CONFORMED COPY



         THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT")  AND  MAY NOT BE  OFFERED,  SOLD,  PLEDGED  OR
OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A  QUALIFIED  INSTITUTIONAL  BUYER  WITHIN  THE  MEANING  OF RULE 144A WHO IS
PURCHASING  THIS NOTE FOR HIS/HER OR ITS OWN ACCOUNT OR FOR THE  ACCOUNTS OF ONE
OR MORE QUALIFIED  INSTITUTIONAL  BUYERS IN A PRINCIPAL  AMOUNT OF NOT LESS THAN
$100,000 FOR ANY SUCH ACCOUNT,  OR (B) PURSUANT TO ANOTHER APPLICABLE  EXEMPTION
FROM REGISTRATION  UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE  SECURITIES  LAWS OF ANY  STATE OF THE  UNITED  STATES  OR ANY  OTHER
JURISDICTION.

                          SUBORDINATED PROMISSORY NOTE

                                                              September 23, 1998


         FOR VALUE RECEIVED,  the undersigned,  Agrilink Foods, Inc., a Delaware
corporation (the "Company"), promises to pay, but subject nevertheless to all of
the  provisions  hereof,  to  the  order  of  Dean  Foods  Company,  a  Delaware
corporation,  at its offices at 3600 North River Road, Franklin Park,  Illinois,
or at such other office within the United States of America as the holder hereof
may from time to time in writing  appoint,  the principal sum of  $30,000,000 on
November 22, 2008.  However,  in the event that the  aggregate  amount of credit
available  under the Bank Credit  Agreement is increased  above  $700,000,000 to
finance  directly or  indirectly,  or in  contemplation  of the financing of, an
acquisition by the Company of the assets, stock or business of another, then the
Company  shall  redeem  this note if, or as soon as,  this note may be  redeemed
without  breaching  the terms of or  creating  a default  under the terms of the
Senior Indebtedness described in clause (ii) of the definition of that term. The
Company promises to pay interest at such office on the balance of principal from
time to time  outstanding and unpaid hereon  (computed on the basis of a year of
365 or 366 days,  as the case may be, and the actual number of days elapsed) (i)
for the period from the date hereof until  November 22, 2003 at the rate of five
(5) percent per annum and (ii) for the period from and after  November  23, 2003
and until  payment in full  thereof at the rate of ten (10)  percent  per annum,
such interest to be due and payable quarterly in arrears on the last day of each
calendar  quarter in each year  (commencing  December 31, 1998) and on the final
maturity date of this note (the "Interest Payment Dates").  Interest accruing on
this note through the period  ending  November 22, 2003 shall be payable  solely
and only  through  the  issuance  by the  Company to the  holder  hereof on each
Interest  Payment Date of a  subordinated  promissory  note in the amount of the
interest  then due and payable,  each such  subordinated  promissory  note to be
identical  to this note  except for the date  thereof and the  principal  amount
thereof. Interest accruing thereafter shall be due and payable in

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cash on each Interest  Payment Date.  Interest  shall  continue to accrue hereon
notwithstanding the occurrence of any Event of Default (as hereinafter defined).

         This  note may be  prepaid  in whole or in part  (but if in part,  in a
minimum amount of $100,000) at any time without premium or penalty.

         This note is  subordinate  and junior in right of payment to all Senior
Indebtedness of the Company,  whether now existing or hereafter arising,  on and
subject to the terms and conditions hereinafter set forth.

         The  term  "Senior  Indebtedness"  shall  mean and  include  all of the
following obligations of the Company, in each instance,  whether now existing or
hereafter arising:

                   (i) all  indebtedness,  obligations  and  liabilities  of the
         Company under or with respect to that certain Credit Agreement dated as
         of  September  23, 1998 by and among the Company,  certain  guarantors,
         Harris Trust and Savings Bank as Administrative Agent, Bank of Montreal
         as  Syndication  Agent and the from time to time lenders party thereto,
         all as the same may from time to time be amended,  modified or restated
         (the  "Bank  Credit  Agreement")   (including  without  limitation  all
         liabilities  of  the  Company  with  respect  to the  principal  of and
         interest  (including  interest  accruing  subsequent to the filing of a
         petition in  bankruptcy  or  insolvency  at the rate  specified  in the
         documents  relating  to such Senior  Indebtedness,  whether or not such
         interest  is no longer  permitted  to be  enforced  against the obligor
         under  applicable  law) on all loans made and letters of credit  issued
         thereunder)  and  all  liabilities  of the  Company  under  any  credit
         facility  replacing  the credit  facility  provided  for in such Credit
         Agreement,  provided that the aggregate  principal  amount of loans and
         face  amount  of  letter  of  credit  liabilities  constituting  Senior
         Indebtedness under this clause (i) shall not exceed $700,000,000 at any
         one time outstanding; and

                  (ii) all  indebtedness,  obligations  and  liabilities  of the
         Company   arising  under  or  with  respect  to  that  certain   Senior
         Subordinated  Credit  Agreement  dated as of September  23, 1998 by and
         among the  Company,  certain  guarantors,  Warburg  Dillon  Read LLC as
         Arranger   and   Syndication   Agent,   UBS  Ag   Stamford   Branch  as
         Administrative  Agent and the Lenders from time to time party  thereto,
         including  without   limitation  all  liabilities  in  respect  of  the
         principal of and interest  (including  interest accruing  subsequent to
         the  filing of a  petition  in  bankruptcy  or  insolvency  at the rate
         specified  in the  documents  relating  to  such  Senior  Indebtedness,
         whether or not such  interest  is no longer  permitted  to be  enforced
         against the obligor under  applicable law) on loans made thereunder and
         all  indebtedness  issued to renew,  refund,  refinance or replace such
         loans or consisting of so called "payment in kind"  obligations  issued
         in payment of

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         interest  thereon,  all as the same may from  time to time be  amended,
         modified  or  restated,  provided  that the  principal  amount of loans
         constituting  Senior  Indebtedness  under  this  clause  (ii) shall not
         exceed  $200,000,000 at any one time outstanding plus the amount of any
         such "payment in kind" obligations issued in payment of interest on the
         foregoing; and

                 (iii) all obligations of the Company  pursuant to interest rate
         swap  agreements,  interest  rate  cap  agreements  and  other  similar
         agreements  or  arrangements  designed to protect  the Company  against
         fluctuations  in interest  rates,  each computed net of amounts due the
         Company from the same  counterparty of contracts of the foregoing types
         of a type which are permitted to be netted under the Bankruptcy Code.

         In the event of any distribution,  division or application,  partial or
complete,  voluntary or involuntary, by operation of law or otherwise, of all or
any part of the assets of the Company or the proceeds  thereof to the  creditors
of the Company or upon any  indebtedness of the Company,  occurring by reason of
liquidation,  dissolution  or other  winding  up of the  Company or by reason of
execution   sale,   receivership,    insolvency,   bankruptcy,   reorganization,
arrangement or other  proceedings or the  reorganization  or readjustment of the
Company  or its  debts  or  properties  then,  and in  such  event,  all  Senior
Indebtedness  shall  be  paid  and  satisfied  in full  before  any  payment  or
distribution of any kind or character,  whether in cash, property or securities,
shall be made on or in respect of the  principal of or interest on this note and
in any such event,  any such payment,  dividend or  distribution  which shall be
made  upon or in  respect  hereof  shall be paid over to the  holders  of Senior
Indebtedness  (but  subject to any  priorities  between  them,  such that if any
Senior  Indebtedness  is  subordinated  in right of payment to any other  Senior
Indebtedness,  all amounts which shall otherwise be payable to the holder of the
subordinate  claim shall  instead be paid to the holders of the claims which are
superior thereto) for application on such Senior Indebtedness, until such Senior
Indebtedness has been fully paid and satisfied,  and in the event that this note
is declared due and payable prior to its  expressed  maturity the holder of this
note shall be entitled to the payment of principal and interest only after there
shall first have been paid in full all Senior  Indebtedness  outstanding  at the
time this note so became due and payable or which thereafter arises.

         During the  continuance of any default in the payment when due (whether
by lapse of time, acceleration or otherwise) in the payment of the principal of,
interest  on or any other  amount in respect of Senior  Indebtedness,  or in the
event an  event of  default  occurs  with  respect  to any  Senior  Indebtedness
permitting the holders thereof to accelerate the maturity  thereof,  then and in
any such event, and until such default in payment or event of default shall have
been cured or waived by the  holders of the Senior  Indebtedness  in question or
shall have ceased to exist,  no payment of principal and interest  shall be made
hereon and no other payment  (whether in respect of the  redemption  retirement,
purchase or other acquisition of the indebtedness

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evidenced by this note) shall be made; provided, however, that (i) the foregoing
shall not  prohibit the holder  hereof from  receiving  additional  subordinated
notes in payment of  interest  hereon as and to the extent  provided  for by the
first paragraph of this note and (ii) the foregoing shall not require the holder
hereof to return any amount paid to it by the Company  hereunder if, at the time
of receipt of such  payment by the holder,  it did not have actual  knowledge of
the  occurrence of one of the foregoing  events  prohibiting  payment to it. Any
holder of Senior  Indebtedness  may notify the holder of the  occurrence  of any
event  prohibiting  payment hereunder by delivering such notice to the holder by
personal  service  or by  telecopy,  with such  notice to be given to the holder
hereof  at its  address  as  shown  herein  directed  to the  attention  of Eric
Blanchard, and if given by telecopy sent to the following number directed to the
attention  of Mr.  Blanchard:  (847)  233-5501.  The present and any  successive
holder of this note may change the  address to which such  notice may be sent by
written  notice  to the agent  and/or  trustee  for the  holders  of the  Senior
Indebtedness described in clauses (i) and (ii) hereof and to any other holder of
Senior  Indebtedness  that has  requested  the holder in writing to receive such
notices.

         Any one or more of the following shall constitute an "Event of Default"
hereunder:

                   (a) default in the payment of the principal of this note when
         due on its  scheduled  maturity date or default in the payment when due
         of interest  payable by the Company  hereunder and the  continuance  of
         such  default in the  payment  of  interest  for 30 days  after  notice
         thereof to the Company from the holder hereof;

                   (b) the  failure  of the  Company  to  issue  a  subordinated
         promissory  note to the holder hereof in payment of interest  hereon as
         and  when  required  by the  first  paragraph  of  this  note  and  the
         continuance  of such  failure for 30 days after  notice  thereof to the
         Company from the holder hereof;

                   (c)  the   acceleration   of  the   maturity  of  any  Senior
         Indebtedness  described in clauses (i) or (ii) of the definition of the
         term "Senior  Indebtedness"  or the acceleration of the maturity of any
         other  Senior  Indebtedness  having an  aggregate  principal  amount of
         $10,000,000 or more;

                   (d) the Company becomes  insolvent or bankrupt or bankruptcy,
         reorganization,  arrangement,  insolvency or liquidation proceedings or
         other  proceedings  for relief under any bankruptcy law or laws for the
         relief of  debtors  are  instituted  against  the  Company  and are not
         dismissed within 60 days after such institution or a decree or order of
         a court having  jurisdiction  in the premises for the  appointment of a
         trustee or receiver or custodian for the Company or for the major party
         of its  property is entered  and the  trustee or receiver or  custodian
         appointed  pursuant to such decree or order is not discharged within 60
         days after such appointment; or



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                   (e) the Company shall institute  bankruptcy,  reorganization,
         arrangement, insolvency or liquidation proceedings or other proceedings
         for relief under any  bankruptcy  law or laws for the relief of debtors
         or shall consent to the institution of such  proceedings  against it by
         others or to the entry of any decree or order or  adjudging it bankrupt
         of insolvent or approving as filed any petition seeking  reorganization
         under any bankruptcy or similar law or shall apply for or shall consent
         to the  appointment of a receiver or trustee or custodian for the major
         part of its  property  or shall make an  assignment  for the benefit of
         creditors  or shall admit in writing its  inability to pay its debts as
         they mature or shall take any corporate  action in  contemplation or in
         furtherance of any of the foregoing purposes.

         Upon the  occurrence  of and  during  the  continuance  of any Event of
Default  described in clauses  (a)-(c) of the  foregoing  paragraph,  the holder
hereof may, by written  notice to the  Company,  declare  the  principal  of and
interest on this note to be immediately due and payable; provided, however, that
no payment  may be made  hereon,  and the holder may take no steps to enforce or
compel payment hereof,  unless and until all Senior  Indebtedness has been fully
paid and satisfied.  If any Event of Default  described in clauses (d) or (e) of
the  immediately  preceding  paragraph  occurs,  this note  shall be and  become
immediately  due and payable  without  notice of any kind, but no payment may be
made hereon and no steps may be taken to compel  payment hereof unless and until
all Senior Indebtedness has been fully paid and satisfied.

         Senior  Indebtedness  shall  not be  deemed  to have  been paid in full
unless the holders thereof shall have received cash or cash equivalents equal to
the amount of such Senior Indebtedness then outstanding. However, if pursuant to
a bankruptcy or  insolvency  proceeding  involving  the Company,  the holders of
Senior  Indebtedness  receive  securities of the Company as reorganized  and the
plan of reorganization  provides for the issuance of securities to the holder of
this note,  then such holder may receive and retain such  securities if the same
are  subordinated  in right  of  payment  to the  prior  payment  in full of the
securities which the holders of Senior Indebtedness receive to substantially the
same extent as, or to a greater extent than, this note is subordinated to Senior
Indebtedness.

         Nothing  contained  in this  note is  intended  to or shall  impair  as
between  the  Company  and its  creditors,  other  than the  holders  of  Senior
Indebtedness,  the obligations of the Company,  which are otherwise absolute and
unconditional, to pay to the holder hereof the principal of and interest on this
note as and when the same becomes due and payable in  accordance  with its terms
or otherwise affect the relative rights of the holder of this note and creditors
of the Company other than holders of Senior Indebtedness.

         The holder of this note by its acceptance  thereof agrees that it shall
have no right to offset the  obligations  of the Company under this note against
any obligation of such holder owing to

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the  Company  and the  Company  agrees that it shall have no right to offset any
obligation of the holder of this note to the Company  against the obligations of
the Company under this note.

         The Company promises to pay reasonable  attorneys' fees and court costs
of the holder hereof in enforcing payment of this note; provided,  however, that
such costs  shall be  subordinated  in right of payment to the prior  payment in
full of Senior Indebtedness on the terms hereinabove set forth.

         This note shall be  construed  in  accordance  with and governed by the
laws of the State of Illinois.

                                               AGRILINK FOODS, INC.


                                               By   /s/ Earl L. Powers
                                                    Its V.P.

         For   value   received,   the   undersigned   hereby   absolutely   and
unconditionally  guarantees  the  payment  of the  within  note when due and all
extensions  and  renewals  thereof  and  all  expenses   (including   reasonable
attorneys'  fees and legal  expenses)  incurred  in the  collection  thereof and
agrees  that the holder of said note may from time to time  extend or renew said
note for any period and grant any  releases,  compromises  or  indulgences  with
respect to said note,  all without notice to or consent of the  undersigned  and
without affecting the liability of the undersigned  hereunder.  The liability of
the undersigned hereunder shall, however, be subject and subordinate in right of
payment to the prior payment in full of all obligations of the undersigned under
any guarantee by it of any Senior  Indebtedness  to the same extent and with the
same  force and  effect as this note is  subordinated  to the prior  payment  of
Senior Indebtedness.

                                              PRO-FAC COOPERATIVE, INC.



                                              By   /s/ Earl L. Powers
                                                   Its V.P.