SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


         This  Agreement is entered into  effective  July 1, 2000 by and between
Agrilink Foods, Inc. with offices at 90 Linden Oaks,  Rochester,  New York 14625
and Dennis M. Mullen  residing at 15 Merry Creek Crossing,  Pittsford,  New York
14534.

                                    Preamble

The  principal  objective  of this  Agreement  is to  ensure  the  payment  of a
competitive level of retirement income in order to retain and motivate Dennis M.
Mullen,  the current  President and Chief  Executive  Officer of Agrilink Foods,
Inc. This Agreement is effective on July 1, 2000.

SECTION I.  DEFINITIONS
---------

1.1  "Actuarial   Equivalent"  means,  unless  otherwise  specifically  provided
     herein, the actuarial  equivalent factors for converting the normal form of
     annuity to an optional  form of annuity,  as defined in the Agrilink  Foods
     Master Salaried Retirement Plan, as from time to time amended.

1.2  "Affiliate" means any corporation, partnership or other organization which,
     during  any  period  of  employment  of a  Participant,  was at  least  50%
     controlled by the Company or an affiliate of the Company.

1.3  "Agreement"  means  this  Supplemental   Executive  Retirement   Agreement,
     effective  July 1, 2000  between the  Participant  and the  Company.

1.4  "Committee" means the Executive  Committee of the Board of Directors of the
     Company, which has been given authority by the  Board of Directors
     to administer  this Agreement.

1.5  "Company" means Agrilink Foods, Inc.

1.6  "Participant" means Dennis M. Mullen.

1.7  "Retirement"  means the termination of a Participant's  employment with the
     Company on one of the retirement dates specified  in Section 2.1.

1.8  "Surviving  Spouse"  means  Catherine  Mullen.

1.9  The masculine gender,  where appearing in the Agreement,  will be deemed to
     include  the  feminine  gender,  and the  singular  may include the plural,
     unless the context clearly indicates the contrary.

SECTION II.  ELIGIBILITY FOR BENEFITS
----------

2.1  The  Participant  is eligible to retire under this  Agreement and receive a
     benefit under Section 3.1 of this  Agreement  beginning on either:  (a) his
     "Normal  Retirement  Date",  which is January 1, 2009, the first day of the
     month following the month in which the  Participant  reaches age 55, or (b)
     his  "Postponed  Retirement  Date,"  which is the  first  day of the  month
     following the Participant's Normal Retirement Date in which the Participant
     terminates employment with the Company.



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2.2  Anything herein to the contrary notwithstanding, if when the Participant is
     receiving,  or may  be  entitled  to  receive,  a  benefit  hereunder,  the
     Participant   engages  in  Competition  with  the  Company  (without  prior
     authorization  given by the Committee in writing),  or is discharged by the
     Company for Cause, payments thereafter payable hereunder to the Participant
     or the  Surviving  Spouse will,  at the  discretion  of the  Committee,  be
     forfeited and the Company will have no further obligation  hereunder to the
     Participant or the Surviving Spouse.  For purposes of this Section 2.2, the
     term "Cause" shall mean (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, or (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 willful and continued failure or refusal of
     the Participant to perform his duties,  or (d) gross  negligence or willful
     misconduct  on  the  part  of  the  Participant   that  is  materially  and
     demonstrably detrimental to the Company (such finding having been initially
     made by the  Board of  Directors  of the  Company).  For  purposes  of this
     Section 2.2, "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 monthly  retirement  benefit  payable to the  Participant at his Normal
     Retirement  Date or Postponed  Retirement  Date under the Agreement will be
     equal to $41,666.67. The monthly benefit shall continue for the life of the
     Participant  and shall be payable on the first day of each  calendar  month
     beginning  with  the  Participant's  Normal  Retirement  Date or  Postponed
     Retirement  Date,  as  applicable,  through and  including the month of the
     Participant's death, subject to the provisions of this Agreement.

3.2  The monthly  benefit of $41,666.67  shall  continue for one hundred  twenty
     (120) payments unless  forfeited  pursuant to Section 2.2 or accelerated in
     accordance with either Section 3.3 or Section 7.1 of the Agreement.  If the
     Participant dies on or after his Normal Retirement Date before receiving at
     least 120 monthly benefit  payments,  the monthly annuity otherwise payable
     to the Participant  will be paid to the Surviving  Spouse for the remainder
     of such one hundred  twenty (120)  payments and  thereafter  the  Surviving
     Spouse  shall  receive  the  benefit  set forth in Section  5.1;  provided,
     however,  that if the Surviving  Spouse shall also die before the number of
     payments  received by the Participant and Surviving  Spouse equals at least
     120 monthly payments,  then the remainder of the 120 payments shall be made
     to the  surviving  children of the  Participant,  with such  payments to be
     divided equally among such surviving children,  per capita. The payments to
     the Surviving Spouse and/or the Participant's  children  hereunder shall be
     subject to proration in  accordance  with Section 4.2 if the  Participant's
     employment with the Company terminated involuntarily on account of death or
     disability before the

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     Participant's  Normal  Retirement  Date and such payments shall commence in
     accordance with Section 4.3.

3.3  At any time after the  Participant's  Normal  Retirement  Date or Postponed
     Retirement  Date,  the  Committee  may,  in its sole  discretion,  elect to
     convert the monthly  benefit into a single sum benefit  which shall be paid
     to the Participant (or the Participant's beneficiary(ies) if he is not then
     living) on the next payment date determined under Section 3.1. For purposes
     of converting  such monthly  benefit into a single sum benefit,  the single
     sum  benefit  shall equal the  Actuarial  Equivalent  of the  Participant's
     monthly benefit (with the form of benefit  including a 50% survivor annuity
     with 10 years  certain)  on the basis of the  mortality  tables used in the
     Agrilink Foods Master  Salaried  Retirement  Plan for converting the normal
     form of  annuity to an  optional  form of  annuity,  and on the basis of an
     interest  rate equal to the average  borrowing  rate of the Company then in
     effect,  on its  revolving  credit  facility and long term debt  facilities
     (including  any  subordinated  debt or like  facilities),  at the  time the
     conversion is determined.

SECTION IV.  PAYMENT OF RETIREMENT BENEFITS
----------

4.1  No  benefits  are  payable  under  this  Agreement  if the  Participant  is
     discharged  for Cause (as defined in Section 2.2) or engages in Competition
     with  the  Company  (as  defined  in  Section  2.2)  or if the  Participant
     voluntarily  terminates  his  employment  with  the  Company  prior  to the
     Participant's Normal Retirement Date.

4.2  In the event of the  Participant's  involuntary  termination  of employment
     (other than for Cause) prior to the  Participant's  Normal Retirement Date,
     the benefit  payable to the  Participant  shall be pro-rated by multiplying
     the  benefit  set forth in  Section  3.1 by the ratio of the number of full
     months of service with the Company that the  Participant  attained from the
     July  1,  2000  effective  date  of  this  Agreement  through  his  date of
     termination of employment over 102.

4.3  In the event of  involuntary  termination  pursuant  to  Section  4.2,  any
     benefits  otherwise  payable under this Agreement shall commence on January
     1, 2009.

SECTION V.  DEATH BENEFITS PAYABLE
---------

5.1  Subject to the provisions of Section 3.2, if the Participant dies after his
     Normal  Retirement  Date, the Surviving Spouse will receive a benefit equal
     to $20,833.34  payable in  accordance  with Section 5.3. Such benefit shall
     commence after the  guaranteed  payments under Section 3.2 are completed if
     the Surviving Spouse is then living.

5.2  Subject  to  the  provisions  of  Section  3.2  and  Section  4.2,  if  the
     Participant dies before attaining his Normal Retirement Date, the Surviving
     Spouse will receive a benefit  equal to  $20,833.34  (prorated  pursuant to
     Section 4.2) payable in  accordance  with Section 5.3.  Such benefit  shall
     commence after the  guaranteed  payments under Section 3.2 are completed if
     the Surviving Spouse is then living.


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5.3  The Surviving  Spouse's benefit will be payable monthly on the first day of
     each month during the life of the Surviving Spouse, commencing on the first
     day of the  month  following  the  month in  which  the  Participant  dies;
     provided,  however,  that in the event of the  Participant's  death  before
     attaining his Normal  Retirement Date, the Surviving  Spouse's benefit will
     commence on January 1, 2009.

5.4  Subject to the  provisions  of Section 3.2, upon the death of the Surviving
     Spouse, no further payments will be made under this Agreement.

5.5  If the  Participant  is not  survived  by the  Surviving  Spouse,  then the
     provisions of Section 3.2 shall apply.

SECTION VI.  DISABILITY BENEFITS PAYABLE
----------

6.1  In the event the  Committee  determines  that the  Participant  has  become
     permanently  and  totally  disabled  (other  than at a time when  facts and
     circumstances   exist  under  which  the  Company   could   terminate   the
     Participant's  employment for Cause),  the Participant shall be entitled to
     the  benefits  under  Section  3.1  (prorated   pursuant  to  Section  4.2)
     commencing at the Participant's Normal Retirement Date.

6.2  In the  event  of the  death  of the  Participant  after  a  disability  is
     determined,  death  benefits will be paid in accordance  with Sections 3.2,
     5.1 and/or 5.2 as applicable.

6.3  The Committee  may require,  no more  frequently  than once in any calendar
     year, that a disabled  Participant  submits 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 VII.  CHANGE OF CONTROL
-----------

7.1  (a) In the event of a Change of Control of the Company,  as defined  below,
     the  benefits  under  Section 3 shall become fully vested and shall be paid
     immediately to the Participant in the form of a single sum as determined in
     Section 3.3.

     (b) In the event it shall be determined that any payment or distribution by
     the Company (a "Payment") to or for the benefit of the Participant (whether
     paid or payable or  distributed or  distributable  pursuant to the terms of
     this  Agreement  or  otherwise,   but  determined  without  regard  to  any
     additional  payments (as defined  below)  required  under this Section 7.1)
     would be subject to the excise tax imposed by Section  4999 of the Internal
     Revenue Code of 1986, as amended  (including  any successor to such statute
     of  like  import),  or  any  interest  or  penalties  are  incurred  by the
     Participant  with  respect to such excise tax ( such  excise tax,  together
     with any such interest and penalties, are hereinafter collectively referred
     to as the "Excise  Tax"),  the Company shall make an additional  payment (a
     "Gross-up Payment") to the Participant in an amount such that

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     after payment by the Participant of the Excise Tax and all taxes (including
     additional Excise Tax, income taxes, and any interest and penalties imposed
     with respect to income taxes, all as imposed on the Gross-up Payment),  the
     Participant retains an amount equal to the Gross Up Payment.

     (c) For purposes of this Section  7.1, the proper  amounts,  if any, of the
     Excise  Tax and the  Gross-up  Payment  shall be  determined  in the  first
     instance by the  Company.  Within 45 days of being  provided  with  written
     notice of any such  determination,  the  Participant  may  provide  written
     notice to the Chairman of the Committee of any disagreement, in which event
     the  amounts,  if any,  of the Excise  Tax and  Gross-up  Payment  shall be
     determined by independent tax counsel selected by the Company's independent
     auditors.   The   determination  of  the  Company  (or,  in  the  event  of
     disagreement,  the tax counsel selected) shall be final; provided, however,
     (i) that the  Company  shall  provide  the  Participant  with such  further
     Gross-up  Payment as may be necessary to hold him harmless  from the Excise
     Tax if the  Participant  notifies  the  Chairman  of the  Committee  of any
     proposed audit  adjustment by the Internal Revenue Service to the amount of
     the Excise Tax, and fully  cooperates  with the Company in  contesting  the
     proposed adjustment, but is ultimately required to pay an additional Excise
     Tax  amount;  and (ii) that in no event  shall the Excise Tax for which the
     Company is required  to make a Gross-up  Payment  include  any  interest or
     penalties  resulting from the failure of the  Participant to report and pay
     by the time  prescribed  by law an amount of Excise  Tax at least  equal to
     that determined by the Company (or, if relevant,  tax counsel) as the basis
     for prior Gross-up Payment(s) made to the Participant.

7.2  For purposes of this Section 7, a Change of Control shall be deemed to have
     occurred if (i) anyone other than Pro-Fac  Cooperative,  Inc. or any of its
     affiliates,  including  a "group"  (as  defined in Section  13(d)(3) of the
     Securities   and  Exchange  Act  of  1934  (the  "1934  Act")  becomes  the
     "beneficial  owner" (within the meaning of Section  13(d)(3) under the 1934
     Act) of a majority of the common stock of the Company;  or (ii) the Company
     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
     constituting  a  "Business  Combination");  or (iii) as a result  of, or in
     connection  with,  any cash  tender or exchange  offer,  purchase of stock,
     Business  Combination,  or contested  election,  or any  combination of the
     foregoing transactions (a "Transaction"), the persons who were directors of
     the Company before the Transaction  shall cease to constitute a majority of
     the  Board  of  Directors  of the  Company  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.

SECTION VIII.  MISCELLANEOUS
------------

8.1  The Committee may, in its sole discretion, terminate, suspend or amend this
     Agreement at any time or from time to time, in whole or in part;  provided,
     however, that no

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     termination,  suspension,  or amendment of the Agreement will,  without the
     written  consent  of  the  Participant  or the  Surviving  Spouse  (if  the
     Participant  is not then  living),  reduce the  Participant's  right or the
     right of the Surviving Spouse to receive or continue receiving a benefit in
     accordance with this Agreement. The provisions of this Section 8.1 shall be
     subordinate  to the  provisions of Section 2.2 concerning the forfeiture of
     benefits.

8.2  Nothing  contained  herein will confer upon the Participant the right to be
     retained  in the service of the  Company,  nor will it  interfere  with the
     right of the Company to discharge or  otherwise  deal with the  Participant
     without regard to the existence of this Agreement.

8.3  The benefits under this  Agreement are unfunded,  and the Company will make
     benefit payments solely on a current  disbursement  basis.  Notwithstanding
     anything herein to the contrary, the Participant, Surviving Spouse, and any
     beneficiaries of the Participant shall have the status of general creditors
     of the Company.

8.4  To the maximum  extent  permitted by law, no benefit  under this  Agreement
     shall be assignable or subject in any manner to alienation, sale, transfer,
     claims of creditors, pledge, attachment or encumbrances of any kind.

8.5  The  Committee  may  adopt  rules  and  regulations  to  assist  it in  the
     administration of the Agreement.

8.6  The  Participant  shall receive a copy of this  Agreement 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 Agreement.

8.7  This Agreement is established under and will be construed  according to the
     laws of the State of New York,  without  regard for principles of conflicts
     of law.

8.8  The  Company  shall  pay,  upon  request  and  documentation  thereof,  all
     reasonable  legal fees and expenses  which the  Participant  may incur as a
     result of the Company or any of its subsidiaries contesting the validity or
     enforceability  of any  provision  of this  Agreement  or any  claim by the
     Participant under this Agreement; provided, however, that the Company shall
     be entitled to be reimbursed by the Participant for such amount  previously
     paid to such Participant if it is finally  judicially  determined that such
     Participant's claims under this Agreement are frivolous.

8.9  In the event of any dispute  after the  occurrence of Change of Control (as
     defined in Section  7.2)  between  the  Company  and any  Participant  with
     respect to the  Participant's  rights to any payment under this  Agreement,
     the Company shall pay all disputed amounts to the Participant and, if it is
     finally judicially  determined that the Participant was not entitled to all
     or a portion of such disputed  amounts,  the Participant shall repay to the
     Company the amount to which the Participant was not entitled, together with
     interest thereon at the interest rate determined in accordance with Section
     3.3.


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                  IN WITNESS WHEREOF, the parties have caused this instrument to
be executed this 23rd day of August, 2000.



                                         AGRILINK FOODS, INC.

                                         By:/s/ Bruce Fox
                                            -------------------