EXHIBIT 10


<PAGE>


[For 13 Directors]

                         DEFERRED COMPENSATION AGREEMENT


         AGREEMENT made this     day of            ,  1997,  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 compensation program for
                  Directors.

         B.       Director desires to participate in the plan 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 per diem (or  $            of per diem) only
                    ----                     ----------
                         % of retainer (or  $            of retainer) only
                    ----                     ----------
                         % of both per diem and retainer (or $           of both
                    ----                                      ----------
                             per diem and retainer)
for the  period  beginning  January  1, 1998 and  ending  December  31,  1998 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

                                       -1-

<PAGE>



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
year 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 year 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 in the January  (or as soon as  practicable  after
January) next following Director's attainment of age fifty-five (55) or the date
on which  Director's  service as  Director  of AGWAY  terminates,  whichever  is
earlier.

This agreement by the Director shall be irrevocable;  provided, however, that at
least  six (6)  months  prior to  January  1 of the year in which  payments  are
scheduled to begin,  Director may request,  by notice in writing to Agway,  that
the commencement of payments be deferred to a specified  January 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

                                       -2-

<PAGE>



during  which the  Director's  Reserve  Account  will be paid to  Director.  The
payment  election must be made at least six (6) 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  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

                                       -3-

<PAGE>



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 in the January (or as soon as
practicable after January), 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.

         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

                                       -4-

<PAGE>


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)




                         DESIGNATION OF BENEFICIARY/IES



Pursuant to the  provisions of this Deferred  Compensation  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
Compensation Agreements executed by me in previous years.


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

Date              , 1997
     -------------



                                       -5-

<PAGE>



[For 2 Board officers]
                         DEFERRED COMPENSATION AGREEMENT


         AGREEMENT made this      day of           , 1997, between AGWAY INC.,
                             ----        ----------
a  Delaware  corporation,  with  its  principal  office  in  DeWitt,  New  York
(hereinafter   called   "AGWAY"),   and                            residing   at
                                        --------------------------
                                                           (hereinafter  called
-----------------------------------------------------------
"Director").

                                    RECITALS:

         A.       AGWAY has established a deferred compensation 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
                                            ----          -------
compensation  for the period  beginning  January 1, 1998 and ending December 31,
1998 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 year 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

                                       -1-

<PAGE>



AGWAY of the debt  employed by AGWAY during each calendar year 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 in the January  (or as soon as  practicable  after
January) next following Director's attainment of age fifty-five (55) or the date
on which  Director's  service as  Director  of AGWAY  terminates,  whichever  is
earlier.

This agreement by the Director shall be irrevocable;  provided, however, that at
least  six (6)  months  prior to  January  1 of the year in which  payments  are
scheduled to begin,  Director may request,  by notice in writing to Agway,  that
the commencement of payments be deferred to a specified  January 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  which the  Director's  Reserve  Account  will be paid to  Director.  The
payment  election must be made at least six (6) 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;


                                       -2-

<PAGE>


                                 (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  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

                                       -3-

<PAGE>



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 in the January (or as soon as
practicable after January), 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.

         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.


                                       -4-

<PAGE>


         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)




                         DESIGNATION OF BENEFICIARY/IES



Pursuant to the  provisions of this Deferred  Compensation  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
Compensation Agreements executed by me in previous years.


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



Date:                , 1997
     ---------------



                                       -5-