Benefits for Spouses of Former
Participants).' and inserting a period after 'Section 7.3' in that last
sentence.
3. Section 7.4 of the Plan is hereby amended to delete from the
last sentence thereof the last clause reading', and as further reduced as
in Section 7.5' and inserting a period after 'Section 7.4' in that last
sentence.
4. Section 7.5 of the Plan is hereby deleted.
5. This Amendment shall be effective as of the date of signing
below.
IN WITNESS WHEREOF, the Amendment has been executed this
------------
day of , 1994.
-------------------

CURTICE BURNS FOODS, INC.

By:
--------------------------------

-53-

<PAGE>
Exhibit 10(S)

CURTICE BURNS FOODS
EXCESS BENEFIT RETIREMENT PLAN
PREAMBLE

The principal objective of the Curtice Burns Foods Excess Benefit Retirement
Plan is to ensure the payment of a competitive level of retirement income
in order to attract, retain and motivate selected employees. The plan is
designed to protect the benefit which certain employees would have accrued
under the Curtice Burns Foods Master Salaried Retirement Plan except for
changes in that plan's benefit accrual formula required in order to comply
with requirements of the Internal Revenue Code of 1986 and for the limit on
compensation as allowable under Section 401(a) (17) of the Internal Revenue
Code. This plan was effective first on January 1, 1992. The restatement
of the plan is effective March 24, 1994.

-54-
<PAGE>

-1-
SECTION I
DEFINITIONS

1.1 'Basic Plan' means the Curtice Burns Foods Master Salaried
Retirement Plan.

1.2 'Committee' means the Human Resources Committee of the Board of
Directors of the Company, which has been given authority by the
Board of Directors to administer this Plan.

1.3 'Company' means Curtice Burns Foods, Inc.

1.4 'Participant' means an employee of the Company having a benefit
under the Plan in accordance with Section III herein, with the
exception of participants in the Company's Supplemental Executive
Retirement Plan.

1.5 'Plan' means the Company's Excess Benefit Retirement Plan.

1.6 'Straight Life Annuity' means retirement income in the form of
monthly payments for life with no surviving spouse's benefit.

1.7 'Surviving Spouse Annuity' means retirement income in the form of
monthly payments for life, with 50% of the participant's benefit
payable in monthly payments to the surviving spouse, as defined in
the Basic Plan, for the rest of her life. Reductions, if any, to
the participants monthly benefit payment under this option are
determined in accordance with Section 5.5(a), Normal Form of
Payment, of the Basic Plan.

1.8 'Termination' means the termination of a participant's employment
with the Company.

1.9 The masculine gender, where appearing in the Plan, will be deemed
to include the feminine gender, and the singular may include plural,
unless the context clearly indicates the contrary.

SECTION II
ELIGIBILITY FOR BENEFITS

2.1 Each participant is eligible to receive a benefit under this Plan
effective as of the date the participant is eligible to receive a
benefit under the Basic Plan, in accordance with the terms of the
Basic Plan as now in effect or as hereafter amended. Such date is
referred to herein as the participant's actual retirement date.

-55-

<PAGE>

2.2 Anything herein to the contrary notwithstanding, if a participant
who is receiving, or may be entitled to receive, a benefit hereunder
engages in competition with the Company (without prior authorization
given by the Committee in writing) or is discharged for cause, or
performs acts of willful malfeasance or gross negligence in a matter
of material importance to the Company, payments thereafter payable
hereunder to such participant or such participant's surviving spouse
will, at the discretion of the Committee, be forfeited and the
Company will have no further obligation hereunder to such
participant or spouse. For purposes of this Section 2.2, the term
'discharged for cause' shall mean termination by
the Company as a result of (a) the conviction of the participant by
a court of competent jurisdiction of a crime which constitutes a
felony under any state or federal law, (b) an act by the participant
which in the opinion of the Board of Directors of the Company
constitutes a theft of the Company's property, or (c) the
insubordination, gross negligence or willful misconduct of the
participant (such finding having been initially made by the Board
of Directors of the Company). 'Competition with the Company' shall
occur if, before or after termination of employment, the
participant, directly or indirectly, comes to own, manage, operate,
control, be employed by or participate in the ownership, management,
operation or control of, or be connected in any other manner with,
any business which, in the judgment of the Board of Directors of the
Company, is in substantial competition with the Company (unless the
participant has first obtained the Board's prior written consent).

SECTION III

AMOUNT AND FORM OF RETIREMENT BENEFIT

3.1 The annual retirement benefit payable hereunder shall be determined
using the formulas under the Basic Plan and shall equal the excess,
if any, of (a) over (b).

(a) The participant's retirement benefit determined using the
benefit formulas and eligibility requirements in effect
immediately prior to the adoption of the Fourth Amendment to
the Basic Plan as annexed hereto as Exhibit A and
compensation defined as Basic Earnings excluding overtime
premium and bonuses received by the Company during the
calendar year without regard to the compensation limits
under Sections 401(a)(17) of the Internal Revenue Code.

(b) The participant's retirement benefit determined under the
greater of the Final Average Pay Formula or the Career
Average Benefit Formula in effect at the participant's
actual retirement date, as defined in the Basic Plan.

-56-
<PAGE>

For purposes of this section, the retirement benefit shall be
expressed as a Normal Form of Payment as defined in the Basic Plan,
determined on the first day of the calendar month coincident with
or next following the participant's actual retirement date,
regardless of the actual form of payment for such benefits.

3.2 The retirement benefit determined under this Plan shall be payable
as a Straight-Life Annuity or a Surviving Spouse Annuity and shall
commence on the date the participant's retirement benefits under the
Basic Plan commence, provided, however that the company may
accelerate payment of such benefits if the annual amount of the
annuity is $5,000 or less. If the single sum equivalent of the
participant's retirement benefit on the date of termination from the
company is less than $5,000, or if the single sum equivalent of the
surviving spouse's benefit as described in Section IV is less than
$5,000, such benefit shall be paid immediately upon termination or
death of the participant in the form of a single sum. The single sum
equivalent will be calculated using the same actuarial factors and
assumptions as used for the Basic Plan.

3.3 The annual benefit payable at an Early Retirement Date as defined
in the Basic Plan will be reduced using the same factors and
assumptions as used for the Basic Plan.

SECTION IV

DEATH BENEFITS PAYABLE

4.1 If a participant should die before commencing benefits hereunder,
the participant's surviving spouse shall receive a benefit
determined in accordance with Section III, as if the participant had
retired and commenced receiving a benefit on the first of the month
coincident with or next following the date of his death, and had
elected a Surviving Spouse Annuity.

SECTION V

DISABILITY BENEFITS PAYABLE

5.1 In the event the Committee determines that a participant has become
and remains totally disabled, the participant's actual retirement
date shall be the date upon which the participant commences to
receive benefits under the Basic Plan.

5.2 The annual disability benefit will equal the retirement benefit that
would be payable under Section III of this Plan, determined as of
the participant's actual retirement date.

-57-
<PAGE>

5.3 The Committee may require, no more frequently than once in any
calendar year, that a disabled participant submit medical evidence
of disability satisfactory to the Committee. The Committee will
have sole discretion to discontinue eligibility for a disability
benefit based on a consideration of such evidence or lack thereof.

SECTION VI

MISCELLANEOUS

6.1 The committee may, in its sole discretion, terminate, suspend or
amend this Plan at any time or from time to time, in whole or in
part. No termination, suspension, or amendment of the Plan will
affect a retired participant's right or the right of a surviving
spouse to continue to receive a benefit in accordance with this
Plan as in effect on the date such participant commenced to receive
a benefit under this Plan. In addition, no termination, suspension,
or amendment of the Plan will, without the affected participant's
consent, or the consent of such participant's surviving spouse,
reduce the benefit hereunder of a participant who has completed
five (5) years of service with the Company. The provisions of this
Section 7.1 shall be subordinate to the provisions of Section 2.2
concerning the forfeiture of benefits.

6.2 Nothing contained herein will confer upon any participant the right
to be retained in the service of the Company to discharge or
otherwise deal with participants without regard to the existence of
this Plan.

6.3 This Plan is unfunded, and the Company will make Plan benefit
payments solely on a current disbursement basis.

6.4 To the maximum extent permitted by law, no benefit under this Plan
shall be assignable or subject to any manner to alienation, sale,
transfer, claims of creditors, pledge, attachment or encumbrances
of any kind.

6.5 The Committee may adopt rules and regulations to assist it in the
administration of the Plan.

6.6 Each participant shall receive a copy of this Plan and the Committee
will make available for inspection by any participant a copy of the
rules and regulations used by the Committee in administering the
Plan.

6.7 This Plan is established under and will be construed according to
the laws of the State of New York.

-58-
<PAGE>

IN WITNESS WHEREOF, the foregoing Plan having been duly adopted by
the Board of Directors, Curtice-Burns Foods, Inc. has caused this instrument
to be executed in its name and its corporate seal to be affixed this
day of .
-----------------------

CURTICE-BURNS FOODS, INC.

By:
-----------------------------

ATTEST:
----------------------------------------

-59-

<PAGE>

Exhibit 21
Curtice-Burns Foods, Inc.
Subsidiaries of the Registrant

State of Incorporation
----------------------

Curtice Burns Export Corporation VI
Curtice Burns Express, Inc. NY
Finger Lakes Packaging Co., Inc. NY
Kennedy Endeavors, Inc. WA
Curtice Burns Meat Snacks, Inc. DE
Nalley's Canada Limited A1
Quality Snacks of Maryland, Inc.* MD
La Restaurante, Inc.* PA
Quality Snax, Inc.* PA
Snyder's Potato Chips, Inc.* PA
Seasonal Employers, Inc. NY
Husman Potato Chips, Inc. OH
Comstock Michigan Fruit Company of Canada Limited A6

*Inactive Corporations

<PAGE>
Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Forms S-8 (File Nos.
2-70115, 33-3404, 33-39110, 33-39111 and 33-61828) of Curtice Burns Foods,
Inc. of our report dated August 10, 1994, (except as to Note 3, which is as
of September 22, 1994) appearing on page 31 of the Curtice Burns Foods, Inc.
Annual Report on Form 10-K for the fiscal year ended June 25, 1994.

PRICE WATERHOUSE LLP
Rochester, New York
September 22, 1994

-60-

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