EXHIBIT 10


<PAGE>



[For 13 Directors]

                       DIRECTOR DEFERRED PAYMENT AGREEMENT


         AGREEMENT made this      day of                  ,  1998, between AGWAY
                             ----         ---------------
INC., a Delaware  corporation,  with its principal  office in De Witt,  New York
(hereinafter called "AGWAY"), and                            residing at
                                  --------------------------

-----------------------------------------------------------------------------
(hereinafter called "Director").

                                    RECITALS:

         A.      AGWAY has established a deferred payment program for Directors.

         B.      Director  desires  to  participate  in  the  program  upon  the
                 following terms and conditions.

                                   WITNESSETH:

         For good and  valuable  consideration,  the  parties,  intending  to be
legally bound, hereby agree as follows:

         1.       Director hereby designates (check one)

                       % of retainer (or $            of retainer) only
                   ---                     ---------
                       % of  per  diem  and  all  other  payments  other  than
                   ---
                       expense reimbursements  (or  $           of per  diem
                                                     ---------
                       and all other payments other than expense reimbursements)
                       only

                       % of  both  retainer and per diem and all other  payments
                   ---
                       other than  expense reimbursements (or $          of both
                                                               ---------
                       retainer and per diem)



                                      -1-

<PAGE>




for the  period  beginning  January  1, 1999 and  ending  December  31,  1999 be
credited to Director's Reserve Account.

         2. AGWAY shall  maintain in its accounting  records a separate  account
(herein called "Director's Reserve Account") for each Director electing deferral
of any amount under this  agreement and shall credit to the  Director's  Reserve
Account  the item or items  designated  by  Director  in  Section  1 above.  The
Director's  Reserve Account shall also be credited at the close of each calendar
quarter with an amount computed by applying the average cost-of-debt  percentage
as hereinafter defined to the total average accumulated credit of the Director's
Reserve Account. "Average cost-of-debt" as used in this agreement shall mean the
average cost to AGWAY of the debt employed by AGWAY during each calendar quarter
in the  conduct of AGWAY's  business,  and this  average  cost-of-debt  shall be
determined by the Treasurer of AGWAY.

         3. AGWAY and Director  hereby  agree that  payment from the  Director's
Reserve  Account  shall begin on the first  January 1 or July 1 that follows the
Director's  attainment of age  fifty-five  (55) or the date on which  Director's
service as Director of AGWAY  terminates,  whichever is earlier,  by at least 15
months.

This agreement by the Director shall be irrevocable;  provided, however, that at
least  twelve (12)  months  prior to January 1 or July 1  described  above,  the
Director may request,  by notice in writing to Agway,  that the  commencement of
payments be deferred to a specified  January 1 or July 1 date later than that on
which commencement was previously  scheduled.  Whether to approve such a request
shall be within the  discretion  of the  Chairman of the Board of  Directors  of
AGWAY,  or of the Vice  Chairman  should  Director  then be serving as Chairman.
Approval of such a request shall be in writing.  After approval,  Director shall
have no right to payment at any date earlier than that  specified in the written
approval. In any

                                       -2-

<PAGE>



event, payments shall commence not later than the January following the calendar
year when Director  reaches age seventy (70). AGWAY may impose a thirty (30) day
waiting period before the first payment is made.

         4. Payment will be either (a) a lump sum payment of the entire  balance
in the Director's Reserve Account; or (b) in an amount determined by multiplying
the balance in the Director's  Reserve Account at the beginning of each calendar
year during which a payment is to be made by a fraction,  the numerator of which
is one (1) and the  denominator  of which will be the number of years  remaining
during  which the  Director's  Reserve  Account  will be paid to  Director.  The
payment  election  must  be  made at  least  twelve  (12)  months  prior  to the
commencement  of payment in writing to the chief  financial  officer of AGWAY to
have the payments made:
                        (A) over 3 years;
                        (B) over 5 years;
                        (C) over 10 years;
                        (D) over 15 years; or
                        (E) over 20 years.

If a timely  election  is not made,  the entire  balance in  Director's  Reserve
Account will be paid in a single lump sum.

If the  initial  annual  payment  computed  for the  applicable  payment  period
described  above  would  be less  than ten  thousand  dollars  ($10,000),  then,
notwithstanding the prior provisions of this Section, AGWAY may make payment (at
the  sole  discretion  of  AGWAY)  either  in one  (1)  lump  sum  or in  annual
installments  over the longest period  resulting in an initial annual payment of
at least ten thousand dollars ($10,000).


                                       -3-

<PAGE>



         5. Upon furnishing  AGWAY with proper  evidence of financial  hardship,
Director  may  request  a  withdrawal  of all or  part  of  the  balance  in the
Director's  Reserve  Account.  Whether to approve such a request shall be within
the discretion of the Chief Financial Officer of AGWAY or his designee. Approval
of such a request shall be in writing.

         6. In the  event of  Director's  death,  either  before  or  after  the
payments to Director have begun,  the amount  payable,  as provided in Section 4
above, shall be paid to the beneficiary or beneficiaries  designated by Director
in the most recent  notice in writing to AGWAY in  installments  computed in the
same  manner  as if  Director  was  still  living.  If no  beneficiary  has been
designated, the amount payable, as provided in Section 4 above, shall be paid in
installments  computed  in the same manner as if  Director  was still  living to
Director's  estate or, at the sole discretion of AGWAY, the remaining balance in
the Director's  Reserve Account may be paid in a lump sum to Director's  estate.
In the event that after  payments have  commenced to the  beneficiary  or to the
beneficiaries   designated  by  Director  the  sole   beneficiary  dies  or  all
beneficiaries die, then, any remaining balance in the Director's Reserve Account
will  be  paid  in a  lump  sum  to  the  sole  beneficiary's  estate  or to the
beneficiaries'  estates.  In the absence of clear  written  instructions  to the
contrary, a designation of multiple  beneficiaries will be deemed to provide for
payment to the designated  beneficiaries in equal shares, and for the payment to
Director's estate of the share of any beneficiary who predeceases  Director.  In
the event of Director's  death before the payments to Director  have begun,  the
payments  will  commence on the January 1 or July 1, next  following the date of
Director's death.

         7.  Director  agrees  that  AGWAY's  liability  to make any  payment as
provided in this agreement shall be contingent upon Director's:


                                       -4-

<PAGE>



                  (a) being available to AGWAY for consultation and advice after
termination  of service as a director of AGWAY,  unless  Director is disabled or
deceased; and

                  (b) retaining  unencumbered any interest or benefit under this
agreement.

                  If  Director  fails  to  fulfill  any  one or  more  of  these
contingencies,  AGWAY's  obligation  under this  agreement  may be terminated by
AGWAY as to Director.

         8.  Director  also agrees that  AGWAY's  obligations  to make  deferred
payments  under this  agreement  are merely  contractual;  and that AGWAY is the
outright  beneficial  owner of,  and does not hold for  Director  as  trustee or
otherwise,  the amounts credited to Director's  Reserve  Account;  and that such
amounts are subject to the rights of AGWAY's creditors in the same manner and to
the same extent as all assets owned by AGWAY.

         9. Neither Director nor Director's beneficiary/ies shall have the right
to encumber,  commute, borrow against, dispose of or assign the right to receive
payments under this agreement.

         IN  WITNESS  WHEREOF,  AGWAY  and  Director  have  duly  executed  this
agreement the day and year first above written.

                                          AGWAY INC.

                                       /s/
                                   By:    ------------------------------
                                                  Secretary

                                       /s/
                                          ------------------------------
                                                 (Director)

                                       -5-

<PAGE>


                                -----------------

                         DESIGNATION OF BENEFICIARY/IES


Pursuant  to the  provisions  of  this  Deferred  Payment  Agreement,  I  hereby
designate as my beneficiary/ies hereunder:

--------------------------------------------------------------------------------
                            (Name of beneficiary/ies)


This  designation  is also  effective  with  respect  to any and all  amounts of
deferred  compensation accrued for my benefit under any and all Deferred Payment
Agreements executed by me in previous years.


                                                /s/
                                                   -----------------------------
                                                          (Director)

Date:               , 1998
      -------------


                                       -6-

<PAGE>

[For 2 Board officers]

                       DIRECTOR DEFERRED PAYMENT AGREEMENT

         AGREEMENT made this      day of             , 1998, between AGWAY INC.,
                             ----        ------------
a  Delaware  corporation,  with  its  principal  office  in De  Witt,  New  York
(hereinafter   called   "AGWAY"),   and                            residing   at
                                          ---------------------
                                                            (hereinafter  called
----------------------------------------------------------
"Director").

                                    RECITALS:

         A.      AGWAY has established a deferred payment program for Directors.

         B.      Director  desires  to  participate  in the  program  upon  the
                 following terms and conditions.

                                   WITNESSETH:

         For good and  valuable  consideration,  the  parties,  intending  to be
legally bound, hereby agree as follows:

         1. Director hereby  designates     % (or $         ) of annual retainer
                                        ----       ---------
for the  period  beginning  January  1, 1999 and  ending  December  31,  1999 be
credited to Director's Reserve Account.

         2. AGWAY shall  maintain in its accounting  records a separate  account
(herein called "Director's Reserve Account") for each Director electing deferral
of any amount under this  agreement and shall credit to the  Director's  Reserve
Account the amount  designated  by Director in Section 1 above.  The  Director's
Reserve  Account  shall also be credited at the close of each  calendar  quarter
with an amount  computed by  applying  the average  cost-of-debt  percentage  as
hereinafter defined to

                                       -1-

<PAGE>



the total average accumulated credit of the Director's Reserve Account. "Average
cost-of-debt"  as used in this agreement shall mean the average cost to AGWAY of
the debt  employed  by AGWAY  during  each  calendar  quarter in the  conduct of
AGWAY's  business,  and this average  cost-of-debt  shall be  determined  by the
Treasurer of AGWAY.

         3. AGWAY and Director  hereby  agree that  payment from the  Director's
Reserve  Account  shall begin on the first  January 1 or July 1 that follows the
Director's  attainment of age  fifty-five  (55) or the date on which  Director's
service as Director of AGWAY  terminates,  whichever is earlier,  by at least 15
months.

This agreement by the Director shall be irrevocable;  provided, however, that at
least  twelve (12)  months  prior to January 1 or July 1  described  above,  the
Director may request,  by notice in writing to Agway,  that the  commencement of
payments be deferred to a specified  January 1 or July 1 date later than that on
which commencement was previously  scheduled.  Whether to approve such a request
shall be within the  discretion  of the  Chairman of the Board of  Directors  of
AGWAY,  or of the Vice  Chairman  should  Director  then be serving as Chairman.
Approval of such a request shall be in writing.  After approval,  Director shall
have no right to payment at any date earlier than that  specified in the written
approval.  In any event,  payments  shall  commence  not later than the  January
following the calendar year when  Director  reaches age seventy (70).  AGWAY may
impose a thirty (30) day waiting period before the first payment is made.

         4. Payment will be either (a) a lump sum payment of the entire  balance
in the Director's Reserve Account; or (b) in an amount determined by multiplying
the balance in the Director's  Reserve Account at the beginning of each calendar
year during which a payment is to be made by a fraction,  the numerator of which
is one (1) and the  denominator  of which will be the number of years  remaining
during

                                       -2-

<PAGE>



which the  Director's  Reserve  Account  will be paid to  Director.  The payment
election must be made at least twelve (12) months prior to the  commencement  of
payment in writing to the chief financial  officer of AGWAY to have the payments
made:
                             (A) over 3 years;
                             (B) over 5 years;
                             (C) over 10 years;
                             (D) over 15 years; or
                             (E) over 20 years.

If a timely  election  is not made,  the entire  balance in  Director's  Reserve
Account will be paid in a single lump sum.

If the  initial  annual  payment  computed  for the  applicable  payment  period
described  above  would  be less  than ten  thousand  dollars  ($10,000),  then,
notwithstanding the prior provisions of this Section, AGWAY may make payment (at
the  sole  discretion  of  AGWAY)  either  in one  (1)  lump  sum  or in  annual
installments  over the longest period  resulting in an initial annual payment of
at least ten thousand dollars ($10,000).

         5. Upon furnishing  AGWAY with proper  evidence of financial  hardship,
Director  may  request  a  withdrawal  of all or  part  of  the  balance  in the
Director's  Reserve  Account.  Whether to approve such a request shall be within
the discretion of the Chief Financial Officer of AGWAY or his designee. Approval
of such a request shall be in writing.

         6. In the  event of  Director's  death,  either  before  or  after  the
payments to Director have begun,  the amount  payable,  as provided in Section 4
above, shall be paid to the beneficiary or beneficiaries  designated by Director
in the most recent

                                       -3-

<PAGE>



notice in writing to AGWAY in  installments  computed  in the same  manner as if
Director was still living.  If no beneficiary  has been  designated,  the amount
payable, as provided in Section 4 above, shall be paid in installments  computed
in the same manner as if Director was still living to  Director's  estate or, at
the sole discretion of AGWAY,  the remaining  balance in the Director's  Reserve
Account may be paid in a lump sum to Director's  estate. In the event that after
payments have commenced to the beneficiary or to the beneficiaries designated by
Director the sole beneficiary dies or all beneficiaries die, then, any remaining
balance in the Director's Reserve Account will be paid in a lump sum to the sole
beneficiary's  estate or to the beneficiaries'  estates. In the absence of clear
written  instructions to the contrary,  a designation of multiple  beneficiaries
will be deemed to provide for payment to the designated  beneficiaries  in equal
shares, and for the payment to Director's estate of the share of any beneficiary
who predeceases  Director.  In the event of Director's death before the payments
to Director  have begun,  the payments will commence on the January 1 or July 1,
next following the date of Director's death.

         7.  Director  agrees  that  AGWAY's  liability  to make any  payment as
provided in this agreement shall be contingent upon Director's:

                  (a) being available to AGWAY for consultation and advice after
termination  of service as a director of AGWAY,  unless  Director is disabled or
deceased; and

                  (b) retaining  unencumbered any interest or benefit under this
agreement.

                  If  Director  fails  to  fulfill  any  one or  more  of  these
contingencies,  AGWAY's  obligation  under this  agreement  may be terminated by
AGWAY as to Director.

                                       -4-

<PAGE>



         8.  Director  also agrees that  AGWAY's  obligations  to make  deferred
payments  under this  agreement  are merely  contractual;  and that AGWAY is the
outright  beneficial  owner of,  and does not hold for  Director  as  trustee or
otherwise,  the amounts credited to Director's  Reserve  Account;  and that such
amounts are subject to the rights of AGWAY's creditors in the same manner and to
the same extent as all assets owned by AGWAY.

         9. Neither Director nor Director's beneficiary/ies shall have the right
to encumber,  commute, borrow against, dispose of or assign the right to receive
payments under this agreement.

         IN  WITNESS  WHEREOF,  AGWAY  and  Director  have  duly  executed  this
agreement the day and year first above written.

                                      AGWAY INC.

                                             /s/
                                      By:       --------------------------------
                                                         Secretary

                                             /s/
                                                --------------------------------
                                                        (Director)




                                       -5-

<PAGE>

                           --------------------------

                         DESIGNATION OF BENEFICIARY/IES

Pursuant  to the  provisions  of  this  Deferred  Payment  Agreement,  I  hereby
designate as my beneficiary/ies hereunder:

--------------------------------------------------------------------------------
                         (Name of beneficiary/ies)


This  designation  is also  effective  with  respect  to any and all  amounts of
deferred  compensation accrued for my benefit under any and all Deferred Payment
Agreements executed by me in previous years.

                                                /s/
                                                   -----------------------------
                                                          (Director)


Date:                    , 1998
       -----------------

                                       -6-