Exhibit 10.1

                              AGRILINK FOODS, INC.

                        KEY EXECUTIVE SEVERANCE PLAN - A


     1. Preamble and Statement of Purpose. The purpose of this Plan is to assure
Agrilink Foods, Inc. ("Agrilink") that it will have the continued dedication and
availability of the services of, and the objective  advice and counsel from, key
executives of Agrilink notwithstanding the probability,  threat or occurrence of
a change of control of Agrilink.

     In the event there is a probable  change of control of Agrilink,  the Board
of Directors of Agrilink  Foods,  Inc. (the  "Board")  believes it is imperative
that  Agrilink and the Board be able to rely upon key  executives to continue in
their positions  without concern that those  individuals  might be distracted by
the personal  uncertainties  and risks created by the possibility of a change of
control.  Should  there be a proposed  change of control of  Agrilink,  such key
executives may be called upon, in addition to their regular duties, to assist in
the assessment of proposals, advise the Board as to whether such proposals would
be in the best  interest  of  Agrilink  and its  owners,  and to take such other
actions as the Board might determine to be appropriate.

     2. Eligible Employees.  Participants under this Plan shall consist of those
key executives of Agrilink and its Subsidiaries (as hereinafter defined) who are
from time to time  designated as key executives to be included  within this Plan
by the Board. The Board shall designate key executives as Participants,  and the
key executives, under circumstances described in this Plan, shall be entitled to
severance  under this Plan in lieu of any and all other  severance  benefits  as
described in Section 8 herein. The Board's initial designation of key executives
as a Participant is set forth in Exhibit A.

     An executive who the Board  determines has ceased to be a key executive for
purposes of the Plan shall cease to be a  Participant  in the Plan when notified
by the Board of such  determination;



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except  that no such  determination  that an  executive  has ceased to be such a
Participant   shall  be  made,  and  if  made  shall  have  no  effect  if  such
determination  occurs,  (i)  within two years  after the  Change of Control  (as
hereinafter defined) in question or (ii) during any period of time when Agrilink
has  knowledge  that any  third  person or entity  has  taken  steps  reasonably
calculated to effect a Change of Control until, in the opinion of the Board, the
third  person or entity has  abandoned  or  terminated  its  efforts to effect a
Change of Control. Any reasonable decision by the Board that the third person or
entity has  abandoned  or  terminated  its efforts to effect a Change of Control
shall be binding on the executives.

     3. Benefits.  Any key executive designated as a Participant in this Plan by
the Board as provided above shall, for so long as such executive participates in
the Plan, be entitled to the following benefits:

          (a) In the event of a  "Termination"  (as  hereinafter  defined)  of a
     Participant's employment with Agrilink at any time when a Change of Control
     is  anticipated  as  determined  by a majority  of the Board (as defined in
     Section 2) or within two years after a Change of Control,  the  Participant
     shall receive the following salary continuance payments and benefits:

               (i) Two years (104 weeks) of salary  continuance  payments at the
          Participant's current annual base salary rate in effect at the date of
          Termination,  less all normal payroll  deductions,  payable on regular
          bi-weekly payroll intervals.

               (ii) The  Participant's  participation  in health insurance plans
          (medical,   dental  and  or  vision  as  previously   elected  by  the
          Participant)  shall be  continued  during any  period in which  salary
          continuance payments are being paid hereunder at no additional cost to
          the  Participant  in  excess  of such  cost as might  apply  for these
          benefits if the Participant remained employed with Agrilink.


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               The  salary  continuance  payments  and  the  full  value  of the
          continuance of other benefits payable to a Participant under this plan
          may be paid to the  Participant  in the form of a single  sum,  at the
          sole  discretion  of Agrilink.  The single sum shall equal the present
          value of the  payments  using  the  then  current  applicable  federal
          mid-term rate.

          (b)  Anything  in this Plan to the  contrary  notwithstanding,  in the
     event it shall be determined  that any payment or  distribution by Agrilink
     to, or for the  benefit  of, a  Participant  (whether  paid or  payable  or
     distributed  or  distributable  pursuant  to the  terms  of  this  Plan  or
     otherwise) would be considered an "excess parachute payment" subject to the
     excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
     amended,  the  benefits  under this plan  shall be  reduced to the  maximum
     amount payable that assures that the payments  hereunder are not considered
     an excess parachute  payment.  For purposes of this  subparagraph  (c), the
     determination of the presence of a potential excess parachute payment,  and
     the  corresponding  reduction in benefits  shall be determined in the first
     instance by Agrilink.  Within 45 days of being provided with written notice
     of any such determination and reduction in benefits, the Participant(s) may
     provide  written  notice to the  Chairman  of the Board of  Agrilink of any
     disagreement,  in which  event the  calculation  of the  "excess  parachute
     payment" and the reduction in benefits  shall be determined by  independent
     tax counsel selected by Agrilink's  independent auditors. The determination
     of Agrilink (or, in the event of a disagreement,  the tax counsel selected)
     shall be final.

     4. Nonassignability.  Each Participant's rights under this Plan shall inure
only to the benefit of the Participant and his or her estate.  No rights arising
under this Plan may be assigned or pledged by the Participant.


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     5. Definitions.

          (a) Change of  Control.  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 Agrilink;  or (ii)  Agrilink 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
     Agrilink before the Transaction shall cease to constitute a majority of the
     Board of Directors  of Agrilink 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.

          (b) "Termination" shall mean termination by Agrilink of the employment
     of  the  Participant  with  Agrilink  for  any  reason  other  than  death,
     Disability (as defined below) or Cause (as defined  below),  or resignation
     of the Participant for Good Reason (as defined below).

               (i)  "Disability"  shall mean a mental or physical  condition  or
          impairment which precludes the Participant's  ability to perform or to
          resume his or her usual and customary  duties,  if such  impairment or
          condition  is likely to last for a period of more than six (6) months.
          For purposes of this Section 5(b)(i),  the Participant shall be deemed
          disabled  if the  Board  shall in good  faith  find,  on the  basis of
          medical  evidence  submitted to it, that the Participant  suffers from
          such a condition or impairment.


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               (ii) "Cause" shall mean (a) the willful and continued  failure or
          refusal by the Participant to substantially  perform his or her duties
          with Agrilink (other than any such failure  resulting from termination
          for  Good  Reason),  after a demand  for  substantial  performance  is
          delivered to the Participant that  specifically  identifies the manner
          in which Agrilink  believes that the Participant has not substantially
          performed  his or her  duties,  if the  Participant  fails  to  resume
          substantial  performance  of his or her duties on a  continuous  basis
          within  fourteen (14) days on receiving  such demand,  (b) willful and
          gross misconduct on the part of the Participant that is materially and
          demonstrably  detrimental  to Agrilink;  or (c) the  commission by the
          Participant of one or more acts which constitute an indictable  felony
          under United States federal,  state, or local law.  "Cause" under (a),
          (b) or (c) shall be determined  in good faith by a written  resolution
          duly adopted by the affirmative vote of not less than two-thirds (2/3)
          of the Board at a meeting duly called and held for that purpose  after
          reasonable   notice  to  the   Participant  and  opportunity  for  the
          Participant and his or her legal counsel to be heard. In the event the
          Participant  is terminated  for cause,  Agrilink shall have no further
          obligation under this Agreement.

               (iii)  "Good  Reason"  shall  mean the  occurrence  of one of the
          following events:

                    (1) Without the express written consent of the  Participant,
               reduction in the Participant's  annual salary level,  unless such
               reduction  is  the  result  of  an  across-the-board   change  in
               compensation policy or practice which affects the compensation of
               all eligible salaried exempt employees of Agrilink in a manner or
               percentage  that is  consistent  with the  reduction  made to the
               Participant's annual salary level.

                    (2) Without the express written consent of the  Participant,
               the  elimination  of the  Participant's  participation  in,  or a
               reduction   in   the   percentage   opportunity   for   incentive
               compensation  through,  any annual or long-term  incentive  plan,
               unless  such  elimination  or  reduction  is  the  result  of  an
               across-the-board  change in the incentive  plan which affects the
               incentive   participation  in,  or  percentage


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               opportunity for incentive  compensation of, other participants in
               such incentive plans in a manner or percentage that is consistent
               with the change made to the Participant's  participation level or
               incentive opportunity percentage.

                    (3) Without the express written consent of the  Participant,
               the  elimination  of  the  Participant's   participation  in,  or
               reduction  in benefit  level of, any  benefit  plan,  vacation or
               other paid time off policy,  unless such elimination or reduction
               is the result of an action taken by Agrilink relating to its need
               to comply with a tax or benefit law, or unless the elimination or
               reduction is the result of an  across-the-board  change in policy
               or practice which affects the  participation or benefit levels of
               all eligible  salaried exempt  employees of Agrilink in manner or
               percentage  consistent  with the elimination or reduction made to
               the  Participant's  benefits  or  vacation or other paid time off
               policy.

                    (4) Without the express written consent of the  Participant,
               Agrilink  requires as a condition  of  continued  employment  the
               Participant  to be  based  anywhere  other  than:  (a) his or her
               office  location as of the execution of this Plan; or (b) another
               location, provided that such office or location is located within
               fifty  (50)  miles of the  location  specified  in the  preceding
               clause (a),  in order for the  Participant  to retain  employment
               with Agrilink.

                    (5) The liquidation,  dissolution,  consolidation, or merger
               of Agrilink or  transfer of all or a  significant  portion of its
               assets,   unless  a   successor   or   successors   (by   merger,
               consolidation or otherwise) to which all or a significant portion
               of its  assets  have been  transferred  assumes  all  duties  and
               obligations of Agrilink under this Plan.

     The Participant's  continued employment shall not constitute consent to, or
a waiver of, rights with respect to any  circumstances  constituting Good Reason
herein. Such waiver or consent shall be evidenced only by a written statement of
consent or waiver from the  Participant  within thirty days of the event defined
in Section  5(b)(iii).  A Participant  must notify  Agrilink's  chief  executive
officer in writing  within 30 days of the effective  date of the event he or she
believes has occurred that falls under



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the  definition of Section  5(b)(iii)  Good Reason.  Upon receiving such written
notification, Agrilink must respond to the Participant in writing within 30 days
of its opinion on, or its intention to  immediately  remedy,  the situation that
the Participant believes is an event under Section 5(b)(iii).

          (c)  "Subsidiary"  shall mean any  domestic or foreign  corporation  a
     majority of whose shares normally entitled to vote in electing directors is
     owned directly or indirectly by Agrilink or by other Subsidiaries.

     6.  Unfunded  Plan.  The Plan shall be unfunded.  Neither  Agrilink nor the
Board shall be required to segregate  any assets with respect to benefits  under
this Plan. Neither Agrilink nor the Board shall be deemed to be a trustee of any
amounts to be paid under this Plan. Any liability of Agrilink to any Participant
with  respect  to any  benefit  shall  be  based  solely  upon  any  contractual
obligations  created  by this  Plan;  no such  obligation  shall be deemed to be
secured by any pledge or any encumbrance on any property of Agrilink.

     7.  Termination  and Amendment of this Plan.  The Board shall have power at
any time, in its discretion,  to amend, abandon or terminate this Plan, in whole
or in part; except that no amendment, abandonment or termination shall impair or
abridge  the  obligations  in  this  Plan  if  such  amendment,  abandonment  or
termination is made within two years following a Change of Control or during any
period of time when Agrilink has knowledge that any third person has taken steps
reasonably  calculated to effect a Change of Control  (until,  in the opinion of
the Board,  the third person or entity has  abandoned or  terminated  efforts to
effect a Change of Control.)

     8. Other Benefits. Payments under this Plan are in lieu of any severance or
benefit  continuation  payments which a Participant would otherwise receive from
Agrilink or Pro-Fac

Cooperative  under any and all other  severance pay policies  and/or  individual
severance  arrangements  or  agreements  heretofore  agreed to by Agrilink,  its
subsidiaries, predecessors, or by Pro-Fac Cooperative.

     9. Effective  Date.  This Plan shall become  effective upon approval by the
Special  Committee  of the Agrilink  Foods,  Inc.  Board of Directors  appointed
November  14,  2001  as  evidenced  by  the  execution  of  this  Plan  and  the
ratification of this Plan by the full Agrilink  Foods,  Inc. Board of Directors,
and shall remain in effect until it is  terminated by the Agrilink  Foods,  Inc.
Board of Directors, provided, however, that in the event of a Change of Control,
as defined in Section 5, before the Plan otherwise ceases to be effective,  this
Plan shall remain in existence for two years the date of such Change of Control.

     IN  WITNESS  WHEREOF,  this  Plan has  been  executed  on this  16th day of
January, 2002.

                          AGRILINK FOODS, INC.

                          By:   /s/Bruce Fox
                                -----------------------------------------
                                   Bruce Fox, Chairman of the Board
                                   Agrilink Foods, Inc



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                              Agrilink Foods, Inc.
                         Key Executive Severance Plan A

                                    Exhibit A

     The following key executives are designated as  Participants  as of January
11, 2002.


         Earl Powers
         Carl Caughran
         David Mehalick
         Stephen Wright
         Bernhard Frega