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                                                              Exhibit 10.10.1(c)


                                PROMISSORY NOTE

$13,300,000                                                   Richmond, Virginia
                                                                   July 31, 2000

     FOR VALUE RECEIVED, Southern States Cooperative, Incorporated, a Virginia
agricultural cooperative corporation, with offices at 6606 West Broad Street,
Richmond, Virginia 23230-1717 (the "Maker'), HEREBY PROMISES TO PAY to the order
of Agway, Inc. ("Agway") a Delaware corporation with offices at 333 Butternut
Drive, DeWitt, New York 13214 or the holder of this Note (Agway or any
subsequent holder of this Note shall hereafter be referred to as the "Holder")
on January 31, 2003, or at such earlier date as provided in this Note, the
principal sum of THIRTEEN MILLION THREE HUNDRED THOUSAND DOLLARS ($13,300,000)
in lawful money of the United States of America in immediately available funds.
The Maker also promises to pay interest on the unpaid principal balance of this
Note at the rate set forth in this Note on September 30, 2000 and on each
December 31, March 31, June 30 and September 30 thereafter and on the date this
Note is paid in full. From and after July 31, 2000, this Note shall bear
interest at the greater of (a) the weighted average interest rate (inclusive of
any "default" rate) for "Loans" under the terms of the Revolving Credit
Agreement, dated as of January 12, 1999, among the Maker, CoBank, ACB, as Bank
and in its capacity as Administrative Agent and Documentation Agent, First Union
National Bank, as Bank and in its capacity as Syndication Agent, Bank of
America, N.A. (formerly NationsBank, N.A.), as Bank and in its capacity as
Syndication Agent, NationsBanc Montgomery Securities LLC, in its capacity as
Lead Arranger, and the financial institutions as are, or may from time to time
become, parties thereto as "Banks", as such Agreement has been amended and may
hereafter be amended, restated or supplemented from time to time (together with
any other credit agreement that the Maker may hereafter enter into in
replacement of or in substitution for such Revolving Credit Agreement)
(hereafter referred to as the "Revolving Credit Agreement'), (b) the weighted
average interest rate (exclusive of any "default" rate) for loans under the
terms of the Master Loan Agreement, dated as of January 1, 1998, by and between
Agway, Inc. and CoBank, ACB, as such Agreement has been amended and may
hereafter be amended, restated, supplemented, substituted, or replaced from time
to time, or (c) the weighted average interest rate (exclusive of any "default"
rate) for "Commercial Paper Notes" supported by the letters of credit from the
Amended and Restated Letters of Credit and Reimbursement Agreement, dated as of
December 10, 1997 by and between Agway, Inc. and Cooperatieve Centrale
RaiffeisenBoerenleenbank B.A., "Rabobank Nederland", New York Branch, as such
Agreement has been amended and may hereafter be amended, restated, supplemented,
substituted, or replaced from time to time. The weighted average interest rate
for a quarter shall be calculated based upon the weighted average interest rate
on those loans outstanding on the 15/th/ day of the month preceding the first
day of each interest period. On the 20/th/ day of the month preceding the first
day of each interest period, the Maker and Holder shall exchange calculations of
(a), (b), and (c) above and the higher of those rates will be the applicable
rate of interest for the period.
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     If the Maker fails to pay any principal amount of this Note when due,
whether at stated maturity, by acceleration, or otherwise, the unpaid principal
balance then existing on this Note will automatically be increased by five
percent (5%) and thereafter the Maker will pay interest on the last day of each
month thereafter until the Note is paid on such unpaid principal balance at a
rate which is one hundred fifty percent (150%) of the rate that would otherwise
be applicable.

     All payments under this Note are payable to Holder at P.O. Box 4933,
Syracuse, New York 13221-4933 (Attention: Treasurer of Agway, Inc.) or at such
other place as the Holder shall notify the Maker in writing. The Holder reserves
the right to require any payment on this Note, whether such payment is of a
regular installment or accelerated payment, to be wired by federal funds or
other immediately available funds or to be paid at a place other than the above
address.

     The Maker covenants and agrees that until all amounts now or hereafter due
under the terms of this Note have been paid in full, it will deliver to the
Holder, within the time periods provided therein, all of the information and
certificates it is obligated to deliver from time to time to the "Administrative
Agent" or the "Banks" under the terms of Section 5.10 (A), (B), (C), (F), (H),
and (J) of the Revolving Credit Agreement.

     The Maker further covenants and agrees to provide Holder, within one
business day of Maker's receipt, with a copy of all notices of default under the
Revolving Credit Agreement and all notices of acceleration of the indebtedness
due under the Revolving Credit Agreement.

     The Maker further covenants and agrees that if the Maker provides either
the "Banks" under the Revolving Credit Agreement or a lender under a future
revolving credit agreement (excluding any Qualified Receivables Transaction as
that term is defined in the Revolving Credit Agreement) with collateral to
secure, in whole or in part, such existing or future indebtedness, the Maker
shall provide the Holder with a security interest in Maker's assets to ensure
that the indebtedness set forth in this Note shall be ratably secured on a
parity with such Banks or lenders.

     The entire unpaid principal balance of this Note and all accrued and unpaid
interest thereon will be immediately due and payable upon the occurrence of any
                                                                            ---
of the following events:

     (1) the Maker defaults in the payment of any installment of interest
hereunder and such default continues for a period of five days after the due
date; or

     (2) the Maker defaults in the payment of principal on any due date set
forth in this Note; or

     (3) the indebtedness owed by the Maker under the Revolving Credit Agreement
is declared to be, or otherwise becomes, due and payable prior to its stated
maturity date; or

     (4) the Maker fails to perform any covenant or obligation (other than the
payment of money) required to be performed by the Maker under this Note, for
fifteen (15) days after the Holder has given written notice of such failure to
the Maker; or

     (5) the Maker shall generally not be paying debts as they become due or
files a petition or seeks relief under or takes advantage of any insolvency law;
or makes an assignment

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for the benefit of creditors; or commences a proceeding for the appointment of a
Receiver, Trustee, Liquidator, Custodian, or Conservator of the Maker or of the
whole or substantially all of the Maker's property; or the Maker files a
petition under any Chapter of the Bankruptcy Reform Act of 1978, as amended, (or
any successor statute thereto); or

     (6) a court of competent jurisdiction shall enter an order, judgment, or
decree appointing or authorizing a Receiver, Trustee, Liquidator, Custodian, or
Conservator of the Maker or of the whole or substantially all of the Maker's
property, or enter an order for relief against the Maker in any case commenced
under any Chapter of the Bankruptcy Reform of 1978, as amended, and the same is
not stayed or discharged within 60 days of entry.

     Upon such acceleration of the entire unpaid principal of this Note together
with interest accrued, the Holder may proceed to exercise any rights or remedies
that it may have under this Note or such other rights and remedies which the
Holder may have at law, equity, or otherwise.

     The Maker reserves the right to prepay this Note in whole or in part at any
time and from time to time without premium or penalty.

     This Note evidences a portion of the purchase price the Maker is paying to
the Holder for those assets that the Maker is purchasing from Agway pursuant to
the Asset Purchase Agreement between the Maker and Agway, dated as of June 20,
2000, as amended and as it may be amended from time to time hereafter (the
"Asset Purchase Agreement'). The Maker covenants and agrees that if it sells or
otherwise transfers, in an asset securitization transaction, receivables which
include receivables hereafter arising ("Agway Receivables") from the sale by
Maker of goods and services to dealers pursuant to dealer agreements that are
assigned to the Maker pursuant to the Asset Purchase Agreement, including any
amendment or replacement thereof, Maker shall promptly, upon the receipt of such
proceeds, prepay this Note in an amount equal to the net proceeds received by
Maker as a result of the sale or transfer of such Agway Receivables, which
amount shall not exceed the unpaid principal and interest.

     If, at any time after January 12, 2001, (a) the aggregate Commitments (as
that term is defined in the Revolving Credit Agreement) are increased to an
amount in excess of $189 million, or (b) if the Maker has entered into a
Qualified Receivables Transaction (as defined in the Revolving Credit
Agreement), and the aggregate Commitments under the Revolving Credit Agreement
are increased to an amount in excess of $169 million, then, within ten (10) days
of such increase, the Maker shall prepay this Note by an amount equal to such
increase.

     Maker and each endorser of this Note hereby waives presentment, protest,
demand, diligence, notice of dishonor and of nonpayment.

     The Maker hereby agrees to pay on demand all reasonable costs and expenses
actually incurred by the Holder collecting the Maker's obligations hereunder or
in enforcing or attempting to enforce any of the Holder's rights hereunder in
each case after the occurrence and during the continuance of any default in the
payment of this Note, including, but not limited to, reasonable attorneys' fees
and expenses if collected by or through an attorney, whether or not suit is
filed.

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     No failure on the part of the Holder to exercise any right or remedy
hereunder, whether before or after the happening of a default, shall constitute
a waiver thereof, and no waiver of any past default shall constitute a waiver of
any future default or of any other default. No failure to accelerate the
obligation evidenced hereby by reason of a default hereunder, or acceptance of a
past due installment, or indulgence granted from time to time shall be construed
to be a waiver of the right to insist upon prompt payment thereafter, or shall
be deemed to be a novation of this Note or as a reinstatement of the obligation
evidenced hereby or as a waiver of such right of acceleration or any other
right, or be construed so as to preclude the exercise of any right which the
Holder may have, whether by the laws of the state governing this Note, by
agreement or otherwise; and Maker and each endorser hereby expressly waive the
benefit of any statute or rule of law or equity which would produce a result
contrary to, or in conflict with, the foregoing. This Note may not be changed
orally, but only by an agreement in writing signed by the party against whom
such agreement is sought to be enforced.

     The indebtedness evidenced by this Note is a purchase money indebtedness
and is, therefore, not subject to usury laws. If, however, for whatever reason a
court determines that this Note is subject to any state or federal usury law,
the following provision shall apply. It is the intention of the parties to
conform strictly to the usury laws, whether state or federal, that are
applicable to this Note. All agreements between Maker and the Holder, whether
now existing or hereafter arising and whether oral or written, are hereby
expressly limited so that in no contingency or event whatsoever, whether by
acceleration of maturity hereof or otherwise, shall the amount paid or agreed to
be paid to the Holder, or collected by the Holder for the use, forbearance or
detention of the money to be loaned hereunder or otherwise, or for the payment
or performance of any covenant or obligation contained herein exceed the maximum
amount permissible under applicable federal or state usury laws. If under any
circumstances whatsoever fulfillment of any provision hereof, at the time
performance of such provision shall be due, shall involve exceeding the limit of
validity prescribed by law, then the obligation to be fulfilled shall be reduced
to the limit of such validity; and if, under any circumstances the Holder shall
ever receive an amount deemed interest by applicable law, which would exceed the
highest lawful rate, such amount that would be excessive interest under
applicable usury laws shall be applied to the reduction of the principal amount
owing hereunder and not to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal and such other indebtedness,
the excess shall be deemed to have been a payment made by mistake and shall be
refunded to Maker or to any other person making such payment on Maker's behalf.
All sums paid or agreed to be paid to the Holder for the use, forbearance or
detention of the indebtedness of Maker evidenced hereby, outstanding from time
to time, shall to the extent permitted by applicable law, and to the extent
necessary to preclude exceeding the limit of validity prescribed by law, be
amortized, pro-rated, allocated and spread from the date of disbursement of the
proceeds of this Note until payment in full of the loan evidenced hereby and
thereby so that the actual rate of interest on account of such indebtedness is
uniform throughout the term hereof and thereof. The terms and provisions of this
paragraph shall control and supersede every other provision of all agreements
between Maker and the Holder.

     This Note shall be governed by and construed under the laws of the State of
New York. The Maker hereby submits to personal jurisdiction in New York for the
enforcement of the Maker's obligations hereunder and waives any and all personal
rights under the law of any other state to object to jurisdiction within New
York State for the purposes of litigation to enforce such

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obligations of Maker. Maker hereby agrees that the proper venue for any action
brought to enforce, or construe, the provisions of this Note shall be in New
York Supreme Court, Onondaga County or United States District Court, Northern
District of New York in Syracuse, New York.

     Maker and Holder hereby waive trial by jury in any litigation in any court
with respect to, in connection with, or arising out of this Note, or the
obligation evidenced by this Note, or the validity, protection, interpretation,
collection or enforcement thereof.

     This Note constitutes the entire understanding between Maker and the Holder
and to the extent that any writings not signed by the Holder or oral statements
or conversations at any time made or had shall be inconsistent with the
provisions of this Note, the same shall be null and void.

     If any provision of this Note, or the application thereof, will, for any
reason and to any extent, be unlawful, invalid or unenforceable, then this Note
shall be construed as if such unlawful, invalid or unenforceable provision was
not contained herein and the remainder of this Note shall continue in full force
and effect and application of such provision will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further agree
to replace such void or unenforceable provision of this Note with a valid and
enforceable provision that will achieve, to the greatest extent possible, the
economic, business and other purposes of the void or unenforceable provision.

     The Maker's indebtedness evidenced by this Note shall rank equally with the
indebtedness to the Banks under the Revolving Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its
duly authorized officer, as of the date first written.

                                    SOUTHERN STATES COOPERATIVE, INCORPORATED

                                    By: /s/ Wayne A. Boutwell
                                        ---------------------
                                    Name:  Wayne A. Boutwell
                                    Title:  President & Chief Executive Officer
ATTEST:

/s/ K. Gene McClung
-------------------
K. Gene McClung
Group V.P.-Marketing and Logistical Services



Corporate Seal

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