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                                                                   Exhibit 10.13

                          SALARY CONTINUATION AGREEMENT

         This Agreement, dated the 18th day of August, 1999, between Agrilink
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 15 Merry Creek Crossing, Pittsford, New York 14534.

         WHEREAS, the Employer employs the Employee, and the Employee shall
serve as the Employer's president and chief executive officer, and

         WHEREAS, the Employer and Employee wish to provide for the retention of
the Employee, and 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 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) Retention Bonus. In addition, if the Employee continues providing
            services to the Employer through August 31, 2001 in accordance to
            the reasonable terms and conditions of his employment, the Employee
            shall be entitled to, and shall receive a retention bonus in an
            amount equal to $500,000. The Employee may elect to defer some or
            all of the retention bonus









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                                                                   Exhibit 10.13


            by making such an election within 30 days of the effective date of
            this Agreement. In the event the Employee dies, becomes disabled as
            defined in Section 3(b), or is Terminated without Cause as defined
            in Section 3(c) prior to August 31, 2001, the Employer shall pay to
            the Employee a pro-rata amount of his retention bonus, in accordance
            with the provisions of subsection (a), (b), or (c) of Section 3
            within 10 days of the such an event. In the event the Employee is
            Terminated for Cause as defined in Section 3(d), or should
            voluntarily terminate his employment as described in Section 3(e)
            prior to August 31, 2001, the Employee shall not be entitled to, and
            no portion shall be paid of, the retention bonus.

        (d) 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.

        (e) 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 award received by the Employee for the two (2)
            most recently completed fiscal years of the Employer.

         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(e), 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(d). In
            addition, the Employer shall pay to the employee a pro-rated
            retention bonus, such pro-rated amount to be determined by
            multiplying the retention bonus amount by the following: (a) the
            number of the Employee's full or partial months of employment
            during the period of August 31,








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                                                                   Exhibit 10.13


            1998 through his date of death; divided by (b) 36 months. 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 and pro-rated
            retention bonus shall be paid to the Employee's estate. In the event
            of death, the Employee's Salary shall be determined as of the date
            of death.

        (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(e), for a period of twenty-four
            (24) months; 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. In addition, the Employer shall pay to the employee a
            pro-rated retention bonus, such pro-rated amount to be determined
            by multiplying the retention bonus amount by the following: (a) the
            number of the Employee's full or partial months of employment during
            the period of August 31, 1998 through his date of disability,
            divided by (b) 36 months. 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 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.

        (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(e), for a period of twenty-four (24) months. In addition, the
            Employer shall pay to the employee a pro-rated retention bonus,
            such pro-rated amount to be determined by multiplying the
            retention bonus amount by the following: (a) the








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                                                                   Exhibit 10.13


            number of the Employee's full or partial months of employment during
            the period of August 31, 1998 through his date of termination,
            divided by (b) 36 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
            reasonable 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.

         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(e), for a
            period of twenty-four (24) months. In addition, should such
            Termination occur prior to September 1, 2001, the Employer shall
            also pay to the Employee the entire amount of his retention bonus,
            as if he had continued his employment through August 31, 2001. The
            payments provided in the Section 4(a) shall be in lieu of, and not
            in addition to, the payments defined in Section 3(c).

        (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,








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                                                                   Exhibit 10.13


            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 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 of 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
            annual incentive opportunity; or (iii) the Employer requires the
            Employee to be based anywhere other than his office location
            immediately preceding the occurrence of the Change of 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









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                                                                   Exhibit 10.13


            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 or, in the case
            of death, to the Employee's surviving spouse or estate, 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 has been approved by the
            Agrilink Foods, Inc. Board of Directors on August 18, 1999 as
            evidenced by the execution of this Agreement. This Agreement shall
            remain in effect until August 31, 2001: provided, however, that in
            the event of a Change of Control, as defined in Section 4, before
            the Agreement otherwise ceases to be effective, this Agreement shall
            remain in existence for two (2) years after the date of such Change
            of Control. The Termination of this Agreement shall not impair or
            abridge the obligations of the Employer accrued prior to the date of
            such action. The Employer may extend the term of this Agreement by
            approval of the Board of Directors. It is the intention of the








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                                                                   Exhibit 10.13

            Board of Directors to review this Agreement annually to consider
            extending the expiration date. Prior to August 31, 2001, the
            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. By signature below, the
            Employee hereby consents to the termination of the existing Salary
            Continuation Agreement dated August 19, 1998.

        (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.



                                AGRILINK FOODS, INC.


                                By: /s/ Robert Call
                                   ---------------------
                                Robert Call
                                Title: Chairman, Agrilink Foods, Inc.

                                Date:
                                     ------------------------------------------





                                Agreed: /s/ Dennis Mullen
                                        ----------------------------------------
                                Dennis M.  Mullen
                                Title:   President and CEO, Agrilink Foods, Inc.

                                Date:
                                     -------------------------------------------