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                                                                  EXHIBIT 10.13
                          SALARY CONTINUATION AGREEMENT

         This Agreement,  dated the 4th day of June, 1996, between Curtice Burns
Foods, Inc., a New York corporation (the "Employer"),  with offices at 90 Linden
Place,  Rochester,  New York  14625,  and  Dennis M.  Mullen  (the  "Employee"),
residing at 35 Whitestone, Lane, Rochester, New York.
         WHEREAS,  the Employer  employs the  Employee,  and the Employee  shall
serve as the Employer's  chief operating  officer  commencing  effective May 27,
1996 and shall serve as the Employer's  president and chief  executive  officer,
commencing effective January 2, 1997, and
         WHEREAS, the Employer and Employee wish to provide for the continuation
of the Employee's salary in certain events of termination of employment,
         NOW, THEREFORE, the parties agree as follows:
         1.       CONSIDERATION.  The  parties  hereby  acknowledge  that this
Agreement  is entered  into for good and  sufficient consideration, the receipt
of which is hereby acknowledged by each of the parties.
         2.       COMPENSATION AND BENEFITS.
                  (a) Salary. As compensation for services of the Employee,  the
Employer shall pay to the Employee an annual salary determined from time to time
by the Board of Directors of the Employer,  in accordance with its  compensation
policies.
                  (b) Incentive  Compensation.  In addition,  the Employee shall
participate  in, and shall be entitled  to,  additional  compensation  under the
Employer's  Management  Incentive Plan and Deferred Profit Sharing Program at an
entitlement rate to be determined from time to time by the Board of Directors of
the Employer, in accordance with its compensation policies.

                  (c) Benefits. The Employee shall be entitled to receive health
insurance, disability insurance, and all other employee benefits consistent with
the Employer's  employee benefit policies for executives as determined from time
to  time  by the  Board  of  Directors  of  the  Employer.  Notwithstanding  the
foregoing,  the Employee  expressly  acknowledges  that the salary  continuation
benefits  under  this  Agreement  are  provided  in lieu of any other  severance
arrangements normally provided by the Employer to its executive employees.

                  (d) For purposes of this  Agreement,  the Employee's  "Salary"
shall mean the sum of (i) the Employee's  annual salary, as then in place at the
time of such  determination,  and (ii) the average Management  Incentive Program
and Deferred  Profit Sharing Program awards received by the Employee for the two
(2) most recently completed fiscal years of the Employer.


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         3.       TERMINATION.
                  (a) Death.  If the Employee  dies during  employment  with the
Employer,  the Employer shall continue the Employee's salary, defined in Section
2(d), for a period of twenty-four (24) months. Such salary continuation payments
are in  addition  to all life  insurance  benefits  the  Employee is entitled to
receive under any life insurance  policies  provided to the Employee pursuant to
Section 2(c). The Employer may, in its sole discretion, acquire a life insurance
policy or policies to fund any  obligation  it may have under this Section 3(a).
Such salary continuation payments shall be paid to the Employee's estate.
                  (b)  Disability.  If the  Employee  becomes  disabled due to a
physical or mental  disability,  the  Employer  shall  continue  the  Employee's
salary, as defined in Section 2(d), for a period of twenty-four (24) months from
the date of the  Employee's  disability;  provided,  however,  that such  salary
continuation  payments shall be offset by the amount, if any, which the Employee
shall receive under any  short-term  or long-term  program of the Employer.  The
Employer may, in its sole discretion, acquire a disability policy or policies to
fund any  obligation it may have under this Section  3(b).  For purposes of this
Section 3(b), the Employee shall be deemed disabled if the Board of Directors of
the  Employer  shall  in good  faith  find,  on the  basis of  medical  evidence
submitted to it, that the Employee  suffers from a mental or physical  condition
or impairment which precludes the resumption of his usual and customary  duties,
and if such  impairment or condition is likely to last for a period of more than
six (6) months.  In the event of a disability,  the  Employee's  Salary shall be
determined  as of the date of the  onset of the  Employee's  disability  and the
twenty-four  (24) month salary  continuation  period shall be measured  from the
date of the onset of the Employee's disability.
                  (c) Termination  Without Cause. The Employer may terminate the
Employee without cause.  For purposes of this Agreement,  the term "cause" shall
have the meaning set forth in Section  3(d)  hereof.  In the event the  Employer
terminates  the  Employee   without  cause,  the  Employer  shall  continue  the
Employee's  salary, as defined in Section 2(d), for a period of twenty-four (24)
months.
                  (d)  Termination  for Cause.  The Employer may  terminate  the
Employee for cause.  For  purposes of this  Agreement,  the Employer  shall have
cause to terminate the Employee in the event of (i) Employee's  conviction of or
plea of guilty or nolo contendere to a felony, or (ii) the Employee's commission
of a fraudulent or deliberately dishonest act which has an adverse impact on the
business  of the  Employer,  or (iii)  the  Employee's  material  breach of this
Agreement  or the  terms  and  conditions  of his  employment.  In the event the
Employee is terminated for cause, the Employer shall have no further  obligation
under this Agreement.
                  (e) Voluntary  Termination  By the Employee.  The Employee may
terminate employment  voluntarily upon reasonable notice to the Employer. If the
Employee terminates employment  voluntarily,  the Employer shall have no further
obligation under this Agreement.


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         4.  CHANGE OF CONTROL.
                  (a)  Notwithstanding the provisions of Section 3, in the event
of a Termination, as defined below, of the Employee within two (2) years after a
Change of Control,  as defined below, the Employer shall continue the Employee's
Salary as defined in Section 2(d), for a period of twenty-four (24) months.
                  (b) Termination. For purposes of this Section 4, "Termination"
shall mean (i) termination by the Employer of the employment of the Employee for
any reason other than on account of the  Employee's  death,  disability,  or for
cause, as defined in Section 3(d), or (ii)  resignation of the Employee for Good
Reason, as defined below.
                  (c)  Change of  Control.  For  purposes  of this  Section 4, 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 13d-3
under the 1934 Act) of a majority of the common stock of the  Employer;  or (ii)
the  Employer  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 Employer
before the  Transaction  shall  cease to  constitute  a majority of the Board of
Directors of the Employer 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.
                  (d) Good Reason. For purposes of this Section 4, "Good Reason"
shall mean the occurrence of one of the following events:  (i) the assignment of
the  Employee  to  any  duties  materially   inconsistent  with  the  Employee's
positions,  duties,  responsibilities  and status with the Employer  immediately
prior to the  occurrence  of a Change of  Control;  or (ii) a  reduction  in the
Employee's  annual  salary;  or (iii) the  Employer  requires the Employee to be
based  anywhere  other  than  his  office  location  immediately  preceding  the
occurrence of the Change in Control or one of the principal executive offices of
the Employer; or (iv) the liquidation,  dissolution,  consolidation or merger of
the Employer 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 the Employer's assets have been transferred assumes all
duties and  obligations  of the Employer  under this  Agreement.  The Employee's
right to  terminate  employment  for Good  Reason  shall not be  affected by the
Employee's  incapacity  due  to  physical  or  mental  illness.  The  Employee's
continued  employment shall not constitute a consent to or waiver of rights with
respect to any circumstances constituting Good Reason herein.
         5.  BENEFITS.   In  the  event  the  Employee  is  entitled  to  salary
continuation  payments  under the  provisions of subsection  (a), (b), or (c) of
Section 3 or under the  provisions of Section 4, the Employer  shall continue to
provide to the Employee during the period of such salary  continuation  payments
all  welfare  benefits  on the same  terms and  conditions  as the  Employer  is
providing such benefits to its executive  employees  under its employee  benefit
policies for executives.  For purposes of this Section 5, welfare benefits shall
include, by way of example and not limitation,  health insurance benefits,  life
insurance  benefits,  disability  insurance  benefits,  and the like,  and shall
exclude,  by way of example,  and not limitation,  participation  in any defined
benefit plan,  defined  contribution  plan,  ss.401(k)  plan,  or  non-qualified
deferred compensation plan.
         6.       MISCELLANEOUS.
                  (a)  Unfunded  Plan.  This  Agreement  shall not  require  the
Employer to segregate any assets with respect to the benefits  which may be paid
under it. Neither the Employer nor the Board of Directors  shall be deemed to be
a trustee of any amounts to be paid under this  Agreement.  Any liability of the
Employer shall be based solely upon the contractual  obligations created by this
Agreement and no such obligations shall be deemed to be secured by any pledge or
an encumbrance on any property of the Employer.
                  (b) Termination and Amendment.  This Agreement shall remain in
effect until December 31, 1998 and shall thereupon terminate; provided, however,
that  the  termination  of  the  Agreement  shall  not  impair  or  abridge  the
obligations of the Employer  accrued prior to the date of such action.  Prior to
December 31, 1998,  this Agreement  shall be amended,  abandoned,  or terminated
only with the written  consent of the Employee  prior to the  effective  date of
such amendment, abandonment, or termination.
                  (c)      Governing Law.  This Agreement shall be governed by 
the laws of the State of New York.

          IN WITNESS WHEREOF, this Agreement has been executed on the date first
     above written.

                            CURTICE BURNS FOODS, INC.


                           By: /s/ Robert V. Call, Jr.



                          Title:   Chairman of the Board



                              /s/ Dennis M. Mullen
                                  Dennis M. Mullen