EXHIBIT 10(k)

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                         TELMARK LLC RETENTION AGREEMENT



This Telmark LLC Retention  Agreement  for Dick Kalin  replaces a memo dated May
29, 2002 on the same subject.

Telmark  wishes to recognize  your  additional  efforts  during the period up to
September 30, 2003 by the payment of $122,500 (the "retention amount")

You are eligible to receive 50% of the retention amount as of March 31, 2003 and
the remaining 50% as of September 30, 2003.

In the event of a sale of  Telmark on or before  September  30,  2003,  you will
receive  100% of the  retention  amount,  less  any  retention  amount  payments
previously received, if you are employed on the date of such sale.

Payments will be made in cash and paid from Telmark  earnings  within 30 days of
these dates.

In the event your employment  terminates  other than for performance  reasons or
voluntary  resignation,  you will  receive a pro-rata  payment  calculated  from
October 1, 2002 to the date employment terminates.

This retention amount is subject to your having complied with a  Confidentiality
Agreement  previously  executed by you and  remaining  as an employee of Telmark
through the first payment date, the second payment date or a sale of Telmark.

The retention amount payable is an obligation of Telmark LLC.

A "sale of Telmark"  means a sale of Agway's  ownership  interest in Telmark,  a
sale of all or  substantially  all of the assets of  Telmark  or a  transfer  of
substantially all the employees of Telmark to another party, such other party to
be administering substantially all of the assets of Telmark.
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For your FY 03 Variable Pay Plan, a minimum  vested amount will be calculated as
of the  date  of a sale of  Telmark.  This  amount  will  be  determined  by the
President,   in  the  President's  sole  discretion,   based  on  financial  and
operational  results and the timing of a sale of  Telmark.  Any draw of variable
pay for FY 03 will be  deducted  from  the  minimum  vested  amount  to be paid.
Payment will be made within 30 days after the date of a sale of Telmark. If your
employment  terminates between the sale date and June 30, 2003, you will receive
only this minimum vested amount;  you will not receive any further  payment from
Telmark based on your FY 03 Variable Pay Plan.  If employment  continues to June
30, 2003, you will receive the payment  calculated under your FY 03 Variable Pay
Plan, as determined  by the President in his sole  discretion,  less the minimum
vested amount previously paid.

You are eligible for any severance benefits under the existing Agway plan.

Should your employment be terminated by Telmark as a result of a sale of Telmark
and you are not offered employment with Telmark under its new ownership, you may
elect to continue health insurance coverage for up to an additional three months
after the normal cancellation date at active employee  contribution rates. After
that you will be eligible for COBRA benefits.

Should your employment be terminated by Telmark as a result of a sale of Telmark
and you are not offered  employment  with Telmark under its new  ownership,  you
will  receive  for six  months  following  termination  executive  level  career
transition  assistance  services by a firm selected by the employee and paid for
by Telmark.


TELMARK LLC

By /s/Daniel J. Edinger
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President

Date: September 26, 2002