EXHIBIT 10(am)
<PAGE>


              THIRD AMENDMENT AND WAIVER TO SENIOR SECURED, SUPER-
                 PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

                  THIRD  AMENDMENT  AND  WAIVER,  dated as of May 19, 2003 (this
"Amendment"), to the DIP Credit Agreement referred to below among AGWAY, INC., a
 ---------
Delaware  corporation,  FEED COMMODITIES  INTERNATIONAL  LLC, a Delaware limited
liability company, BRUBAKER AGRONOMIC CONSULTING SERVICE LLC, a Delaware limited
liability company,  AGWAY GENERAL AGENCY, INC., a New York corporation,  COUNTRY
BEST ADAMS, LLC, a Delaware limited liability company, COUNTRY BEST-DEBERRY LLC,
a Delaware  limited  liability  company,  AGWAY ENERGY  PRODUCTS LLC, a Delaware
limited  liability  company,   AGWAY  ENERGY   SERVICES-PA,   INC.,  a  Delaware
corporation,  and AGWAY  ENERGY  SERVICES,  INC.,  a  Delaware  corporation,  as
Borrowers  (collectively,  the "Borrowers"),  THE OTHER CREDIT PARTIES SIGNATORY
THERETO (the "Credit Parties"),  the lenders signatory thereto from time to time
(the "Lenders"),  and GENERAL ELECTRIC CAPITAL  CORPORATION,  as Agent ("Agent")
and as a Lender.

                               W I T N E S S E T H
                               -------------------

                  WHEREAS,  Borrowers, the Credit Parties, the Lenders and Agent
are parties to that certain Senior Secured, Super-Priority  Debtor-in-Possession
Credit Agreement,  dated as of October 4, 2002 (including all annexes,  exhibits
and schedules thereto,  and as amended,  supplemented or otherwise modified from
time to time, the "DIP Credit Agreement"); and
                   --------------------

                  WHEREAS,  the Agent and  Lenders  have agreed to amend the DIP
Credit Agreement and to waive certain violations of the DIP Credit Agreement, in
the manner, and on the terms and conditions, provided for herein;

           NOW THEREFORE,  in  consideration of  the premises and for other good
and valuable consideration,  the receipt, adequacy and sufficiency of which  are
hereby acknowledged, the parties hereto agree as follows:

          1.  Definitions.  Capitalized terms not otherwise defined herein shall
              -----------
have  the  meanings  ascribed  to them in the DIP  Credit  Agreement  or Annex A
thereto.

          2.  Waiver.  Agent  and  Lenders  hereby  waive,  as of the  Amendment
              ------
Effective  Date (as defined  below),  all Events of Default  arising solely from
Borrowers failure to comply with the Financial  Covenants  referenced in Section
6.10 of the DIP Credit  Agreement  and set forth in Annex G, clause (b) (Minimum
EBITDA  (Agway  Operations))  thereof for the Fiscal Months ended March 31, 2003
and April 30, 2003.

<PAGE>


          3. Amendment. Annex A of the DIP Credit Agreement is hereby amended as
             ---------  -------
of the Amendment Effective Date (as defined below) by amending and restating the
definition  from  Annex A of the DIP  Credit  Agreement  set forth  below in its
                  -------
entirety to read as set forth below:

          ""EBITDA"  means,  with  respect  to any Person for any fiscal period,
without  duplication,  an amount  equal to (a)  consolidated  net income of such
Person for such period  determined in accordance with GAAP, minus (b) the sum of
(i) income tax credits,  (ii)  interest  income,  (iii) gain from  extraordinary
items for such period,  (iv) any  aggregate  net gain (but not any aggregate net
loss) during such period arising from the sale, exchange or other disposition of
capital assets by such Person  (including any fixed assets,  whether tangible or
intangible,  all inventory  sold in  conjunction  with the  disposition of fixed
assets and all securities),  and (v) any other non-cash gains (including pension
income) that have been added in  determining  consolidated  net income,  in each
case to the extent  included in the  calculation of  consolidated  net income of
such Person for such period in accordance  with GAAP,  but without  duplication,
plus (c) for any period ending on or before March 31, 2003, up to $53,000,000 of
non-cash  charges  solely  for  purposes  of  calculating  compliance  with  the
financial  covenants  set forth in Section  6.10 and Annex G, and (d) the sum of
                                            ----     -------
(i) any  provision  for income taxes,  (ii)  Interest  Expense,  (iii) loss from
extraordinary  items  for such  period,  (iv) the  amount  of  depreciation  and
amortization for such period, (v) amortized debt discount for such period,  (vi)
the  amount of any  deduction  to  consolidated  net income as the result of any
grant to any members of the management of such Person of any Stock, in each case
to the extent  included in the  calculation of  consolidated  net income of such
Person for such period in  accordance  with GAAP,  but without  duplication  and
(vii)  Restructuring  Charges for such period.  For purposes of this definition,
the following items shall be excluded in determining  consolidated net income of
a Person:  (1) the income (or deficit) of any other Person  accrued prior to the
date it became a Subsidiary of, or was merged or consolidated  into, such Person
or any of such Person's  Subsidiaries;  (2) the income (or deficit) of any other
Person (other than a Subsidiary) in which such Person has an ownership interest,
except to the extent any such income has actually  been  received by such Person
in the form of cash dividends or distributions;  (3) the undistributed  earnings
of any  Subsidiary of such Person to the extent that the  declaration or payment
of  dividends or similar  distributions  by such  Subsidiary  is not at the time
permitted  by the terms of any  contractual  obligation  or  requirement  of law
applicable to such Subsidiary;  (4) any restoration to income of any contingency
reserve,  except to the extent that  provision  for such reserve was made out of
income  accrued during such period;  (5) any write-up of any asset;  (6) any net
gain from the collection of the proceeds of life insurance policies; (7) any net
gain arising from the  acquisition  of any  securities,  or the  extinguishment,
under GAAP, of any Indebtedness,  of such Person, (8) in the case of a successor
to such Person by consolidation or merger or as a transferee of its assets,  any
earnings of such successor  prior to such  consolidation,  merger or transfer of
assets,  and (9) any deferred  credit  representing  the excess of equity in any
<PAGE>

Subsidiary of such Person at the date of acquisition of such Subsidiary over the
cost to such Person of the investment in such Subsidiary."

        4.  Representations and Warranties. To induce Agent and Lenders to enter
            ------------------------------
into this Amendment, Borrowers hereby represent and warrant that:

                (a) The execution, delivery and performance by Borrowers of this
Amendment (i) are within Borrowers'  respective  corporate powers, (ii) has been
duly authorized by all necessary corporate and shareholder action,  (iii) is not
in  contravention  of any  provision  of any  Borrower's  charter  or  bylaws or
equivalent   organizational   documents,  (iv)  does  not  violate  any  law  or
regulation,  or any order or decree of any court or Governmental Authority,  (v)
does not conflict with or result in the breach or termination  of,  constitute a
default  under or  accelerate  or permit  the  acceleration  of any  performance
required by, any indenture,  mortgage,  deed of trust, lease, agreement or other
instrument  to which any  Borrower is a party or by which any Borrower or any of
its property is bound;  and (vi) does not require the consent or approval of any
Governmental Authority or any other Person.

                (b) This  Amendment  has been duly  executed  and  delivered  by
or on behalf of Borrowers.

                (c) This  Amendment  constitutes  a  legal,  valid  and  binding
obligation of Borrowers, enforceable against each of them in accordance with its
terms.

                (d) No Default  has  occurred  and is  continuing  after  giving
effect to this Amendment.

                (e) No action, claim or  proceeding  is now  pending  or, to the
knowledge  of  Borrowers,  threatened  against  Borrowers,  at law, in equity or
otherwise, before any court, board, commission, agency or instrumentality of any
federal,  state, or local government or of any agency or subdivision thereof, or
before any  arbitrator  or panel of  arbitrators,  which  challenges  Borrowers'
right,  power,  or  competence  to enter into this  Amendment  or, to the extent
applicable,  perform  any of their  obligations  under this  Amendment,  the DIP
Credit Agreement or any other Loan Document,  or the validity or  enforceability
of this  Amendment,  the DIP Credit  Agreement or any other Loan  Document or an
action taken under this  Amendment,  the DIP Credit  Agreement or any other Loan
Document or except for items on Disclosure Schedule (3.13) or notifications sent
                                -------------------------
to Agent since the Closing Date,  which if determined  adversely,  is reasonably
likely to have or result in a Material  Adverse  Effect after  giving  effect to
this Amendment.  Except for items on Disclosure Schedule (3.13) or notifications
                                     -------------------------
sent to Agent since the Closing Date, to the knowledge of Borrowers,  there does
not  exist a state of facts  which is  reasonably  likely  to give  rise to such
proceedings.

                (f)  The   representations  and   warranties  of  the  Borrowers
contained in the DIP Credit Agreement and each other Loan Document shall be true

<PAGE>

and correct on and as of the Amendment  Effective Date (as hereinafter  defined)
with the same effect as if such  representations and warranties had been made on
and as of such date,  except that any such  representation  or warranty which is
expressly made only as of a specified date need be true only as of such date.

        5.  No Other Amendments/Waivers.  Except  as  expressly provided herein,
            ---------------------------
(i) the DIP Credit  Agreement  shall be unmodified  and shall  continue to be in
full force and effect in accordance with its terms and (ii) this Amendment shall
not be deemed a waiver of any term or condition  of any Loan  Document and shall
not be deemed to prejudice any right or rights which the Agent or any Lender may
now have or may have in the future under or in connection with any Loan Document
or any of the instruments or agreements  referred to therein, as the same may be
amended from time to time.

        6.  Outstanding Indebtedness; Waiver of Claims. Each  of  Borrowers  and
            ------------------------------------------
other Credit Parties hereby acknowledges and agrees that as of May 19, 2003, the
aggregate  outstanding  principal amount of the Revolving Loan is $30,740,739.08
and that such principal  amount is payable  pursuant to the DIP Credit Agreement
without defense, offset, withholding, counterclaim or deduction of any kind.

        7.  Expenses.  Borrowers hereby reconfirm their obligations  pursuant to
            --------
Sections 1.9 and 11.3 of the DIP Credit Agreement to pay and reimburse Agent and
------------     ----
the  Lenders  for  all  reasonable  costs  and  expenses   (including,   without
limitation,  reasonable  fees  of  counsel)  incurred  in  connection  with  the
negotiation, preparation, execution and delivery of this Amendment and all other
documents and instruments delivered in connection herewith.

        8.  Effectiveness.  This  Amendment shall become effective as of May 19,
            -------------
2003 (the  "Amendment  Effective  Date") only upon  satisfaction  in full in the
judgment of Agent of each of the following conditions:

                (a)  Amendment.  Agent  shall  have  received  six (6)  original
                     ---------
copies of this  Amendment  duly executed and  delivered by Agent,  the Requisite
Lenders and Borrowers.

                (b) Payment of Expenses.  Borrowers shall have paid to Agent all
                    -------------------
costs,  fees and expenses  invoiced and owing in connection  with this Amendment
and the other Loan Documents and due to Agent  (including,  without  limitation,
reasonable legal fees and expenses).

                (c)  Representations  and  Warranties.  The  representations and
                     --------------------------------
warranties of or on behalf of the Borrowers in this Amendment  shall be true and
correct on and as of the Amendment Effective Date.
<PAGE>


        9.  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND  INTERPRETED
            -------------
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

        10.  Counterparts.  This Amendment may be executed by the parties hereto
             ------------
on any  number  of  separate  counterparts  and all of said  counterparts  taken
together shall be deemed to constitute one and the same instrument.

                            (SIGNATURE PAGE FOLLOWS)



<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly  executed and  delivered as of the day and year first above
written.

                          BORROWERS


                          AGWAY, INC.
                          FEED COMMODITIES INTERNATIONAL LLC
                          BRUBAKER AGRONOMIC CONSULTING SERVICE LLC
                          COUNTRY BEST-DEBERRY LLC
                          AGWAY ENERGY PRODUCTS LLC
                          AGWAY ENERGY SERVICES-PA, INC.
                          AGWAY ENERGY SERVICES, INC.
                          COUNTRY BEST ADAMS, LLC
                          AGWAY GENERAL AGENCY, INC.


                          By:       /s/ KAREN J. OHLIGER
                                    ---------------------------
                          Name:         Karen J. Ohliger
                                    ---------------------------
                          Title:        Treasurer
                                    ---------------------------



<PAGE>



                          LENDERS

                          COBANK, ACB


                          By:     /s/ KENNETH E. HIDE
                                  -----------------------------
                          Name:       Kenneth E. Hide
                                  -----------------------------
                          Title:      Vice President
                                  -----------------------------


                          COOPERATIEVE CENTRALE
                          RAIFFEISEN-BOERENLEENBANK
                          B.A., "Rabobank Nederland" New York Branch


                          By:
                                  -----------------------------
                          Name:
                                  -----------------------------
                          Title:
                                  -----------------------------


                          GMAC BUSINESS CREDIT, LLC


                          By:
                                  -----------------------------
                          Name:
                                  -----------------------------
                          Title:
                                  -----------------------------


                          GENERAL ELECTRIC CAPITAL
                          CORPORATION, as Agent and Lender


                          By:    /s/ PIETER SMIT
                                 ------------------------------
                          Name:      Pieter Smit
                                 ------------------------------
                          Title:  Its Duty Authorized Signatory


<PAGE>
                                 EXHIBIT 10(an)
<PAGE>


                                  AGWAY (LOGO)
             AGWAY INC. PO BOX 4933, SYRACUSE, NEW YORK 13221-4933

March 7, 2003


Donald P. Cardarelli
President and Chief Executive Officer
Agway, Inc.
P.O. Box 4933 Syracuse, New York 13221-4933


Dear Don:

This  letter  confirms  the  terms of your termination of employment from Agway,
Inc. ("Agway").
       -----

1.       Your employment with Agway and each of its subsidiaries shall terminate
         effective  April  18,  2003  (the  "Termination  Date").  In  addition,
         effective  April 1, 2003,  you shall resign (i) from  Agway's  board of
         directors   and  from  the  board  of   directors  of  any  of  Agway's
         subsidiaries  on which you serve,  and (ii) your position as an officer
         of Agway and as an officer of any of its subsidiaries.

2.       On the  Termination  Date,  Agway shall make a lump sum cash payment to
         you in the amount of $1,026,740, less all applicable withholdings. Such
         severance  payment  shall  be in full  satisfaction  of any  rights  to
         severance  pay to which you may be  entitled,  and you have agreed that
         you  shall not have any claim for  severance  pay in  addition  to such
         payment.  However,  you shall be  entitled  to receive  payment of your
         accrued and unpaid  base salary  through  the  Termination  Date,  less
         applicable withholdings.

3.       During the one (1) year period  following the Termination  Date,  Agway
         will permit you and your eligible  dependents to continue your coverage
         under its  medical  plan at active  employee  rates (as such  rates may
         change),  provided you pay the required  contributions.  Following  the
         expiration of such medical coverage,  you and your eligible  dependents
         will be eligible for COBRA continuation coverage.

4.       In connection with your  termination of employment,  Agway will provide
         you with executive  level career  transition  assistance  services by a
         firm selected by you at a cost to Agway not to exceed $25,000.

<PAGE>

5.       Agway  has  determined  that you shall not be  entitled  to any  annual
         incentive  for Agway's 2003 fiscal year or to any  long-term  incentive
         payment,  and you have  agreed to waive any  claims you might have with
         respect to any such payments.

We thank you for your  service  to Agway and wish you the best of success in the
future.


Sincerely,



/s/ GARY K. VAN SLYKE
---------------------
Gary K. Van Slyke
Chairman of the Board
Agway, Inc.



ACCEPTED  AND AGREED this
7th day of March 2003:



/s/ DONALD P. CARDARELLI
------------------------
Donald P. Cardarelli

<PAGE>

                                 EXHIBIT 10(ao)

<PAGE>


                                  AGWAY (LOGO)
             AGWAY INC. PO BOX 4933, SYRACUSE, NEW YORK 13221-4933


March 7, 2003



Michael R. Hopsicker
5248 Owera Point Drive
Cazenovia, NY  13035

Dear Mike:

As  you  know,  over  the  past  several  months  we  have  been  in  continuous
negotiations  with the Unsecured  Creditors  Committee (UCC) with respect to the
Company's management  incentive programs as well as other employee  compensation
and  benefit  related  programs.  Recently,  the  Company  and the  UCC  reached
agreement on modifications to these programs,  which represent  compromises from
both sides. Today, we are filing a Motion with the U.S. Bankruptcy Court for the
Northern  District of New York to request the Court's  approval of the  proposed
Agway/Committee agreement ("Agreement"). The Court hearing date to consider that
Motion is expected to be March 25, 2003.

The proposed  modifications  that pertain to your incentive and benefit programs
are summarized  below.  Additional  details can be found in the enclosed  Motion
under the section titled: "Proposed Modification of the Compensation Programs."

   1. With  respect  to  your  current  (FY  2003) annual  incentive  plan,  the
      Agreement  provides  that  all  of  the  provisions of your plan remain in
      place except for the following modifications:

      -  The Company must achieve a target EBITDAR of at least $26.1 million  in
         order for  payments to be made to you under your plan.
      -  If a business unit or  the  Company  exceeds  its  target EBITDAR by $2
         million, affected eligible employees may be paid additional incentives.
         However, the aggregate incentive  payments to all  eligible  management
         employees are capped at $5 million.
      -  The change in control feature of your incentive plan  (i.e.,  paragraph
         4.c. in your "Incentive  Plan for Period  July 1, 2002 - June 30, 2003"
         dated September  4, 2002,  as  amended  September  16,  2002) has  been
         eliminated.
      -  The long-term incentive  payment (LTIP) feature of  your incentive plan
         has been eliminated.

   2. For fiscal year 2004, the Agreement provides that:
      -  The  Company  target  EBITDAR  would  be  no  lower  than  fiscal  2003
         (provided that all  of  the  business  units  remain unchanged) and the
         maximum  incentive  payout  to  all  eligible employees would be capped
         at $5 million.
      -  A guaranteed  minimum  payment would be made to  you  at the earlier of
         confirmation of a  plan of  reorganization  or  if  you  are terminated
         without  cause  in  conjunction  with  a  sale of a business unit. That
         guaranteed minimum payment  amount  will  be determined at a later date
         and communicated to you.


<PAGE>



     Michael R. Hopsicker
     Page 2
     March 7, 2003


   3.    Your separation  compensation and ARB severance remains in place and it
         is intended under the Agreement that severance payments will be made in
         full as provided for under our  severance  programs and your  incentive
         plan.  However,  the  Agreement  also provides that the total amount of
         severance  that the Company can pay to eligible key employees is capped
         at $6.4  million,  which  amount can be  revisited  with the UCC or the
         Court if it is determined to be insufficient.  We do believe,  however,
         that the capped amount will be sufficient to address  potential  future
         severance costs for this group.

   4.    The Agreement also modifies the Company's  vacation policy with respect
         to eligible  employees who leave Agway in calendar year 2003. For those
         employees,  any  remaining  unused  vacation due for calendar year 2003
                                     ------
         (which was  accrued in 2002)  will be treated as  follows:  25% will be
         paid  in  cash  upon  termination  and  the  remaining  75%  will  be a
         pre-petition unsecured claim against Agway.

Should you have any  questions  about the proposed  Agreement or your  benefits,
please feel free to contact Eric  Biegler at  449-6138.  We will let you know as
soon as the Court decides on our Motion.

Sincerely,


/s/ GARY K. VAN SLYKE
---------------------
Gary K. Van Slyke
Chairman of the Board

Enclosure

<PAGE>
                                 EXHIBIT 10(ap)
<PAGE>
                                  AGWAY (LOGO)
             AGWAY INC., PO BOX 4933 SYRACUSE, NEW YORK 13221-4933


May 16, 2003


Michael R. Hopsicker
5248 Owera Point Drive
Cazenovia, NY  13035

Dear Mike:

Last Friday,  the U.S.  Bankruptcy  Court for the Northern  District of New York
approved  modifications  to Agway's  employee  compensation and benefit programs
substantially  as set forth in the  Motion the  Company  filed with the Court on
March 7, 2003. The only additional  modification  was a change  requested by the
United States  Trustee,  whose office  administers all Chapter 11 cases filed in
this district.  That request,  which was agreed to by the Official  Committee of
Unsecured Creditors and Agway, affects the timing, but not the amount, of fiscal
2003 incentive payments as described below.

The modifications to your incentive and benefit program,  which are now approved
by the  Court,  were  summarized  in my March 7th letter to you.  The  following
provides some additional  information  with respect to your fiscal 2003 and 2004
incentive plans:

Fiscal 2003 Incentive Plan
--------------------------
     1)   The Company must achieve at least 85% of its target EBITDAR  (Earnings
          Before Interest,  Taxes,  Depreciation,  Amortization & Reorganization
          Charges) in order for payments to be made under the Company portion of
          your incentive plan. The Company's target EBITDAR is $32.4 million.
     2)   Agway Energy  Products must achieve at least 85% of its target EBITDAR
          in order for  payments  to be made  under the  Energy  portion of your
          incentive plan. Energy's target EBITAR is $35.8 million.
     3)   The Feed business (i.e., Feed & Nutrition, FCI, and TSPF) must achieve
          at least 85% of its target  EBITDAR in order for  payments  to be made
          under the Feed  (Agriculture)  portion of your incentive plan.  Feed's
          target EBITDAR is $6.3 million.
     4)   The  amount  paid to you will be  consistent  with  the  terms of your
          incentive plan and determined and communicated to you in July 2003.
     5)   The timing of payments will be as follows:  a) one half of the Company
          incentive  payment  you earn for  fiscal  2003  will be paid to you in
          August 2003,  and the other half will be paid to you at the earlier of
          the confirmation of a Chapter 11 plan or your  involuntary  separation
          from  employment  with  Agway;  b) one  half of the  Energy  incentive
          payment you earn for fiscal  2003 will be paid to you in August  2003,
          and the other half will be paid to you at the  earlier of: i) the sale
          of the Energy  business (if a decision is made to sell that business),
          ii)   confirmation  of  a  Chapter  11  plan;  iii)  your  involuntary
          separation from employment or iv) December 26, 2003, which is the last
          payroll  period  for the  calendar  year;  and c) one half of the Feed
          incentive  payment  you earn for  fiscal  2003  will be paid to you in
          August 2003, and the other half will be paid to you at the earlier of:
          i) the sale of the Feed  business;  ii)  confirmation  of a Chapter 11
          plan; or iii) your

<PAGE>


Michael R. Hopsicker
Page 2
May 16, 2003


         involuntary  separation from employment.  In any event, the fiscal 2003
         Energy  incentive  you earn  will be paid to you in full no later  than
         December  26,  2003.  If  you   voluntarily   leave  prior  to  a  plan
         confirmation,  you will not be  entitled  to receive the second half of
         your fiscal 2003 Company and Feed incentive payments.

Fiscal 2004 Incentive Plan
--------------------------
     1)   Your fiscal 2004  incentive  plan will be developed  during the normal
          business timeframe (i.e., July/August).
     2)   Your fiscal 2004 incentive plan will include a Company target EBITDAR,
          an Energy  target  EBITDAR and a Feed target  EBITDAR  that will be no
          lower than the fiscal 2003 target  EBITDARs noted above (provided that
          all of the business units remain unchanged).
     3)   You will be eligible for a portion of your fiscal 2004 incentive to be
          paid  as a  guaranteed  minimum  amount  of  $150,004  (regardless  of
          performance  versus target) for remaining with the Company through the
          earlier of the sale of the Energy  business  (if a decision is made to
          sell that business) or plan confirmation. You will not be eligible for
          such  payment if you are severed as part of a reduction  in  workforce
          (i.e.,  not as a result  of a  business  sale  transaction  or plan of
          reorganization)  prior to the earlier of the completion of the sale of
          Agway Energy Products or the confirmation of a Chapter 11 plan.
     4)   If you are involuntarily separated from employment prior to the end of
          fiscal 2004, you will be entitled to receive the greater of a pro rata
          payment (using completed weeks of service during the incentive period)
          based upon your target incentive or the guaranteed  minimum amount, if
          eligible;  such  pro  rata  payment  is not to be  duplicative  of the
          minimum guaranteed amount.

Your separation compensation (100% of your base salary), ARB "severance" benefit
(based on years of service as  provided  in the amended  Company  Severance  Pay
Plan) and other benefits  described in your annual incentive plan (excluding the
long-term  incentive  payment and  change-in-control  features,  which have been
eliminated)  remain in place. It is intended under the Compensation  Motion that
if you become eligible for separation/severance payments, such payments would be
made in full upon  termination.  The Compensation  Motion also provides that the
total amount of severance  that the Company can pay to eligible key employees is
capped  at $6.4  million,  which  amount  can be  revisited  with  the  Official
Committee  of  Unsecured  Creditors  or  the  Court  if it is  determined  to be
insufficient.  We do believe, however, that the capped amount will be sufficient
to address potential future severance costs for this group.

Should you have any questions  about the Court approved Motion or your benefits,
please feel free to contact Eric Biegler at 449-6138.

Sincerely,


/s/ GARY VAN SLYKE
-------------------
Gary K. Van Slyke
Chairman of the Board

cc:  Eric D. Biegler


<PAGE>
                                 EXHIBIT 10(aq)
<PAGE>
                                  [AGWAY LOGO]
             Agway Inc., PO BOX 4933, SYRACUSE, NEW YORK 13221-4933


March 7, 2003



Roy Lubetkin
8111 Verbeck Drive
Manlius, NY  13104

Dear Roy:

As  you  know,  over  the  past  several  months  we  have  been  in  continuous
negotiations  with the Unsecured  Creditors  Committee (UCC) with respect to the
Company's management  incentive programs as well as other employee  compensation
and  benefit  related  programs.  Recently,  the  Company  and the  UCC  reached
agreement on modifications to these programs,  which represent  compromises from
both sides. Today, we are filing a Motion with the U.S. Bankruptcy Court for the
Northern  District of New York to request the Court's  approval of the  proposed
Agway/Committee agreement ("Agreement"). The Court hearing date to consider that
Motion is expected to be March 25, 2003.

The proposed  modifications  that pertain to your incentive and benefit programs
are summarized  below.  Additional  details can be found in the enclosed  Motion
under the section titled: "Proposed Modification of the Compensation Programs."

1.   With respect to your current (FY 2003) annual incentive plan, your existing
     incentive  targets and all other  provisions  of your plan remain in place;
     however, the Agreement provides for the following  modifications subject to
     Court approval:
     -    The Company must achieve a target EBITDAR  (Earnings  Before Interest,
          Taxes,  Depreciation,  Amortization and Reorganization  Charges) of at
          least $26.1 million in order for discretionary  payments to be made to
          you under your plan.
     -    If a business  unit or the Company  exceeds  its target  EBITDAR by $2
          million,   affected   eligible   employees  may  be  paid   additional
          incentives.  However, the aggregate incentive payments to all eligible
          management employees are capped at $5 million.
     -    The change in control feature of your incentive plan (i.e.,  paragraph
          4.c. in your  "Incentive Plan for Period July 1, 2002 - June 30, 2003"
          dated  September  4, 2002,  as amended  September  16,  2002) has been
          eliminated.
     -    The long-term  incentive payment (LTIP) feature of your incentive plan
          has been eliminated.


<PAGE>



Roy Lubetkin
Page 2
March 7, 2003



2.   For fiscal year 2004, the Agreement provides that:
     -    The  Company  target  EBITDAR  would  be no  lower  than  fiscal  2003
          (provided  that all of the business  units remain  unchanged)  and the
          maximum incentive payout to all eligible  employees would be capped at
          $5 million.
     -    A guaranteed  minimum  payment  would be made to you at the earlier of
          confirmation  of a plan of  reorganization  or if you  are  terminated
          without cause in conjunction  with a sale of your business unit.  That
          guaranteed  minimum  payment amount will be determined at a later date
          and communicated to you.

3.   Your   separation  compensation (as   described   in  your  April  30, 2001
     letter  agreement,  except for the LTIP payment) remains in place and it is
     intended under the Agreement  that severance  payments will be made in full
     as provided  for under our  severance  programs  and your  incentive  plan.
     However,  the  Agreement  also  provides that the total amount of severance
     that the  Company  can pay to  eligible  key  employees  is  capped at $6.4
     million,  which amount can be revisited  with the UCC or the Court if it is
     determined  to be  insufficient.  We do believe,  however,  that the capped
     amount will be sufficient to address  potential  future severance costs for
     this group.

4.   The Agreement also modifies the Company's  vacation  policy with respect to
     eligible  employees  who  leave  Agway in  calendar  year  2003.  For those
     employees,  any remaining unused vacation due for calendar year 2003 (which
     was accrued in 2002) will be treated as  follows:  25% will be paid in cash
     upon  termination  and the remaining 75% will be a  pre-petition  unsecured
     claim against Agway.

Should you have any  questions  about the proposed  Agreement or your  benefits,
please feel free to contact Eric  Biegler at  449-6138.  We will let you know as
soon as the Court decides on our Motion.

Sincerely,

/s/ Michael R. Hopsicker
-------------------------
Michael R. Hopsicker
Chief Operating Officer

Enclosure

<PAGE>
                                 EXHIBIT 10(ar)

<PAGE>
                                  [AGWAY LOGO]

                AGWAY INC, PO BOX 4933, SYRACUSE, NY 13221-4933

MICHAEL R. HOPSICKER
CHIEF EXECUTIVE OFFICER AGWAY INC.
PRESIDENT, AGWAY ENERGY PRODUCTS



May 16, 2003


Roy S. Lubetkin
4535 Spruce Ridge Dr.
Manlius, NY  13104

Dear Roy:

Last Friday,  the U.S.  Bankruptcy  Court for the Northern  District of New York
approved  modifications  to Agway's  employee  compensation and benefit programs
substantially  as set forth in the  Motion the  Company  filed with the Court on
March 7, 2003. The only additional  modification  was a change  requested by the
United States  Trustee,  whose office  administers all Chapter 11 cases filed in
this district.  That request,  which was agreed to by the Official  Committee of
Unsecured Creditors and Agway, affects the timing, but not the amount, of fiscal
2003 incentive payments as described below.

The modifications to your incentive and benefit program,  which are now approved
by the  Court,  were  summarized  in my March 7th letter to you.  The  following
provides some additional  information  with respect to your fiscal 2003 and 2004
incentive plans:

Fiscal 2003 Incentive Plan
--------------------------
1)   The  Company  must  achieve  at least 85% of its target  EBITDAR  (Earnings
     Before  Interest,  Taxes,   Depreciation,   Amortization  &  Reorganization
     Charges) in order for  payments to be made under the Agway Inc.  portion of
     your incentive plan. The Company's target EBITDAR is $32.4 million.
2)   The Country Products Group must achieve a target EBITDAR of at least ($0.1)
     million  in order for  payments  to be made  under the CPG  portion of your
     incentive plan.
3)   The amount paid to you will be consistent  with the terms of your incentive
     plan and determined and communicated to you in July 2003.
4)   The timing of  payments  will be as  follows  -- one half of the  incentive
     payment  you earn for fiscal 2003 will be paid to you in August  2003,  and
     the  other  half  will be paid to you at the  earlier  of:  a) the  sale of
     Country  Products  Group's  businesses (if a decision is made to sell those
     businesses);  b) confirmation of a Chapter 11 plan; or c) your  involuntary
     separation from employment.  If you voluntarily  leave prior to the earlier
     of the sale of the CPG businesses or a plan  confirmation,  you will not be
     entitled to receive the second half of your fiscal 2003 incentive payment.



<PAGE>

Roy S. Lubetkin
Page 2
May 16, 2003

Fiscal 2004 Incentive Plan
--------------------------

1)   Your  fiscal  2004  incentive  plan will be  developed  during  the  normal
     business timeframe (i.e., July/August).
2)   Your fiscal 2004  incentive  plan will include a Company target EBITDAR and
     CPG  target  EBITDAR  that will be no lower  than the  fiscal  2003  target
     EBITDARs noted above (provided that the businesses remain unchanged).
3)   You will be eligible for a portion of your fiscal 2004 incentive to be paid
     as a  guaranteed  minimum  amount of $175,006  (regardless  of  performance
     versus  target) for  remaining  with the  Company  through the earlier of a
     completion of the sale of the CPG businesses (if a decision is made to sell
     those businesses) or the confirmation of a Chapter 11 plan. You will not be
     eligible  for such  payment if you are  severed as part of a  reduction  in
     workforce  (i.e., not as a result of a business sale transaction or plan of
     reorganization)  prior to the earlier of the  completion of the sale of the
     CPG businesses or the confirmation of a Chapter 11 plan.
4)   If you are  involuntarily  separated  from  employment  prior to the end of
     fiscal  2004,  you will be  entitled  to receive  the greater of a pro rata
     payment  (using  completed  weeks of service  during the incentive  period)
     based upon your target  incentive  or the  minimum  guaranteed  amount,  if
     eligible;  such pro rata  payment is not to be  duplicative  of the minimum
     guaranteed amount.

Your separation  compensation  and benefits (as described in your April 30, 2001
letter  agreement,  excluding the LTIP payment)  remain in place. It is intended
under  the  Compensation  Motion  that if you  become  eligible  for  separation
compensation  such  payments  would  be  made  in  full  upon  termination.  The
Compensation  Motion also provides  that the total amount of severance  that the
Company can pay to  eligible  key  employees  is capped at $6.4  million,  which
amount can be revisited  with the Official  Committee of Unsecured  Creditors or
the Court if it is determined to be insufficient.  We do believe,  however, that
the capped amount will be sufficient to address potential future severance costs
for this group.

Should you have any questions  about the Court approved Motion or your benefits,
please feel free to contact Eric Biegler at 449-6138.

Sincerely,

/S/ Michael R. Hopsicker

Michael R. Hopsicker
Chief Executive Officer

cc:   Eric Biegler