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                                                                    EXHIBIT 10.2

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SENECA FOODS CORPORATION

                            -------------------------
                            Under Section 805 of the
                            Business Corporation Law
                            -------------------------

         We, the undersigned, being the President and Secretary of SENECA FOODS
CORPORATION, do hereby certify as follows:

         FIRST:  The name of the Corporation is SENECA FOODS CORPORATION. The
name under which the Corporation was formed is SENECA GRAPE JUICE CORPORATION.

         SECOND:  The certificate of incorporation of the Corporation was
filed by the Department of State on August 17, 1949.

         THIRD: The certificate of incorporation of the Corporation is hereby
amended to authorize a fourth series of Class A Preferred Stock to be designated
Convertible Preferred Stock, Series 2003.

                  To accomplish this, the following new Article 4(d)(G) hereby
is added to the certificate of incorporation:

                  "(G) FOURTH SERIES OF CLASS A PREFERRED STOCK. The fourth
series of 967,742 shares of Class A Preferred Stock shall be designated
Convertible Preferred Stock Series 2003 (hereinafter "Series 2003 Preferred
Stock"), and shall have the following rights, preferences and limitations:

                  (i) STATED VALUE. The stated value for each share of Series
2003 Preferred Stock shall be $15.50 (the "Stated Value").

                  (ii) DIVIDENDS AND DISTRIBUTIONS. At any time after the Issue
Date, the holders of each share of Series 2003 Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, but out of funds
legally available therefor, a dividend or distribution in cash, evidences of
indebtedness of the Corporation or another issuer, options, warrants or rights
to acquire securities or other property (including, without limitation, rights
issued pursuant to a shareholder rights plan, "poison pill" or similar plan or
arrangement and options or rights granted to each holder of Class A Common
Stock), securities of the Corporation or another issuer (excluding securities
for which adjustment is made under paragraph (vi)(d)(1) or paragraph (vi)(d)(2))
or other property or assets, including, without limitation, any such
distribution made in connection with a consolidation or merger in which the
Corporation is the resulting or surviving corporation), at a rate per share (and
in the type of property) equal to the

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amount of any dividend or distribution (and in the same type of property) as
that declared or made on any shares (including, without limitation, Class A
Common Stock) into which one share of Series 2003 Preferred Stock may be
converted pursuant to paragraph (vi) below on the record date for such dividend
or distribution. Any such dividend or distribution shall be paid to the holders
of shares of Series 2003 Preferred Stock at the same time such dividend or
distribution is made to the holders of the shares of Class A Common Stock. No
dividend or distribution shall be declared or made on any shares of Class A
Common Stock unless any dividend or distribution required to be declared or made
under the first sentence of this paragraph is previously or simultaneously
declared or made. Dividends and distributions shall be cumulative from and after
the date of issuance of such shares of Series 2003 Preferred Stock, but any
arrearage in payment shall not pay interest.

                  (iii) VOTING RIGHTS.

                        (a) Except as otherwise required by law or as set forth
in paragraph (b), the holders of shares of Series 2003 Preferred Stock shall not
be entitled or permitted to vote on any matter required or permitted to be voted
upon by the shareholders of the Corporation.

                        (b) Unless the consent or approval of a greater number
of shares shall then be required by law, the affirmative vote of the holders of
at least 66-2/3 % of the outstanding shares of Series 2003 Preferred Stock,
voting separately as a single class, in person or by proxy, at a special or
annual meeting of shareholders called for the purpose, shall be necessary to (i)
authorize the issuance after the Issue Date of any class of capital stock that
will rank as to payment of dividends or rights on liquidation, dissolution or
winding up of the Corporation senior to the Series 2003 Preferred Stock, (ii)
authorize, adopt or approve an amendment to the certificate of incorporation
that would increase or decrease the par value or stated value of the shares of
Series 2003 Preferred Stock, or (iii) amend, alter or repeal the certificate of
incorporation so as to affect the shares of Series 2003 Preferred Stock
adversely or (iv) effect the voluntary liquidation, dissolution or winding up of
the Corporation; provided, however, that no separate vote of the holders of
Series 2003 Preferred Stock shall be required to effect any of the transactions
described in clause (iv) above unless such transaction would either require a
class vote pursuant to clause (i), (ii) or (iii) above or would require a vote
by any shareholders of the Corporation.

                        (iv) REDEMPTION. The shares of Series 2003 Preferred
Stock shall not be redeemed or subject to redemption, whether at the option of
the Corporation or any holder thereof, or otherwise.

                        (v) ACQUIRED SHARES. Any shares of Series 2003 Preferred
Stock converted, exchanged, redeemed, purchased or otherwise acquired by the
Corporation or any of its subsidiaries in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares of Series
2003 Preferred Stock shall upon their cancellation become authorized but
unissued shares of Class A Preferred Stock and, upon the filing of an
appropriate certificate with the Department of State of the State of New York,
may be reissued as part of another series of Class A Preferred Stock subject to
the conditions or restrictions on


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issuance set forth herein, but in any event may not be reissued as shares of
Series 2003 Preferred Stock unless all of the shares of Series 2003 Preferred
Stock issued on the Issue Date shall have already been converted or exchanged.

                  (vi)   CONVERSION.

                        (a) Any holder of Series 2003 Preferred Stock shall have
the right, as its option, at any time (but subject to the provisions of
paragraph (vi)(b)) to convert, subject to the terms and provisions of this
paragraph (vi), any or all of such holder's shares of Series 2003 Preferred
Stock into such number of fully paid and nonassessable shares of Class A Common
Stock as is equal to the product of the number of shares of Series 2003
Preferred Stock being so converted multiplied by the quotient of (i) the Stated
Value divided by (ii) the conversion price of $15.50 per share, subject to
adjustment as provided in paragraph (vi)(d) (the "Conversion Price"), then in
effect. Upon initial issuance of the Series 2003 Preferred Stock, without the
effect of any adjustment required under paragraph (vi)(d), the foregoing
procedure will result in the issuance of one share of class A Common Stock on
conversion of each share of Series 2003 Preferred Stock. Such conversion right
shall be exercised by the surrender of the shares of Series 2003 Preferred Stock
to be converted to the Corporation at any time during usual business hours at
its principal place of business to be maintained by it, accompanied by written
notice that the holder elects to convert such shares and specifying the name or
names (with addresses) in which a certificate or certificates for shares of
Class A Common Stock are to be issued and (if so required by the Corporation) by
a written instrument or instruments of transfer in form reasonably satisfactory
to the Corporation duly executed by the holder or its duly authorized legal
representative and transfer tax stamps or funds therefor, if required pursuant
to paragraph (vi)(k). All shares of Series 2003 Preferred Stock surrendered for
conversion shall be delivered to the Corporation for cancellation and canceled
by it and no shares shall be issued in lieu thereof except as permitted by
paragraph (v) above.

                        (b) As promptly as practicable after the surrender, as
herein provided, of any shares of Series 2003 Preferred Stock for conversion
pursuant to paragraph (vi)(a), the Corporation shall deliver to or upon the
written order of the holder of the shares so surrendered a certificate or
certificates representing the number of fully paid non-assessable shares of
Class A Common Stock into which such shares may be or have been converted in
accordance with the provisions of this paragraph (vi). Subject to the following
provisions of this paragraph and of paragraph (vi)(d), such conversion shall be
deemed to have been made immediately prior to the close of business on the date
that such shares shall have been surrendered in satisfactory form for
conversion, and the Person or Persons entitled to receive the Class A Common
Stock deliverable upon conversion of such shares shall be treated for all
purposes as having become the record holder or holders of such Class A Common
Stock at such time.

                        (c) To the extent permitted by law, when shares of
Series 2003 Preferred Stock are converted, all unpaid dividends (whether or not
currently payable) on the Series 2003 Preferred Stock so converted to the date
of conversion shall be immediately due and payable and must accompany the shares
of the Class A Common Stock issued upon such conversion.


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                        (d) The Conversion Price shall be subject to adjustment
as follows:

                            (1) In case the Corporation shall at any time or
from time to time (A) pay a dividend or make a distribution on the outstanding
shares of Class A Common Stock in Class A Common Stock, (B) sub-divide the
outstanding shares of Class A Common Stock into a larger number of shares, (C)
combine the outstanding shares of Class A Common Stock into a smaller number of
shares or (D) issue any shares of its capital stock in a reclassification of the
Class A Common Stock, then, and in each such case, the Conversion Price in
effect immediately prior to such event shall be adjusted (and any other
appropriate actions shall be taken by the Corporation) so that the holder of any
share of Series 2003 Preferred Stock thereafter surrendered for conversion shall
be entitled to receive the number of shares of Class A Common Stock or other
capital stock of the Corporation that such holder would have owned or would have
been entitled to receive upon or by reason of any of the events described above,
had such share of Series 2003 Preferred Stock been converted immediately prior
to the occurrence of such event. An adjustment made pursuant to this paragraph
(vi)(d)(1) shall become effective retroactively (A) in the case of any such
dividend or distribution, to the opening of business on the day immediately
following the close of business on the record date for the determination of
holders of Class A Common Stock entitled to receive such dividend or
distribution or (B) in the case of any such subdivision, combination or
reclassification, to the close of business on the day upon which such corporate
action becomes effective.

                            (2) In case the Corporation shall at any time or
from time to time issue or sell shares of Class A Common Stock or Class B Common
Stock (or securities convertible into or exchangeable for shares of Class A
Common Stock or Class B Common Stock), or any options, warrants or other rights
to acquire shares of Class A Common Stock or Class B Common Stock (other than
(x) options granted to any employee or director of the Corporation pursuant to a
stock option plan approved by the shareholders of the Corporation, (y) options,
warrants or rights granted to each holder of Class A Common Stock or (z) rights
issued pursuant to a shareholder right plans, "poison pill" or similar
arrangement that complies with paragraph (vi)(j)) for a consideration per share
less than the Current Market Price at the record date or issuance date, as the
case may be (the "Date"), referred to in the following sentence (treating the
price per share of any security convertible or exchangeable or exercisable into
Class A Common Stock and/or Class B Common Stock as equal to (A) the sum of the
price for such security convertible, exchangeable or exercisable into Class A
Common Stock and/or Class B Common Stock plus any additional consideration
payable (without regard to any anti-dilution adjustments) upon the conversion,
exchange or exercise of such security into Class A Common Stock and/or Class B
Common Stock divided by (B) the number of shares of Class A Common Stock and/or
Class B Common Stock initially underlying such convertible, exchangeable or
exercisable security), other than issuances or sales for which an adjustment is
made pursuant to another paragraph of this paragraph (vi)(d), then, and in each
case, the Conversion Price then in effect shall be adjusted by dividing the
Conversion Price in effect on the day immediately prior to the Date by a
fraction (x) the numerator of which shall be the sum of the numbers of shares of
Class A Common Stock and Class B Common Stock outstanding immediately prior to
the Date plus the number of additional shares of Class A Common Stock



                                      -4-
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and Class B Common Stock issued or to be issued (or the maximum number into
which such convertible or exchangeable securities initially may convert or
exchange or for which such options, warrants or other right initially may be
exercised) and (y) the denominator of which shall be the sum of the number of
shares of Class A Common Stock and Class B Common Stock outstanding immediately
prior to the Date plus the number of shares of Class A Common Stock and Class B
Common Stock that the aggregate consideration (if any of such aggregate
consideration is other than cash, as valued by the Board of Directors including
a majority of the directors who are not officers or employees of the Corporation
or any of its subsidiaries, which determination shall be conclusive and
described in a resolution of the Board of Directors) for the total number of
such additional shares of Class A Common Stock and/or Class B Common Stock so
issued (or into which such convertible or exchangeable securities may convert or
exchange for which such options, warrants or other rights may be exercised plus
the aggregate amount of any additional consideration initially payable upon
conversion, exchange or exercise of such security) would purchase at the Current
Market Price. Such adjustment shall be made whenever such shares, securities,
options, warrants or other rights are issued, and shall become effective
retroactively to a date immediately following the close of business (i) in the
case of issuance to shareholders of the Corporation, as such, on the record date
for the determination of shareholders entitled to receive such shares,
securities, options, warrants or other rights and (ii) in all other cases, on
the date (the "Issuance Date") of such issuance; provided, however, that the
determination as to whether an adjustment is required to be made pursuant to
this paragraph (vi)(d)(2) shall only be made upon the issuance of such shares or
such convertible or exchangeable securities, options, warrants or other rights,
and not upon the issuance of the security into which such convertible or
exchangeable security converts or exchanges, or the security underlying such
options, warrants or other right.

                            (3) In case the Corporation or any subsidiary
thereof shall, at any time or from time to time while any of the Series 2003
Preferred Stock is outstanding, make a Pro Rata Repurchase, the Conversion Price
shall be adjusted by dividing the Conversion Price in effect immediately prior
to such action by a fraction (which in no event shall be less than one), the
numerator of which shall be the product of (i) the number of shares of Class A
Common Stock and Class B Common Stock outstanding immediately before such Pro
Rata Repurchase minus the number of shares of Class A Common Stock and Class B
Common Stock repurchased in such Pro Rata Repurchase and (ii) the Current
Modified Market Price as of the day immediately preceding the first public
announcement by the Corporation of the intent to effect such Pro Rata
Repurchase, and the denominator of which shall be (i) the product of (x) the
number of shares of Class A Common Stock and Class B Common Stock outstanding
immediately before such Pro Rata Repurchase and (y) the Current Modified Market
Price as of the day immediately preceding the first public announcement by the
Corporation of the intent to effect such Pro Rata Repurchase minus (ii) the
aggregate purchase price of the Pro Rata Repurchase.

                            (4) In case the Corporation at any time or from time
to time shall take any action affecting its Class A Common Stock, other than an
action described in any of paragraph (vi)(d)(1) through paragraph (vi)(d)(3),
inclusive, or paragraph (vi)(g), then, the Conversion Price shall be adjusted in
such manner and at such time as the Board of Directors of the Corporation in
good faith determines to be equitable in the circumstances



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(such determinations to be evidenced in a resolution, a certified copy of which
shall be mailed to the holders of the Series 2003 Preferred Stock).

                            (5) The Corporation may make such reductions in the
Conversion Price, in addition to those required by subparagraphs (1) through (4)
of this paragraph (vi)(d), as the Board of Directors considers to be advisable
in order to avoid or to diminish any income tax to holders of Class A Common
Stock or rights to purchase Class A Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.

                            (6) Notwithstanding anything herein to the contrary,
no adjustment of the Conversion Price shall be required pursuant to this
paragraph (vi)(c) by reason of the initial issuance or sale of any of the
967,742 authorized shares of Series 2003 Preferred Stock.

                            (7) Notwithstanding anything herein to the contrary,
no adjustment under this paragraph (vi)(c) need to be made to the Conversion
Price unless such adjustment would require an increase or decrease of at least 1
% of the Conversion Price then in effect. Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment, which, together with any adjustment or adjustments so carried
forward, shall amount to an increase or decrease of at least 1 % of such
Conversion Price. Any adjustment to the Conversion Price carried forward and not
theretofore made shall be made immediately prior to the conversion of any shares
of Series 2003 Preferred Stock pursuant hereto; provided, however, that any such
adjustment shall in any event be made no later than one year after the
occurrence of the event giving rise to such adjustment.

                        (e) Upon any increase or decrease in the Conversion
Price, then, and in each such case, the Corporation promptly shall deliver to
each registered holder of Series 2003 Preferred Stock at least ten Business Days
prior to effecting any of the foregoing transactions a certificate, signed by
the President or a Vice President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the Corporation, setting forth in
reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated and specifying the increased or decreased
Conversion Price then in effect following such adjustment.

                        (f) No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of any shares of Series
2003 Preferred Stock. If more than one share of Series 2003 Preferred Stock
shall be surrendered for conversion at one time by the same holder, the number
of full shares of Class A Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate Stated Value of the shares of Series 2003
Preferred Stock so surrendered. If the conversion of any share or shares of
Series 2003 Preferred Stock results in a fraction, an amount equal to such
fraction multiplied by the Current Market Price of the Class A Common Stock on
the Business Day preceding the day of conversion shall be paid to such holder in
cash by the Corporation on the date of issuance of the certificates representing
the shares by the Corporation upon such conversion.




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                        (g) In case of any capital reorganization or
reclassification or other change of outstanding shares of Class A Common Stock,
or in case of any consolidation or merger of the Corporation with or into
another Person (other than a consolidation or merger in which the Corporation is
the resulting or surviving Person and which does not result in any
reclassification or change of outstanding Class A Common Stock), or in case of
any sale or other disposition to another Person of all or substantially all of
the assets of the Corporation (any of the foregoing, a "Transaction"), the
Corporation, or such successor or purchasing Person, as the case may be, shall
execute and deliver to each holder of Series 2003 Preferred Stock at least ten
Business Days prior to effecting any of the foregoing Transactions a certificate
that the holder of each share of Series 2003 Preferred Stock then outstanding
shall have the right hereafter to convert such share of Series 2003 Preferred
Stock into the kind and amount of shares of stock or other securities (of such
Corporation or another issuer) or property or cash receivable upon such
Transaction by a holder of the number of shares of Class A Common Stock into
which such share of Series 2003 Preferred Stock could have been converted
immediately prior to such transaction. Such certificate shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this paragraph (vi). If, in the case of any such
Transaction, the stock, other securities, cash or property receivable thereupon
by a holder of Class A Common Stock includes shares of stock or other securities
of a Person other than the successor or purchasing Person and other than the
Corporation, which controls or is controlled by the successor or purchasing
Person or which, in connection with such Transaction, issues, stock securities,
other property or cash to holders of Class A Common Stock, then such certificate
also shall be executed by such Person, and such Person shall, in such
certificate, specifically acknowledge the obligations of such successor or
purchasing Person and acknowledge its obligations to issue such stock,
securities, other property or cash to the holders of the Series 2003 Preferred
Stock upon conversion of the shares of Series 2003 Preferred Stock as provided
above. The provisions of this paragraph (vi) and any equivalent thereof in any
such certificate similarly shall apply to successive Transactions.

                        (h) In case at any time or from time to time:

                            (1) the Corporation shall authorize the granting to
the holders of its Class A Common Stock of rights or warrants to subscribe for
or purchase any shares of stock of any class or of any other rights or warrants;

                            (2) there shall be any reclassification of the Class
A Common Stock (other than a subdivision or combination of the outstanding Class
A Common Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or any consolidation or merger to which the
Corporation is a party and for which approval of any shareholders of the
Corporation is required, or any sale or other disposition of all or
substantially all of the assets of the Corporation; or

                            (3) the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then the Corporation shall mail to each holder of shares of Series 2003
Preferred Stock at such holder's address as it appears on the transfer books of
the Corporation, at least 20 days prior to



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the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such rights or warrants or, if
a record is not to be taken, the date as of which the holders of Class A Common
Stock of record to be entitled to such rights are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective. Such
notice also shall specify the date as of which it is expected that holders of
Class A Common Stock of record shall be entitled to exchange their Class A
Common Stock for shares of stock or other securities or property or cash
deliverable upon such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

                        (i) The Corporation shall at all times reserve and keep
available for issuance upon the conversion of the Series 2003 Preferred Stock,
such number of its authorized but unissued shares of Class A Common Stock as
will from time to time be sufficient to permit the conversion of all outstanding
shares of Series 2003 Preferred Stock.

                        (j) The Corporation shall not adopt a shareholder rights
plan, "poison pill" or similar arrangement unless such plan or arrangement shall
provide that each holder of a share of Series 2003 Preferred Stock shall be
entitled to receive thereunder rights for each share of Class A Common Stock
that may be issued upon conversion of such share of Series 2003 Preferred Stock
in an amount equal to the amount of rights issued with respect to each
outstanding share of Class A Common Stock pursuant to such plan.

                        (k) The issuance or delivery of certificates for Class A
Common Stock upon the conversion of shares of Series 2003 Preferred Stock shall
be made without charge to the converting holder of shares of Series 2003
Preferred Stock for such certificates or for any tax in respect of the issuance
or delivery of such certificates or the securities represented thereby, and such
certificates shall be issued or delivered in the respective names of, or in such
names as may be directed by, the holders of the shares of Series 2003 Preferred
Stock converted; provided, however, that the Corporation shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate in a name other than that of the
holder of the shares of Series 2003 Preferred Stock converted, and the
Corporation shall not be required to issue or deliver such certificates unless
or until the Person or Persons requesting the issuance or delivery thereof shall
have paid to the Corporation the amount of such tax or shall have established to
the reasonable satisfaction of the Corporation that such tax has been paid.

                        (l) To the extent that pursuant to the terms of this
paragraph (vi), the Series 2003 Preferred Stock is convertible into any
securities or property other than Class A Common Stock, then for purposes of
this Article 4(d)(G), references to Class A Common Stock shall be deemed
appropriately amended to refer to such other securities or property.

                  (vii) DEFINITIONS. As used in this Article 4(d)(G), the
following terms shall have the meanings indicated:

                        (a) An "Affiliate" of, or a person "affiliated" with a
specified



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<PAGE>

Person, means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified. The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract, or otherwise.

                        (b) "Business Day" shall mean any day other than a
Saturday, Sunday or other day on which commercial banks in the City of New York
are authorized or required by law or executive order to close.

                        (c) "Current Market Price" per share shall mean, on any
date specified herein for the determination thereof, (A) the average daily
Market Price of the Class A Common Stock for those days during the period
commencing not more than 30 days before, and ending not later than such date, on
which the national securities exchanges were open for trading or the Class A
Common Stock was quoted in the over-the-counter market, and (B) if the Class A
Common Stock is not then listed or admitted to trading on any national
securities exchange or quoted in the over-the-counter market, the Market Price
on such date.

                        (d) "Current Modified Market Price" per share shall
mean, on any date specified herein for the determination thereof, (A) the
average daily Modified Market Price of the Class A Common Stock for those days
during the period commencing not more than 30 days before, and ending not later
than such date, on which the national securities exchanges were open for trading
or the Class A Common Stock was quoted in the over-the-counter market, and (B)
if the Class A Common Stock is not then listed or admitted to trading on any
national securities exchange or quoted in the over-the-counter market, the
Modified Market Price on such date.

                        (e) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission thereunder.

                        (f) "Fair Market Value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

                        (g) "Issue Date" shall mean the first date on which
shares of Series 2003 Preferred Stock are issued.

                        (h) "Market Price" shall mean, per share of Class A
Common Stock, on any date specified herein: (a) the closing price per share of
the Class A Common Stock on such date published in The Wall Street Journal or,
if no such closing price on such date is published in The Wall Street Journal,
the closing bid price on such date, as officially reported on the principal
national. securities exchange on which the Class A Common Stock is then listed
or admitted to trading; or (b) if the Class A Common Stock is not then listed or
admitted to trading on any national securities exchange but is designated as a
national market system security by the NASD, the last trading price of the Class
A Common Stock on such date; or (c) if there shall



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<PAGE>

have been no trading on such date or if the Class A Common Stock is not so
designated, the reported closing bid price of the Class A Common Stock, on such
date as shown by the Nasdaq National Market or other over-the-counter market and
reported by any member firm of the New York Stock Exchange selected by the
Corporation; or (d) if none of (a), (b) or (c) is applicable, a market price per
share determined at the Corporation's expense by a nationally recognized
appraiser chosen by the holders of a majority of the shares of Series 2003
Preferred Stock and approved by the Corporation, which approval shall not be
unreasonably withheld. If no such appraiser is chosen more than 20 Business Days
after notice of the necessity of such calculation shall have been delivered by
the Corporation to the holders of Series 2003 Preferred Stock, then the
appraiser shall be chosen by the Corporation.

                        (i) "Modified Market Price" shall mean, per share of
Class A Common Stock, on any date specified herein: (a) the closing price per
share of the Class A Common Stock on such date published in THE WALL STREET
JOURNAL or, if no such closing price on such date is published in THE WALL
STREET JOURNAL, the closing asked price on such date, as officially reported on
the principal national securities exchange on which the Class A Common Stock is
then listed or admitted to trading; or (b) if the Class A Common Stock is not
then listed or admitted to trading on any national securities exchange but is
designated as a national market system security by the NASD, the last trading
price of the Class A Common Stock on such date; or (c) if there shall have been
no trading on such date or if the Class A Common Stock is not so designated, the
reported closing asked price of the Class A Common Stock on such date as shown
by the Nasdaq National Market or other over-the-counter market and reported by
any member firm of the New York Stock Exchange selected by the Corporation; or
(d) if none of (a), (b) or (c) is applicable, a market price per share
determined at the Corporation's expense by a nationally recognized appraiser
chosen by the holders of a majority of the shares of Series 2003 Preferred Stock
and approved by the Corporation, which approval shall not be unreasonably
withheld. If no such appraiser is chosen more than 20 Business Days after notice
of the necessity of such calculation shall have been delivered by the
Corporation to the holders of Series 2003 Preferred Stock, then the appraiser
shall be chosen by the Corporation.

                        (j) "NASD" shall mean the National Association of
Securities Dealers, Inc.

                        (k) "Person" shall mean any individual, firm,
corporation, partnership, limited liability company or partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or any agency or political subdivision thereof) or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.

                        (l) "Pro Rata Repurchase" shall mean any purchase of
shares of Class A Common Stock or Class B Common Stock by the Corporation or by
any of its subsidiaries whether for cash, shares of capital stock of the
Corporation, other securities of the Corporation, evidences of indebtedness of
the Corporation or any other Person or any other property (including, without
limitation, shares of capital stock, other securities or evidences of
indebtedness of a subsidiary of the Corporation), or any combination thereof,
effected while any of the shares of Series 2003 Preferred Stock are outstanding,
which purchase is subject to Section



                                      -10-
<PAGE>

13(e) of the Exchange Act or is made pursuant to an offer made available to all
holders of Class A Common Stock or Class B Common Stock.

     FOURTH: Article 7 of the certificate of incorporation is amended to change
the office of the Corporation. To accomplish this, Article 7 of the certificate
of incorporation is hereby amended to read in its entirety as follows:

                           7. The office of the Corporation shall be located in
                  the Town of Marion, County of Wayne, New York, and the address
                  to which the Secretary of State shall mail a copy of process
                  in any action or proceeding against the Corporation that may
                  be served upon the Secretary of State is 3736 South Main
                  Street, Marion, New York 14505.

         IN WITNESS WHEREOF, the undersigned have caused this Certificate of
Amendment to be executed this _______ day of _______________, 2003 and affirm
that the statements made herein are true under penalty of perjury.

                                        SENECA FOODS CORPORATION


                                        By:________________________________
                                             Name:  Kraig H. Kayser
                                             Title: President

                                        By:________________________________
                                             Name:  Jeffrey L. Van Riper
                                             Title:  Secretary




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