SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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



                                    EXHIBITS



                                   FILED WITH



                                    FORM 10-K

                                  JUNE 30, 2002



                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)



                                     OF THE



                       THE SECURITIES EXCHANGE ACT OF 1934






                                   AGWAY INC.



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                                    EXHIBIT 3


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                                STATE OF DELAWARE

                                     [LOGO]

                          OFFICE OF SECRETARY OF STATE



         I, MICHAEL RATCHFORD,  SECRETARY OF STATE OF THE STATE OF DELAWARE,  DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OR
RESTATED  CERTIFICATE OF INCORPORATION OF "AGWAY,  INC." FILED IN THIS OFFICE ON
THE THIRD DAY OF OCTOBER, A.D. 1989, AT 10 O'CLOCK A.M.

                               * * * * * * * * * *










                                         /s/ Michael Ratchford
                                         -------------------------------------
                                         Michael Ratchford, Secretary of State

[DEPARTMENT OF STATE]
[DELAWARE SEAL]
                                         AUTHENTICATION:               *3433813
                                                   DATE:             04/30/1992

722121041


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                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   AGWAY INC.


     AGWAY,  INC., a corporation  organized and existing  under and by virtue of
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
hereby certify that:

         1.  The name of the Corporation  is  AGWAY, INC., and  the  name  under
which  the  Corporation  was  originally  incorporated  is  GLF--EASTERN  STATES
ASSOCIATION.

          The date of filing its original  Certificate of Incorporation with the
     Secretary of State was January 2, 1964.

         2. This  Restated  Certificate  of  Incorporation  only re  states  and
integrates  and does not further  amend the  provisions  of the  Certificate  of
Incorporation of the Corporation as heretofore amended or supplemented and there
is no discrepancy  between those  provisions and the provisions of this Restated
Certificate of Incorporation.

         3.  The  text  of  the  Certificate  of  Incorporation  as  amended  or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:

         FIRST.  The name of the Corporation is AGWAY, INC.

         SECOND.  Its  registered  office in the State of Delaware is located at
1209 Orange Street,  in the City of Wilmington,  County of New Castle.  The name
and address of its resident agent is The Corporation Trust Company,  1209 Orange


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Street, Wilmington, Delaware.

         THIRD.   The nature of the business and the objects and  purposes to be
transacted,  promoted  and  carried  on  and  the  powers to be exercised are as
follows:

         (1) To purchase,  manufacture,  and otherwise  acquire and procure;  to
store, transport,  process and otherwise handle; to distribute, sell, lease, and
otherwise furnish and supply:  any and all kinds of farm, garden,  orchard,  and
other supplies,  (including petroleum and its products),  material and equipment
used by farmers or used in the production of agricultural  products or livestock
and their  products,  or by-products of any of the foregoing;  and in connection
with any of the foregoing to furnish  financing  and other  services to patrons;
and to furnish  and  finance  facilities  and  agencies  through  which any such
operations may be conducted; and

         (2) To  receive,  purchase,  and  otherwise  acquire;  to grade,  pack,
process, manufacture, store and otherwise handle; to market, sell, transport and
otherwise  deal  in:  any and all  kinds  of  farm,  orchard,  garden,  or other
agricultural products or livestock and their products, and by-products of any of
the foregoing; and to furnish and finance facilities and agencies through


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which any or all of such  products  of its members  and other  producers  may be
marketed or processed and marketed.

         In  furtherance  of the  foregoing  purposes and powers and in addition
thereto,  the Corporation shall have, enjoy and exercise the following  specific
powers,  but  the  specific  powers  hereinafter  enumerated  shall  in no  wise
constitute or be construed as constituting  any curtailment or limitation of the
general powers enumerated above.

         (3) To  manufacture,  purchase or  otherwise  acquire,  invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods,  wares and  merchandise  and personal  property of every
class and description.

         (4) To acquire,  and pay for in cash, stock or bonds of the corporation
or otherwise,  the good will, rights,  assets and property,  and to undertake or
assume the whole or any part of the  obligations  or  liabilities of any person,
firm association or corporation.

         (5) To acquire,  hold,  use,  sell,  assign,  lease,  grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign  country,  patent rights,  licenses and  privileges,  inventions,
improvements and processes, copyrights, trademarks and trade

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names, relating to or useful in connection with any business
of the Corporation.

         (6) To acquire by purchase,  subscription or otherwise, and to receive,
hold, own, guarantee,  sell, assign,  exchange,  transfer,  mortgage,  pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting  trust  certificates  in  respect of the shares of capital  stock,
scrip,  warrants,  rights, bonds,  debentures,  notes, trust receipts, and other
securities,  obligations,  choses in action and  evidences  of  indebtedness  or
interest  issued  or  created  by  any  corporations,   joint  stock  companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government,  or by
any state, territory,  province,  municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights,  powers,  and  privileges of  ownership,  including the right to execute
consents and vote  thereon,  and to do any and all acts and things  necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

         (7) To purchase or otherwise  acquire all or any part of the  business,
good will, rights,  property and assets of all kinds, and assume all or any part
of the liabilities of any corporation, association, partnership or person


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engaged in any business  included in the powers or objects of this  Corporation.
To acquire and take over as a going concern, and to carry on the business of any
person,  firm,  association  or  corporation  engaged in any business which this
corporation is authorized to carry on, or, in connection  therewith,  to acquire
the good will,  and all or any part of the  assets,  and to assume or  otherwise
provide  for  all or any of the  liabilities  of the  owner  or  owners  of such
business.

         (8) To  enter  into,  make and  perform  contracts  of  every  kind and
description  including contracts of agency in which it may be principal or agent
and including also agreements of partnership  and joint venture  agreements as a
general or limited partner or in any other capacity with any other person, firm,
association,   corporation,   municipality,   county,  state,  body  politic  or
government or colony or dependency thereof.

         (9)  To  borrow  or  raise  moneys  for  any  of  the  purposes  of the
corporation and, from time to time,  without limit as to amount,  to draw, make,
accept, endorse,  execute and issue promissory notes, drafts, bills of exchange,
warrants,  bonds,  debentures and other negotiable or nonnegotiable  instruments
and evidences of  indebtedness,  and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in


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trust of the whole or any part of the  property of the  Corporation,  whether at
the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose
of such  bonds  or  other  obligations  of the  Corporation  for  its  corporate
purposes.

         (10) To purchase, hold, sell and transfer the shares of its own capital
stock;  provided it shall not use its funds or property  for the purchase of its
own shares of  capital  stock when such use would  cause any  impairment  of its
capital except as otherwise  permitted by law, and provided  further that shares
of its own  capital  stock  belonging  to it  shall  not be  voted  directly  or
indirectly.

         (11)  To  have  one or  more  offices,  to  carry  on all or any of its
operations  and  business  and  without  restriction  or limit as to  amount  to
purchase or otherwise acquire,  hold,  operate,  own, mortgage,  sell, convey or
otherwise  dispose of, real and personal property of every class and description
in any of the states,  districts,  territories or colonies of the United States,
and in any  and all  foreign  countries,  subject  to the  laws  of such  state,
district, territory, colony or country.

         (12) In general,  to carry on any other business in connection with the
foregoing,  and to have and  exercise  all the powers  conferred  by the laws of
Delaware upon corporations formed under the General Corporation Law of the

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State of Delaware, and to do any or all of the things hereinbefore set forth and
everything  incidental  or  appropriate  for  the  accomplishment  of any of the
objects or the  furtherance of any of the powers  hereinbefore  set forth to the
same extent as natural persons might or could do.

         (13) The foregoing clauses shall be construed both as objects, purposes
and powers and the  objects,  purposes  and powers  specified  in the  foregoing
clauses  shall,  except  where  otherwise  expressed,  be in nowise  limited  or
restricted by reference  to, or inference  from the terms of any other clause in
this  Certificate  of  Incorporation,  but  the  objects,  purposes  and  powers
specified in each of the foregoing  clauses of this article shall be regarded as
independent objects, purposes and powers.

         FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is one million two hundred eighty  thousand  (1,280,000)
of which stock:
         nine hundred eighty thousand  (980,000)  shares of the par value of one
hundred dollars ($100) each amounting in the aggregate to  ninety-eight  million
dollars  ($98,000,000)  shall be preferred  stock;  and three  hundred  thousand
(300,000) shares of the par value of twenty-five dollars ($25) each amounting in


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the aggregate to seven million five hundred thousand dollars  ($7,500,000) shall
be common stock.

         (1) The preferred  stock shall have no voting rights.  The  Corporation
shall be  entitled  from time to time to retire  any series or the whole of such
preferred  stock,  or by lot any portion  thereof,  upon  payment of all accrued
dividends and the par value thereof.

         The  holders of the  Series A  preferred  stock  shall be  entitled  to
receive,  when and as declared  by the Board of  Directors  of the  Corporation,
preferential dividends at the rate of 6% per annum before any dividends shall be
declared,  or paid, or set aside for any other series of preferred  stock or for
the common stock. Such dividends shall be cumulative. The Board of Directors may
declare dividends on the Series A preferred stock from time to time greater than
6% per  annum,  but not to exceed  10% per annum or the  maximum  dividend  rate
allowed by applicable  laws and  regulations.  There shall be  authorized  three
hundred fifty thousand (350,000) shares of Series A preferred stock.

         The  holders of the  Series B  preferred  stock  shall be  entitled  to
receive,  when and as declared  by the Board of  Directors  of the  Corporation,
preferential dividends at the rate of 8% per annum before any dividends shall be
declared, or paid, or set aside for any of the common stock. Such dividends


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shall be cumulative.  The Board of Directors may declare dividends on the Series
B preferred stock from time to time greater than 8% per annum, but not to exceed
10% per annum or the  maximum  dividend  rate  allowed  by  applicable  laws and
regulations.  There shall be  authorized  two hundred fifty  thousand  (250,000)
shares of Series B preferred stock.

         The  holders of the Series B-1  preferred  stock  shall be  entitled to
receive,  when and as declared  by the Board of  Directors  of the  Corporation,
preferential  dividends  at the rate of eight  percent (8%) per annum before any
dividends  shall be declared or paid,  or set aside for any of the common stock.
Such dividends shall be cumulative. The Board of Directors may declare dividends
on the Series B-1  preferred  stock from time to time greater than 8% per annum,
but not to  exceed  10% per  annum  or the  maximum  dividend  rate  allowed  by
applicable  laws and  regulations.  There shall be authorized  one hundred forty
thousand (140,000) shares of Series B-1 preferred stock.

         The  holders of the  Series C  preferred  stock  shall be  entitled  to
receive,  when and as declared by the Board of  Directors  of this  Corporation,
preferential dividends at the rate of 7% per annum before any dividends shall be
declared,  or paid,  or set aside for any of the common  stock.  Such  dividends
shall be cumulative. The Board of Directors may declare dividends on the Series


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C preferred stock from time to time greater than 7% per annum, but not to exceed
10% per annum or the  maximum  dividend  rate  allowed  by  applicable  laws and
regulations.  There  shall be  authorized  one  hundred  fifty  thousand  shares
(150,000) of Series C preferred stock.

         The  holders  of  any  other  series  of  preferred  stock   authorized
hereinafter  shall be entitled  to receive  when and as declared by the Board of
Directors of the Corporation,  preferential  dividends at a rate per annum fixed
by resolution of the Board of Directors at the time shares of any such series of
preferred stock are issued.  The authority to create and issue any new series of
preferred  stock and to increase  the  authorized  number of shares of Series A,
Series B, Series B-1,  and Series C preferred  stock is hereby  delegated to the
Board of Directors  of the  Corporation,  and there is expressly  vested in said
Board   the  right  to  fix  the   designations,   preferences   and   relative,
participating, optional or other special rights, and qualifications, limitations
or  restrictions  and  authorized  number of shares of any  series of  preferred
stock.  Dividends on such  preferred  stock shall be declared,  or paid,  or set
aside before any dividends are paid on the common stock. Such dividends shall be
cumulative.

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         There shall be an equal order of priority  with  respect to the payment
of dividends  among all series of  preferred  stock,  except  Series A preferred
stock which shall have  priority  over all other series of preferred  stock with
respect to dividends.  In the event of dissolution or liquidation,  the Series A
preferred  stock  shall be  redeemed  in full  before any payment is made to the
holders of other series of preferred stock, revolving fund certificates,  common
stock,  patrons'  equities or retained  margins.  All other  series of preferred
stock shall have equal priority in  dissolution  or  liquidation  and, after the
Series A  preferred  stock is redeemed  in full,  shall be  redeemed  before the
holders of revolving  fund  certificates,  common  stock,  patrons'  equities or
retained margins.

         The  holders of the Series HM  preferred  stock  shall be  entitled  to
receive,  when and as declared by the Board of  Directors  of this  Corporation,
preferential  dividends  at such rate per annum as is  declared  by the Board of
Directors,  but not to exceed the maximum  dividend  rate allowed by  applicable
laws and  regulations,  before any  dividends  shall be declared or paid, or set
aside for the common stock. Such dividends shall not be cumulative.  There shall
be authorized eighty thousand shares (80,000) of Series HM preferred stock.


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         In the event of  dissolution  or  liquidation,  the Series A  preferred
stock,  Series B  preferred  stock,  Series B-1  preferred  stock,  and Series C
preferred  stock  shall be  redeemed  in full  before any payment is made to the
holders of Series HM preferred stock, revolving fund certificates, common stock,
patrons'  equities or retained  margins.  The Series HM preferred stock shall be
redeemed in full  before any  distribution  to holders of  patrons'  equities or
retained margins.

         (2) The  common  stock  shall be  designated  $25 Par Value  Membership
Common  Stock;  it shall carry the exclusive  voting rights of the  Corporation,
each full share having one vote and fractional shares having no vote.  Dividends
not exceeding 8% per annum may be paid on such stock when and as declared by the
Board of Directors.  Such dividends  shall not be  cumulative.  If any holder of
such stock ceases to be a member of the Corporation, either because he owns less
than a full share of such  stock,  or  because he has ceased to be a farmer,  or
because he has done no business with the Corporation  since the beginning of its
preceding  fiscal  year,  such stock held by him may be  presented or called for
redemption.  Effective  upon any such call for  redemption,  the stock so called
shall thereafter have no right to vote or to receive any dividends. In the event
of redemption, dissolution or otherwise, each share or fractional share of such


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stock shall be entitled to its par value plus any dividend  theretofore declared
and unpaid,  but no more. In the event of  dissolution,  after the retirement of
preferred  stock  and  after  payment  in  full to  holders  of  revolving  fund
certificates,  such amount  shall be paid with  respect to such stock before any
distribution  to holders of patrons'  equities or retained  margins.  Such stock
shall not be transferable  other than to the Corporation except with its written
consent endorsed on the certificate.

         The Board of Directors is hereby expressly  authorized to determine and
state,  in the resolution or resolutions  providing for the issue of such stock,
the voting powers and the designations, preferences and relative, participating,
optional  or  other  special   rights,   and   qualifications,   limitations  or
restrictions  thereof, and to issue one or more series of stock within any class
with such voting powers and with such  designations,  preferences  and relative,
participating option or other special rights, and qualifications, limitations or
restrictions thereof as may be determined by the Board.

         FIFTH.    The minimum amount of capital with which the Corporation will
commence business is one thousand dollars ($1,000).

         SIXTH.    The Corporation is to have perpetual existence.

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         SEVENTH.  The private property of the stockholders
shall not be subject to the payment of corporate debts to
any extent whatever.

         EIGHTH.  The  following  additional  provisions  are  inserted  for the
management of the business and for the conduct of the affairs of the Corporation
and creating,  defining,  limiting and regulating the powers of the Corporation,
the directors and the stockholders:

         (1) The Board of Directors  shall have and may  exercise all  corporate
powers  of  the  Corporation  except  such  as by  law or  this  Certificate  of
Incorporation are reserved to the stockholders.

         (2) No stockholder  shall have any  pre-emptive  right to subscribe for
any issue of stock of the Corporation, whether now or hereafter authorized.

         (3)  Meetings of  stockholders  and  directors  may be held outside the
State of Delaware,  if the by-laws so provide.  The books of the Corporation may
be kept (subject to any provisions  contained in the statutes) outside the State
of  Delaware at such place or places as may be  designated  from time to time by
the Board of  Directors  or in the  by-laws  of the  Corporation.  Elections  of
directors need not be by ballot unless the by-laws of the  Corporation  shall so
provide.

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         (4) The  directors  elected at the first annual  meeting  following the
completion of the first full year of the Corporation shall be divided into three
classes;  the term of office of those of the first class to expire at the annual
meeting  next  ensuing;  of the second class one year  thereafter;  of the third
class  two  years  thereafter;  and at each  annual  election  held  after  such
classification and election,  directors shall be chosen for a full term of three
years to succeed those whose terms expire.

         NINTH.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

         To make, alter or repeal the by-laws of the Corporation.

         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the Corporation.

         By resolution passed by a majority of the whole board, to designate one
or more committees, each committee to consist of two or more of the directors of
the  Corporation,  which,  to the extent  provided in the  resolution  or in the
by-laws of the Corporation,  shall have and may exercise the powers of the Board
of Directors in the  management of the business and affairs of the  Corporation,
and may authorize the seal of the  Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as


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may be stated in the by-laws of the  Corporation  or as may be  determined  from
time to time by resolution adopted by the Board of Directors.

         TENTH. The Corporation  reserves the right to amend,  alter,  change or
repeal any provision  contained in this  Certificate  of  Incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.

         4. This Restated  Certificate of Incorporation  was duly adopted by the
Board of Directors in accordance with Section 245 of the General Corporation Law
of the State of Delaware.

         IN WITNESS WHEREOF, said AGWAY, INC. has caused this
certificate to be signed by David M. Hayes, its Vice
President, and attested by Barbara S. Woolard, its Assistant
Secretary, this 29th day of September, 1989.


                                 AGWAY, INC.

                                 By: /s/ David M. Hayes
                                    -----------------------
                                         David M. Hayes
                                         Vice President
ATTEST:

By: /s/ Barbara S. Woolard
    -----------------------
        Barbara S. Woolard
        Assistant Secretary