EXHIBIT 10(m)

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                   TELMARK LLC SUPPLEMENTAL SEVERANCE PROGRAM


I.     PURPOSE.

       The  purpose of the  Telmark  LLC  Supplemental  Severance  Program  (the
"Program") is to assist certain key employees who are  involuntarily  terminated
in the  transition to finding other  employment and to retain such employees and
motivate them to enhance the value of Telmark LLC (the "Company").

II.    ADMINISTRATION.

       This Program is administered by the "EBPAC" (the "Committee"), made up of
at least four persons  appointed  by the Board of  Directors of Agway,  Inc.(the
"Board").  The  Committee  has authority to interpret and carry out the terms of
the Program, as well as to make final decisions about eligibility, benefits, and
the like.

III.   ELIGIBLE EMPLOYEES.

       The  employees  eligible  for  Program  participation  shall  be the  key
employees of the Company and its subsidiaries  approved for participation herein
by the Board and identified as such on Exhibit I hereto ("Eligible  Employees").
An Eligible  Employee shall only be entitled to a severance payment if (i) he or
she terminates  his or her  employment for "Good Reason" (as defined  herein) or
his  or  her  employment  with  the  Company  or  one  of  its  subsidiaries  is
involuntarily terminated other than for "Cause" (as defined herein) or at a time
when Cause existed and (ii) such termination of employment  follows a "Change in
Control" (as defined herein) of the Company. For purposes of this Program, "Good
Reason" means  termination of employment by the Eligible Employee acting in good
faith due to any of the  following  occurring  without the  Eligible  Employee's
prior  consent (i) any adverse  change in the Eligible  Employee's  title or any
change in his or her reporting  relationship,  (ii) any diminution in his or her
responsibility or authority or the assignment to the Eligible Employee of duties
which are inconsistent with responsibilities  normally performed by an executive
at such Eligible Employee's level in similar businesses, (iii) any diminution in
such Eligible Employee's compensation or benefits other than (a) a diminution in
such Eligible Employee's  compensation that is implemented in connection with an
across  the board  reduction  of  executive  salaries  of the  Company  or (b) a
modification  or elimination of any benefit plan that affects other employees of
the  Company or other  senior  executives  of the  Company  generally,  (iv) the
requirement that the Eligible Employee relocate outside of a 35-mile area of his
or her home as of the date this  Program is  adopted  by the  Board,  or (v) the
requirement  that  the  Eligible   Employee  sign  or  be  bound  by  a  written
noncompetition   agreement.   For  purposes  of  this  Program,   "Cause"  means
termination of an Eligible  Employee's  employment by the Company acting in good
faith due to such  Eligible  Employee's  (i) willful  gross  misconduct or gross
negligence  with  respect  to his or her  responsibilities,  including  but  not
limited to misappropriating any funds or property of the Company, committing any
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act  involving  fraud,  failing to perform in all  material  respects any duties
reasonably  required  in the course of his or her  employment  (other  than such
failure  resulting  from his or her incapacity due to illness) after the Company
has notified  such Eligible  Employee and such  Eligible  Employee has failed to
correct  such failure  within 10 days of such notice,  violating in any material
respect any written  policy of the Company or of his or her duty of loyalty owed
to the  Company,  or acting  in any way that is  materially  detrimental  to the
business  reputation of the Company,  (ii) conviction of, or a plea of guilty or
no contest to, a felony or crime of moral  turpitude,  or (iii) willful repeated
use of alcohol or drugs, or the Eligible Employee's untreated alcoholism or drug
abuse, in each case impairing his or her ability to perform his or her executive
responsibilities. The determination of Cause by the Committee shall be final and
binding on all  parties.  For  purposes of this Program a "Change in Control" of
the Company shall mean any of the following:  (i) A person or entity or group of
persons or entities independent of Agway, Inc., acting in concert,  shall become
the direct or indirect beneficial owner (within the meaning of Rule 13d-3 of the
Exchange Act of securities of the Company representing twenty-five percent (25%)
or more of the combined voting power of the issued and outstanding  common stock
of the Company;  or (ii) The majority of the Company's  Board of Directors is no
longer  comprised  of the  incumbent  directors  who  constitute  the  Board  of
Directors   on  the  date  of  the  adoption  of  this  Program  and  any  other
individual(s)  who  becomes a director  subsequent  to the date of this  Program
whose initial election or nomination for election as a director, as the case may
be, was  approved  by at least a majority of the  directors  who  comprised  the
incumbent  directors as of the date of such election or  nomination;  or (iii) A
sale or liquidation of all or substantially all of the assets of the Company; or
(iv) The  Board  shall  approve  any  merger,  consolidation,  or like  business
combination or  reorganization  of the Company,  the consummation of which would
result in the occurrence of any event  described in clause (ii) above,  and such
transaction  shall have been  consummated.  IV.  SEVERANCE  PAYOUT  AMOUNT.  The
severance pay award amount payable to an Eligible Employee shall be equal to the
product of the  Applicable  Percentage  (as set forth on Exhibit I hereto) times
the Eligible Employee's then current base salary, with such product reduced, but
not below  zero,  by all other  payments  paid or  payable by the  Company,  its
subsidiaries and benefit Programs in the nature of severance payments, including
without limitation, such payments made pursuant to any employment agreement, the
Agway, Inc.  Severance Program and the Employees'  Retirement  Program of Agway,
Inc.  The  severance  pay award  payable to an Eligible  Employee  shall also be
reduced by all applicable federal, state and local withholding.

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V.     RELEASE.

       Each  Eligible  Employee  shall,  as  a  condition  to  entitlement  to a
severance benefit under the Program, provide to the Company a Release,  executed
by the Eligible Employee, in the form set forth in Exhibit II to this Program.

VI.    FINANCING.

       All amounts due and benefits  provided under the Program shall constitute
general  obligations of the Company in accordance with the terms of the Program.
An Eligible  Employee shall have only an unsecured  right to payment thereof out
of the general assets of the Company

VII.   TERMINATION AND AMENDMENT OF THE PROGRAM

       This Program  shall become  effective as of the date it is adopted by the
Board and shall terminate without further Board action on December 31, 2004. The
Board shall have the power at any time, in its discretion, to amend, in whole or
in part,  or terminate  the Program  prior to December 31, 2004,  except that no
amendment or termination  shall impair or abridge the obligations of the Company
or a  subsidiary  or the  rights of the  Eligible  Employees  under the  Program
without their prior written consent.

VIII.  BENEFIT OF PROGRAM

       The Program  shall be binding  upon and shall inure to the benefit of the
Eligible Employee,  the Eligible Employee's  personal or legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees, and the Company, its subsidiaries and their respective Successors. The
term  "Successor"  shall mean any person,  firm,  corporation  or other business
entity that, at any time, whether by merger, acquisition or otherwise,  acquires
all or  substantially  all of the stock,  assets or business of the Company or a
subsidiary,  as the case may be. If the Eligible  Employees should die while any
amounts  would  still be  payable  to the  Eligible  Employee  hereunder  if the
Eligible  Employee had  continued to live,  all such amounts,  unless  otherwise
provided  herein,  shall be paid in accordance with the terms of this Program to
the Eligible  Employee's  devisee,  legatee or other designee or, if there be no
such designee, to the Eligible Employee's estate.

IX.    NON-ASSIGNABILITY

       Each  Eligible  Employee's  rights  under  this  Program  shall  be  non-
transferable  except  by will or by the laws of  descent  and  distribution  and
except  insofar  as  applicable  law  may  otherwise  require.  Subject  to  the
foregoing,  no  right,  benefit  or  interest  hereunder  shall  be  subject  to
anticipation,   alienation,  sale,  assignment,   encumbrance,  charge,  pledge,
hypothecation  or set-off in respect  of any claim,  debt or  obligation,  or to
execution,  attachment,  levy or similar process,  or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall,
to the full extent permitted by law, be null, void and of no effect.

X.     EFFECT OF OTHER PROGRAMS

       Except as otherwise expressly provided herein, (a) nothing in the Program
shall  affect the level of benefits  provided  to or  received  by any  Eligible
Employee (or the Eligible  Employee's  estate or  beneficiaries)  as part of any
employee benefit plan or program of the Company, its parent or any affiliate and
(b) the  Program  shall  not be  construed  to  affect  in any  way an  Eligible
Employee's rights and obligations under any other plan or program  maintained by

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the  Company,  its parent or any  affiliate  on behalf of employees or any other
contract  between the Company or a  subsidiary  and the Eligible  Employee.  The
Eligible  Employee  shall not be required to mitigate  the amount of any payment
under the  Program by seeking  employment  or  otherwise,  and there shall be no
right of setoff or  counterclaim,  in respect of any claim,  debt or obligation,
against  any  payments  to  the  Eligible  Employee,   the  Eligible  Employee's
dependents, beneficiaries or estate provided for in the Program.

XI.    TERMINATION OF  EMPLOYMENT

       Nothing in the Program shall be deemed to entitle an Eligible Employee to
continued  employment  with the Company or a  subsidiary,  and the rights of the
Company or a subsidiary to terminate the  employment of an Eligible  Employee in
any lawful  manner  shall  continue as fully as though this  Program were not in
effect.

XII.   SEVERABILITY

       In the event  that any  provision  or  portion  of the  Program  shall be
determined  to be  invalid  or  unenforceable  for  any  reason,  the  remaining
provisions  and portions of the Program  shall be  unaffected  thereby and shall
remain in full force and effect to the fullest extent permitted by law.

XIII.  GOVERNING LAW

       All questions  pertaining to the construction,  regulation,  validity and
effect of the  provisions of the Program shall be determined in accordance  with
the laws of the State of New York.

XIV.   CLAIMS PROCEDURE

       The  Committee  has  delegated  the initial  determination  of claims for
severance benefits to the applicable unit Human Resources office. If a claim for
severance  benefits  is denied  in whole or in part,  the unit  Human  Resources
office shall notify the Eligible Employee of its determination in writing within
90 days after receiving the claim. This written  determination  will include the
reasons for the decision in layperson's terms,  specific references to pertinent
Program  provisions,  a description of any information or material  necessary to
perfect the claim, and a description of the review  procedures  described below.
The period for making the  determination may be extended for up to an additional
90 days,  if  necessary,  provided  the  Eligible  Employee  is  notified of the
extension within the initial 90-day period.

       If an Eligible Employee's claim is denied, he or she may request a review
of the denial by the  Committee.  Such request must be made in writing within 60
days after the Eligible Employee receives the denial, and should be submitted to
the  Committee.  Such request  should be  accompanied by documents or records in
support of the appeal. The Eligible Employee or his or her representative  shall
have a  reasonable  opportunity  to submit  issues and  comments  in writing and
review pertinent documents.

       The Committee shall render its final decision,  with specific  reasons in
writing, and send the decision to the Eligible Employee within 60 days of his or
her request for review. If necessary,  the period for making the decision may be

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extended for up to an  additional 60 days,  provided the Committee  notifies the
Eligible Employee of the extension within the initial 60-day period.

XV.    ERISA AND PARTICIPANT RIGHTS

       The Program is a welfare  benefit  plan  subject to the federal  Employee
Retirement  Income  Security  Act of 1974,  as amended  ("ERISA").  Under ERISA,
Eligible  Employees  under the  Program  are  entitled  to  certain  rights  and
protections.  ERISA provides that all Eligible Employees under the Program shall
be entitled to:

       (a)  Examine,  without  charge,  at the  Company's  offices  and at other
specified locations, such as work sites, all Program documents, including copies
of all documents filed by the Program with the U.S. Department of Labor.


       (b) Obtain copies of Program documents and other Program information upon
written request to the Committee. The Committee may make a reasonable charge for
the copies.

       In additional to creating rights for Program participants,  ERISA imposes
duties upon the people who are responsible for the operation of the Program. The
people who operate the Program, called "fiduciaries" of the Program, have a duty
to do so  prudently  and in the  interest of all Program  participants.  No one,
including the Company or any other person, may discriminate  against an Eligible
Employee  in any way to prevent him or her from  obtaining a Program  benefit or
exercising his or her rights under ERISA. If an Eligible  Employee's claim for a
Program  benefit is denied in whole or in part, he or she must receive a written
explanation of the reason for the denial.  An Eligible Employee has the right to
have the Committee review and reconsider a denied claim.  Under ERISA, there are
steps an Eligible  Employee can take to enforce the above rights.  For instance,
if an Eligible  Employee  requests  materials  from the  Committee  and does not
receive them within 30 days, he or she may file suit in a federal court. In such
a case,  the Court may require the Committee to provide the materials and pay up
to $110 a day until the Eligible  Employee  receives the  materials,  unless the
materials  were not sent because of reasons beyond the control of the Committee.
If an Eligible Employee has a claim for benefits which is denied or ignored,  in
whole or in part,  he or she may file suit in a state or  federal  court.  If it
should  happen  that  Program  fiduciaries  misuse the  Program's  money,  or an
Eligible  Employee is discriminated  against for asserting his or her rights, he
or she may seek assistance from the U.S. Department of Labor or may file suit in
a federal  court.  The court will  decide  who should pay court  costs and legal
fees.  If the Eligible  Employee is  successful,  the court may order the person
sued by the  Eligible  Employee  to pay these  costs and fees.  If the  Eligible
Employee loses,  the court may order him or her to pay these costs and fees, for
example, if it finds his or her claim is frivolous.  If an Eligible Employee has
questions about the Program, he or she should contact the Program Administrator.
If an Eligible  Employee has questions  about this statement or about his or her
rights under ERISA, he or she should contact the nearest area Office of the U.S.
Labor-Management Services Administration, Department of Labor.

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GENERAL INFORMATION ABOUT THE PROGRAM

Program sponsor               Agway, Inc.
                              P.O. Box 4933
                              Syracuse, NY  13221

                              Telephone:  (315) 449-2230

                              Federal Employer Identification No.:  15-0277720

Program Number:               ____

Program Administrator:        Employee Benefit Programs Administration Committee
                              ("EBPAC")

                              P.O. Box 4933
                              Syracuse, NY 13221

                              Telephone:  (315) 449-6412

Agent for Service of
  Legal Process:              General Counsel
                              Legal Department
                              Agway, Inc.
                              333 Butternut Drive
                              DeWitt, NY 13214

Service of legal process also may be made upon the Program Administrator

Program Year End:             June 30


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