EXHIBIT 10(f)

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                                                                    CONFIDENTIAL

September 26, 2002

To:           D. J. Edinger

From:         D. P. Cardarelli

Re:           INCENTIVE

Dan,  please refer to the following  regarding the  components of your incentive
compensation  that may be  payable  in the event of  Agway's  "sale of  Telmark"
during  Agway's  fiscal year ending June 30, 2003.  This letter  supercedes  and
replaces  the  November  30, 2001 memo from Jerry Seeber to you and the July 19,
2002 memo from me to you.

              1.  If you  voluntarily  leave  Agway at the end of the closing of
                  any sale of Telmark  during the fiscal  year  ending  June 30,
                  2003,  whether  or  not  to  join  the  acquirer,  under  your
                  Executive  Incentive  Plan for Period  Beginning July 1, 2002,
                  you will be considered to have terminated employment for "good
                  reason."  Therefore,  you will be eligible for a payout of one
                  times your base  salary  and a payout of both your  annual and
                  multi-year  incentives at target, each, pro-rated  for time in
                  plan.

                  In addition,  Telmark will also provide a retention  incentive
                  ("stay pay") for you to stay as  President  of Telmark  during
                  the period  ending  September  30,  2003 (or  earlier  date if
                  employment is terminated for "good  reason") of $230,022.  You
                  will  receive 50% of the stay pay as of March 31, 2003 and the
                  remaining 50% as of September 30, 2003. In the event of a sale
                  of Telmark before September 30, 2003, you will receive 100% of
                  the stay pay, less any stay pay payments previously received.

              2.  In addition to any  payments  that may be made to you pursuant
                  to your  Executive  Incentive  Plan and for stay pay,  Telmark
                  will also provide an incentive for any sale of Telmark through
                  September 30, 2003.  This incentive is provided in recognition
                  of the added responsibilities you have assumed and will assume
                  to prepare for and complete a sale of Telmark.

                  This  component  will  provide  you  with  an  incentive/bonus
                  payment equal to the difference between (a) $985,000,  and (b)
                  the amount  payable to you  pursuant to  paragraph 1. In other
                  words, if the closing of a sale of Telmark occurs on or before
                  September 30, 2003,  and if you remain as President of Telmark
                  through the closing date,  you will receive a combined  amount
                  equal to $985,000, a portion of which will be paid pursuant to
                  your Executive Incentive Plan, a portion for stay pay, and the
                  balance of which will be paid as an incentive/bonus for a sale
                  of  Telmark.  This  payment  would be made  regardless  of the
                  actual sale price.
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                                      - 2 -

              3.  Your right to  the  incentive/bonus  payment  described above,
                  however, is subject to the following added conditions:

                  a.       No amount will be payable  pursuant to paragraph 2 if
                           the  closing  date of the  sale of  Telmark  does not
                           occur on or before September 30, 2003.

                  b.       No amount will be payable  pursuant to paragraph 2 if
                           you voluntarily  terminate your  employment  prior to
                           the  closing of a sale of Telmark or if you  continue
                           your  employment  with Agway  after the  closing of a
                           sale of Telmark.

                  c.       The amount payable pursuant to paragraphs 1 and 2  is
                           an obligation of Telmark LLC.

                  d.       This  letter  is not  intended  as a  duplication  of
                           amounts that would  otherwise be payable to you under
                           your Executive Incentive Plan. The provisions of your
                           Executive  Incentive  Plan shall  remain in force and
                           effect.

                  e.       In order to avoid the application of Internal Revenue
                           Code  Sections 280G and 4999 to any payments that may
                           be made to you,  in no event will you be  entitled to
                           payments   pursuant  to  this  memo,  your  Executive
                           Incentive Plan, or otherwise that would result in the
                           application  of  the  non-deduction  and  excise  tax
                           consequences   imposed  by  Internal   Revenue   Code
                           Sections  280G and 4999.  Payments to you pursuant to
                           this memo will be limited to the extent  necessary to
                           avoid any such application.

              4.  "Sale of Telmark" means a sale of Agway's  ownership  interest
                  in  Telmark,  a sale of  substantially  all of the  assets  of
                  Telmark or a transfer of substantially all of the employees of
                  Telmark to another party, such other party to be administering
                  substantially all of the assets of Telmark.

Dan,  as  evidence of receipt and  acceptance  of the  contents of this  letter,
please sign and return one copy of this letter. Thank you.



/s/Donald P. Cardarelli
--------------------------------
Donald P. Cardarelli
President and CEO
Agway Inc.



/s/Daniel J. Edinger                   Date:   September 26, 2002
---------------------------------            -----------------------------------
Daniel J. Edinger
President
Telmark LLC


/pf

cc:    S. H. Hoefer
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