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                            PRO-FAC COOPERATIVE, INC.
                                     BYLAWS
                          (as amended August 19, 2002)



Article I:  Offices

         Section 1.  Principal Office

                  The principal office of the Cooperative shall be located in
         Rochester, New York or such other place as the Board of Directors may
         from time to time designate.

Article II:  Members

         Section 1.  Eligibility

                  All persons, partnerships, firms, corporations, institutions
         and business organizations of any kind which engage in the production
         of agricultural products which can be marketed through the Cooperative
         shall be eligible for membership in the Cooperative as shall
         cooperative corporations of such producers.

         Section 2.  Application for Membership

                  An applicant for membership in the Cooperative shall file with
         the Cooperative an application for membership in such form and
         containing such terms as shall be from time to time determined by the
         Board of Directors. Included in the application shall be a statement
         that the applicant agrees to (a) comply with and be bound by the terms
         and conditions contained in the Cooperative's Restated Certificate of
         Incorporation dated August 19, 2002, as further amended and restated
         from time to time (the "Certificate of Incorporation") and in these
         Bylaws, as further amended from time to time (the "Bylaws"); (b)
         purchase the required number of shares of common stock of the
         Cooperative as established from time to time by the Board of Directors
         based upon the quantity and type of agricultural products to be
         marketed through the Cooperative by the applicant; and (c) take into
         account, pursuant to Section 1385 and 1388 of the Internal Revenue Code
         of 1986 as amended, the stated dollar amount of any and all written
         notices of allocation received from the Cooperative and include such
         stated dollar amount in his gross income for the year in which such
         written notices of allocation are received.

         Section 3.  Approval of Application

                  An application for membership may be approved by the Board of
         Directors as herein provided if it is determined that the approval of
         the application will be for the mutual benefit of the members of the
         Cooperative and consistent with the accomplishment of its corporate
         purposes.





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         Section 4.  Membership Committee

                  The Board of Directors, by resolution adopted by a majority of
         the entire Board of Directors, may appoint a Membership Committee, a
         majority of which shall be members of the Board of Directors, each of
         whom shall hold office until such appointment is rescinded and a
         successor appointed and qualified. The Membership Committee shall have
         such functions and responsibilities as may be delegated by the Board of
         Directors, including, but not limited to, approving or rejecting
         applications for membership and for transfer of common stock by a
         member. In any case where factual information concerning the
         qualifications of an applicant is insufficient to determine
         eligibility, the matter may be referred by the Membership Committee to
         the Commodity Committee of the Cooperative (as described in Article VII
         of these Bylaws) in or near the community in which the applicant
         resides for report and recommendation to the Membership Committee.

         Section 5.  Ownership and Transfer of Common Stock

         (a)   The common stock of the Cooperative shall be issued to and owned
               by only persons, partnerships, firms, corporations, institutions,
               or other business organizations of any kind engaged in the
               production of agricultural products (and cooperative corporations
               of such producers) whose application for membership has been
               approved and who market such agricultural products annually
               through the Cooperative. The term "member" shall refer to an
               owner of common stock of the Cooperative.

         (b)   No common stock shall be transferred without the prior written
               consent of the Cooperative.

         (c)   Upon the death of an individual member, the estate of the
               deceased shall continue as a member of the Cooperative solely for
               the purpose of winding up the affairs of the deceased until all
               obligations of the deceased to the Cooperative, including those
               under the current commodity agreement, have been performed, after
               which the estate shall dispose of its common stock in the manner
               specified in Section 7.

         (d)   Upon determination by the Board of Directors that a member is no
               longer a producer of agricultural products which he sells to the
               Cooperative, then such member shall dispose of his common stock
               in the Cooperative in the manner specified in Section 7.

         (e)   Should the Cooperative discontinue a crop, then it shall notify
               all members whose ownership of common stock is based upon their
               marketing such crop through the Cooperative and direct such
               members within a time specified by the Board of Directors in its
               discretion to sell their common stock to the Cooperative for cash
               at the par value thereof, plus any declared but unpaid dividends
               as of the date of such sale.

         (f)   Should a member desire or be required by the Cooperative
               permanently to reduce the quantity of a crop which he sells to
               the Cooperative, then such member shall

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               in the manner specified in Section 7 of this Article, dispose of
               such number of shares of his common stock as is necessary to
               bring his ownership of common shares into the proper relationship
               to the quantity and type of agricultural products which he
               markets through the Cooperative as determined by the Board of
               Directors.

         Section 6.  Expulsion

         (a)   The Board of Directors, acting through its Membership Committee
               if it elects to do so, may expel any member of the Cooperative if
               it determines that such member (1) has become in default in
               payment of his subscription for common stock, or (2) willfully
               fails to comply with these Bylaws or otherwise obstructs the
               purposes or proper activities of Cooperative, or (3) has
               defaulted in his obligation under the general marketing
               agreement, crop agreement, or any other agreement with the
               Cooperative.

         (b)   A member may be expelled from the Cooperative only after a
               hearing before the Membership Committee. The member shall be
               given by mail or in person at least five days' written notice of
               such hearing, which indicates the intention to consider such
               expulsion and specifies the proposed reasons therefore. The
               member shall be given an opportunity to appear and be heard at
               such hearing. If after such hearing the Committee determines that
               the member should be expelled, he shall have the right to appeal
               the decision to the full Board of Directors. The decision of the
               Board of Directors in such a case shall be final.

         (c)   If a member is expelled as provided herein, the Cooperative shall
               cause written notice of such action to be mailed to the member.

         (d)   A member expelled from the Cooperative under this Section shall
               dispose of his common stock as specified in Section 7.

         Section 7.  Procedure on Transfer

                  A member who is obligated to dispose of his common stock in
         the Cooperative shall do so as follows:

         (a)   A member shall make a reasonable effort to find another grower
               who is willing to purchase the common stock of such member and
               assume all his obligations to the Cooperative and who meets all
               requirements for membership in the Cooperative. The Cooperative
               may assist the member in finding such a grower and shall give the
               member a reasonable time within which to try to find such a
               grower.

         (b)   The Cooperative shall notify the member when such reasonable time
               has expired, at which time the member must then promptly sell his
               common stock to the Cooperative for cash at the par value thereof
               plus any dividends thereon which have been declared but remain
               unpaid.



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         Section 8.  Rights of Transferees

                  No one shall become a member of the Cooperative unless an
         application for membership is filed in accordance with Section 2 of
         this Article and is approved as provided in Section 3 of this Article.

         Section 9.  Special Membership Interests

                  In addition to common stock, certain current and former
         members of the Cooperative may hold Special Membership Interests
         created in accordance with the Certificate of Incorporation. Such
         Special Membership Interests shall be transferable only by inheritance
         upon the death of the holder thereof or with the prior written consent
         of the Cooperative in its sole discretion and shall have only those
         rights, preferences and powers specified in the Certificate of
         Incorporation.

Article III:  Meetings of Members

         Section 1.  Meetings of Members

         (a)   Annual, special and regional meetings of members of the
               Cooperative shall be held at such time and place and upon such
               terms and conditions as shall be determined by the Board of
               Directors. Written notice of the time, place and any particular
               known business to be transacted at such meeting shall be given by
               mailing, not less than ten nor more than fifty days prior to the
               meeting, postage prepaid, a copy of such notice directed to each
               eligible voter at his address as it appears on the books of the
               Cooperative.

         (b)   The Board of Directors may direct that, in lieu of or in addition
               to a single annual or special meeting of members, one or more
               regional membership meetings be held in the regions, or in
               combinations of the regions, designated by the Board of
               Directors. Such regional meetings shall be conducted as provided
               in this Article and as otherwise determined by the Board of
               Directors.

         (c)   Should the Board of Directors direct the holding of regional
               meetings of members as herein provided, then notice of such
               meetings shall be given to all members in each region in the
               manner provided in Section 1(a) of this Article. If so requested
               by the Board of Directors, at a regional meeting the members
               shall from their number elect a delegate and alternate delegate
               (who shall act if the delegate is unable to serve) to represent
               the members at any meeting of delegates. Delegates and alternate
               delegates shall be selected and authorized to act as follows:

               (1)  Delegates and alternate delegates shall be nominated and
                    elected in the same manner as provided herein for the
                    nomination and election of regional directors.

               (2)  Delegates and alternate delegates shall be elected for a
                    term of one year, or until their successors have been duly
                    elected and qualified. At all meetings



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                    of delegates a majority of the delegates (or any alternate
                    delegates if they are serving instead of the delegates)
                    shall constitute a quorum.

               (3)  Any action required to be taken by the entire membership of
                    the Cooperative may, if requested by the Board of Directors,
                    be taken in their behalf by the delegates at a meeting of
                    delegates.

               (4)  To the maximum extent possible, the members shall at
                    regional meetings instruct their delegates as how to vote at
                    any meeting of delegates. At any meeting of delegates each
                    delegate shall, as to all matters voted upon by members at a
                    regional meeting, have a number of votes equal to the total
                    votes cast by the members in his region at such regional
                    meeting, and he shall cast those votes in the same manner as
                    those votes were cast at the regional meeting.

               (5)  As to any matter properly submitted to a meeting of
                    delegates which has not been voted upon by members at a
                    regional meeting, each delegate shall cast in a manner which
                    he believes to be in the best interest of the Cooperative
                    all votes available to be cast by the members in the region
                    represented by such delegate.

         Section 2.  Special Meetings

                  A special meeting of members or delegates may be called by a
         majority of the Board of Directors or of the members. Notice of such
         special meeting, specifying the time, place and purpose for which it is
         called, shall be given to each member (or if a delegate meeting is
         called, to each delegate) in the manner provided in Section 1(a) of
         this Article.

         Section 3.  Quorum & Voting

         (a)   At all meetings of the members, the members present shall
               constitute a quorum. At any annual, special or regional meeting
               of members, duly called in accordance with these Bylaws and
               applicable law, the written vote of an absent member signed by
               him shall be received and counted, provided he shall have been
               previously notified in writing of the substance of the motion or
               resolution upon which such vote is taken. At all annual and
               special meetings of members and all regional meetings of members
               with respect to the election of directors, delegates and
               alternate delegates, all decisions (except decisions on matters
               otherwise regulated by statute or otherwise governed by these
               bylaws) shall be determined by the majority vote of the members
               present in person or voting by mail as herein provided. At all
               regional meetings of members other than those as they relate to
               the election of directors, delegates or alternate delegates, all
               decisions (except decisions on matters otherwise regulated by
               statue or otherwise governed by these bylaws) shall be determined
               by the majority vote of the aggregate number of members present
               in person or voting by mail as herein provided at all such
               regional meetings, taken in the aggregate.



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         (b)   All voting by members and delegates shall be as described in
               these Bylaws, and voting by proxy shall not be permitted.

         (c)   The delegates may take action without a meeting upon the
               unanimous written consent of all of the delegates.

         Section 4.  Inspectors of Election

                  Two inspectors of election shall be appointed by the chairman
         of the meeting at each annual meeting or regional meeting of members to
         serve for that meeting. If any inspector shall not be present or shall
         decline to serve, the chairman shall appoint an inspector to fill his
         place.

         Section 5.  Voting Rights of Special Membership Interests

                  In the event that the holders of Special Membership Interests
         have voting rights on any matter pursuant to the Certificate of
         Incorporation, they shall receive notice of and be entitled to attend
         the meeting of members or Board of Directors at which such matter is
         considered. The holders of Special Membership Interests shall vote
         separately as a class on the matter in question, with each such holder
         having one vote regardless of the face value of his Special Membership
         Interest. At the meeting, the written vote of an absent holder signed
         by him shall be received and counted along with the votes cast in
         person, and the presence, in person or by written ballot, of a majority
         of the total number of holders of Special Membership Interests shall
         constitute a quorum. All decisions shall be determined by a majority
         vote of the aggregate number of holders of Special Membership Interests
         present in person plus those voting by written ballot, provided that a
         quorum is present at the time of the vote.

Article IV.  Directors

         Section 1.  Number of Directors

                  There shall be no fewer than eleven (11) nor more than
         eighteen (18) directors of the Cooperative, with the exact number to be
         determined from time to time by resolution of the Board.

         Section 2.  Term of Office

                  Except as provided in Section 5(b) and (c) of this Article,
         directors shall serve for the term of three (3) years or until their
         successors shall have been duly elected and qualified.

         Section 3.  Election of Directors

         (a)   Directors shall be chosen by a plurality of the votes cast at any
               meeting called for that purpose, and substantially one-third
               (1/3) of their number shall be elected each year.



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         (b)   The Board of Directors shall divide the territorial area in which
               the Cooperative operates into regions and shall designate the
               number of directors to be elected from each region so as to
               attain reasonably balanced regional representation on the Board
               of Directors based upon the value of raw product delivered by the
               members in each region. The Board of Directors may in its
               discretion further divide any region into districts within the
               region.

         (c)   The Board of Directors may appoint a number of Directors no
               greater than one-fifth (1/5) of the entire number of Directors to
               represent primarily the interest of the general public in the
               Cooperative. Such directors need not be members of the
               Cooperative.

         (d)   The members in each region shall elect the director or directors
               for that region. In any region which is divided into districts,
               the members in each district shall elect the directors from that
               district.

         Section 4.  Nomination of Directors

         (a)   The members of each region of the Cooperative shall elect a
               nominating committee for their region. In any region which is
               divided into districts there shall be a nominating committee for
               each district elected by the members of the district. Each
               committee member shall serve for a two-year term with
               substantially one-half of the membership of the committee elected
               each year.

         (b)   Directors representing each region or district shall be nominated
               by the regional or district nominating committees formed pursuant
               to these Bylaws. Additional nominations of directors may
               otherwise be made only by members from the floor of the meeting
               at which directors are to be elected.

         (c)   All nominees for director, to be validly nominated must meet such
               qualifications for office as are established under these Bylaws
               or by law.

         Section 5.  Revision of Regional Representation

         (a)   Should there be major shifts in the geographical distribution of
               members or the production of raw products delivered to the
               Cooperative, the Board of Directors shall redistribute the number
               of Directors representing one or more regions or shall revise the
               boundaries of one or more regions so as to maintain reasonably
               balanced regional representation on the Board of Directors based
               upon the value of raw product delivered in each region.

         (b)   In case the number of Directors representing a region is to be
               reduced by a redistribution as provided in Section 5(a), then in
               order to facilitate that reduction the Board of Directors may
               request (but not compel) the resignation as a director of all
               directors from the region (or from a district within a region)
               affected whose terms will not have expired as of the time such
               reduction is to become effective.



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         (c)   In acting pursuant to this Section 5, the Board of Directors may
               request the nominating committees for the affected regions or
               districts to nominate members for election to those vacant
               directorships which the region or district may be entitled to
               elect after the redistribution of director representation as
               provided in this Section 5. At a meeting of the members of the
               affected region or district called upon such terms as may be
               determined by the Board of Directors, directors may be elected to
               fill such vacant directorships as the members of the affected
               regions or districts may be entitled to elect after the
               redistribution of director representation as provided in this
               Section 5. Such directors shall be nominated for and elected to
               such directorships for terms of one to three years so that the
               terms of substantially one-third of all directors shall expire
               each year.

         Section 6.  Board Vacancies

                  Vacancies in the Board of Directors occurring during the year
         caused by death, resignation or otherwise, may, until the next meeting
         of members called for the election of a successor director, be filled
         by a majority vote of the remaining directors at any meeting of the
         Board of Directors. Vacancies shall be filled by members from the
         region or district in which the vacancy occurs.

         Section 7.  Compensation

                  Directors, as such, shall not receive any stated salary, but
         as fixed by resolution of the Board of Directors, a stated sum and
         expenses of attendance may be allowed for such meetings as they
         necessarily attend in behalf of the Cooperative.

         Section 8.  Power of Directors

                  Subject to the provisions of the Certificate of Incorporation
         and of these Bylaws, the business of the Cooperative shall be managed
         and conducted by the Board of Directors. The Board may adopt rules and
         regulations for the conduct of its meetings and for the management of
         the affairs of the Cooperative and may adopt additional bylaws
         consistent with the laws of the State of New York and with these
         Bylaws, provided such additional bylaws are submitted for the approval
         of members at the next annual meeting, or at the next regional meeting
         of members held in lieu of an annual meeting, or at a special meeting
         called for such purpose.

         Section 9.  Committees of the Board

                  The Board of Directors, by resolution adopted by a majority of
         the entire board, may designate from among its members an executive
         committee and other committees, each consisting of three or more
         directors, and each of which, to the extent provided in such
         resolution, shall have all the authority of the Board, except as to the
         following matters:

         (a)   The submission to members of any action that by law requires
               authorization of members;



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         (b)   The filling of vacancies in the Board of Directors or in any
               committee;

         (c)   The fixing of compensation of any director for serving on the
               Board or on any committee;

         (d)   The amendment or repeal of the Bylaws, or the adoption of new
               bylaws; and

         (e)   The amendment or repeal of any resolution of the Board of
               Directors which by its terms shall not be so amendable or
               repealable.

                  The Board of Directors may designate one or more directors as
         alternate members of any such committee, who may replace any absent
         member or members at any meeting of such committee. Each such committee
         (and each member of such committee) shall serve at the pleasure of the
         Board of Directors.

                  Each committee, by resolution adopted by a majority of the
         entire committee, may appoint subcommittees and each such subcommittee
         may be referred to as a "committee" of the Board. Such subcommittees,
         to the extent provided in the resolution, shall have the authority of
         the Board, except as to the matters enumerated in (a)-(e) above.

Article V:  Meetings of Directors

         Section 1.  Place of Meetings

                  All meetings of the Board of Directors shall be held at the
         principal office of the Cooperative or at such other places as the
         Board of Directors, from time to time, may determine.

         Section 2.  Regular Meetings

                  Regular meetings of the Board of Directors shall be at such
         time as may be fixed by the directors for regular meetings.

         Section 3.  Special Meetings

                  Special meetings of the Board of Directors may be called by
         the president or the secretary and shall be called by the president at
         any time at the request of any three directors.

         Section 4.  Notice

                  Written notice of each regular meeting of the Board of
         Directors shall be mailed to each director not less than five days
         before each regular meeting. Notice of special meetings shall be given
         not less five days before the meeting, if given by mail, or three days
         before the meeting, if given by telephone or telegram, and such notice
         shall state the purpose of the meeting. No other business shall be
         transacted at a special meeting except with the unanimous consent of
         all directors. Notice of meeting need not be given to any director who
         submits a signed waiver of notice whether before or after the meeting,
         or



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         who attends the meeting without protesting, prior to the meeting or at
         its commencement, the lack of notice to him.

         Section 5.  Quorum

                  A majority of all the directors shall constitute a quorum for
         the transaction of business at any meeting.

         Section 6.  Official Acts of the Board

                  Each of the official acts of the Board of Directors shall be
         by a majority vote of the directors present at any duly convened
         meeting. The Board may take action without a meeting upon the unanimous
         written consent of all the Directors.

Article VI:  Officers

         Section 1.  Officers and Agents

         (a)   The officers of the Cooperative shall be a president, a vice
               president, a secretary, a treasurer, and a general manager, who
               shall be elected by the Board of Directors immediately after each
               annual meeting of members or delegates. Any two of the aforesaid
               offices, except those of president and secretary, may be held by
               the same person.

         (b)   The Board may elect such other officers as it shall deem
               necessary, who shall have such authority and shall perform such
               duties as from time to time shall be prescribed by the Board.

         Section 2.  Term of Office

                  The officers of the Cooperative shall hold office for one year
         and until their successors are chosen and qualify in their stead. Any
         officer may be removed at any time by the affirmative vote of a
         majority of the directors. If any office becomes vacant for any reason,
         the vacancy shall be filled by the Board of Directors.

         Section 3.  President

                  The president shall be a member and director of the
         Cooperative; he shall preside at all meetings of members, delegates and
         directors.

         Section 4.  Vice President

                  The vice president shall be a member and director of the
         Cooperative, in the absence or disability of the president, he shall
         perform the duties and exercise the power of the president. He shall
         also perform such other duties as the Board of Directors shall
         prescribe.

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         Section 5.  Secretary

               The secretary shall attend all meetings of the Board of
         Directors and of the members or delegates and shall

         (a)   give or cause to be given a notice of all meetings of members,
               shareholders, delegates and the Board of Directors,

         (b)   record or cause to be recorded all votes and minutes of the
               proceedings of such meetings,

         (c)   have custody of the seal of the Cooperative and affix it to any
               instrument when authorized by the Board of Directors,

         (d)   perform or cause to be performed such other duties as may be
               prescribed by the Board of Directors.

         Section 6.  Treasurer

               The treasurer shall

         (a)   have custody of the funds of the Cooperative,

         (b)   keep or cause to be kept full and accurate accounting of receipts
               and disbursements in books belonging to the Cooperative,

         (c)   deposit or cause to be deposited, all money and other valuable
               effects in the name and to the credit of the Cooperative in such
               depositories as may be designated by the Board of Directors,

         (d)   disburse or cause to be disbursed, the funds of the Cooperative
               as may be ordered by the Board of Directors, taking proper
               vouchers for such disbursements,

         (e)   render or cause to be rendered to the president, directors and
               members an accounting of all his transactions as Treasurer and of
               the financial condition of the Cooperative,

         (f)   give, or cause to be given to the Cooperative, if required by the
               Board of Directors, a bond in such sum or sums with such surety
               or sureties as shall be satisfactory to the Board, conditioned
               upon the faithful performance of his duties and for restoration
               to the Cooperative in case of his death, resignation, retirement,
               or removal from office, of all books, papers, vouchers, money and
               other property of whatever kind in his possession or under his
               control belonging to the Cooperative.



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         Section 7.  General Manager

                  The General Manager shall be the chief executive officer of
         the Cooperative and shall see that all orders and resolutions of the
         Board of Directors are carried into effect.

Article VII:  Commodity Committees

         Section 1.  Formation

                  There shall be a commodity committee representing the
         member(s) for each of the major crops produced for the Cooperative as
         determined by the Board of Directors.

         Section 2.  Committee Members

                  The number, distribution, and method of election of committee
         members, each of whom shall be a member of the Cooperative, shall be
         determined by the Board of Directors.

         Section 3.  Purpose

                  Commodity Committees are charged with the responsibility of
         counseling and advising the Board of Directors and officers and
         management of the Cooperative on matters generally associated with the
         specific crop, the growers of which they represent. The committees
         shall also act in matters referred to them by the membership committee
         under Article II, Section 4 hereof, and shall have such other functions
         as may be delegated by the Board.

Article VIII:  Investment Summaries and Shares of Stock

         Section 1.  Investment Summaries

                  To the extent a determination to issue certificates is not
         made pursuant to Section 2 of this Article, the Cooperative shall
         issue, not less frequently than annually, investment summaries to each
         member or shareholder of the Cooperative, which shall set forth the
         entire interest of the member or shareholder in the Cooperative as of
         the date it is issued.

         Section 2.  Certificates of Stock

                  The Board of Directors may determine to issue certificates for
         some or all of its capital stock. The certificates of stock of the
         Cooperative shall be numbered and entered in the books of the
         Cooperative as they are issued. They shall exhibit the holder's name
         and the number of shares and shall be signed by the president or vice
         president and the treasurer or an assistant treasurer or the secretary
         or an assistant secretary.

         Section 3.  Lost Certificates

                  Should it appear that a stock certificate issued by the
         Cooperative has been lost, the Board of Directors may direct that a new
         certificate or certificates be issued in place



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         of any certificates theretofore issued by the Cooperative, alleged to
         have been lost or destroyed, upon the making of an affidavit of the
         fact by the person claiming the certificate of stock to be lost or
         destroyed. When authorizing such issue of a new certificate or
         certificates, the Board of Directors may, in its discretion and as a
         condition precedent to the issuance thereof, require the owner of such
         lost or destroyed certificate or certificates, or his legal
         representative, to advertise the same in such manner as it shall
         require and/or give the Cooperative a bond in such sum and with such
         surety or sureties as may direct as indemnity against any claim that
         may be made against the Cooperative with respect to the certificate
         alleged to have been lost or destroyed.

         Section 4.  Stock Ownership

                  The Cooperative shall be entitled to treat the holder of
         record of any share or shares of stock as the holder in fact thereof,
         and accordingly shall not be bound to recognize any equitable or other
         claim to or interest in such share on the part of any other person
         whether or not it shall have express or other notice thereof, except as
         expressly provided by the laws of New York.

         Section 5.  Closing of Transfer Books or Fixing of Record Date

                  The Board of Directors may prescribe a period not exceeding
         fifty days prior to the date of meetings of the members and
         shareholders or prior to the last day on which the consent or dissent
         of members and shareholders may be effectively expressed for any
         purpose without a meeting, during which no transfer of stock on the
         books of the Cooperative may be made; or in lieu of prohibiting the
         transfer of stock, may fix a time not more than fifty days prior to the
         date of any meeting of members and shareholders or prior to the last
         day on which the consent or dissent of members and shareholders may be
         effectively expressed for any purpose without a meeting, as the time of
         which members and shareholders entitled to notice of and to vote at
         such a meeting or whose consent or dissent is required or may be
         expressed for any purpose, as the case may be, shall be determined; and
         all persons who were holders of record of voting stock at such time and
         no others shall be entitled to notice of and to vote at such meeting or
         to express their consent or dissent, as the case may be. The Board of
         Directors may also fix a time not exceeding fifty days preceding the
         date fixed for the payment of any dividend or the making of any
         distribution, or for the delivery of evidence of rights, or evidence of
         interests arising out of any change, conversion or exchange of capital
         stock, as a record time for the determination of the members and
         shareholders entitled to receive any such dividend, distribution,
         rights or interests, or at its option, in lieu of so fixing a record
         time, may prescribe a period not exceeding fifty days prior to the date
         for such payment, distribution or delivery during which no transfer of
         stock on the books of the Cooperative may be made.



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Article IX:  Processing and Marketing

         Section 1.  Agent Growers

                  A member of the Cooperative may on a temporary basis contract
         with another grower who may, but need not be, a member of the
         Cooperative, to fulfill all or a part of the member's obligation to
         deliver crops to the Cooperative, provided such agreement is approved
         by the Membership Committee of the Board of Directors. Such grower
         shall be referred to as an "agent grower."

         Section 2.  Delivery of Members' Products

                  It shall be the duty of every member and agent grower to
         deliver his crops to the Cooperative for marketing in accordance with
         the terms and conditions of, and in the amounts specified in, the
         general marketing agreement, the annual crop agreements, or any
         agreement between him and the Cooperative. It shall be the duty of the
         Cooperative to receive and market such crops in accordance with the
         terms and conditions of all such agreements.

         Section 3.  Cooperative's Control

                  All handling of the products of members and agent growers
         produced under agreement with the Cooperative shall upon delivery to
         the Cooperative be under the full and exclusive control of the
         Cooperative and its agents and representatives, and the Cooperative
         shall have the full and unqualified right to take title to such
         products and process, sell, mortgage, pledge or otherwise encumber,
         dispose of or transfer them and to sue on, enforce and compromise any
         rights or claims arising out of any transaction involving such
         products. No member or agent grower shall have any rights or shall
         exercise any control over any products delivered by virtue of having
         furnished such products, other than as may be expressly provided in
         these Bylaws or in any agreement with the Cooperative.

         Section 4.  Liens

                  The Cooperative shall have a lien upon all of the products of
         any member or agent grower to be marketed through the Cooperative,
         whether harvested or growing, and upon all sums payable to the member
         or agent grower, as security for the payment to the Cooperative of all
         sums owing from such member or agent at any time, including the sums
         due as damages pursuant to any crop purchase or other agreement.

         Section 5.  Non-Member Dealings

                  The Cooperative shall have the right to handle the products
         of, provide services to, or otherwise deal with non-members upon such
         terms and conditions as the Board of Directors may from time to time
         determine, but the total value of all such products, services and
         dealings shall not exceed the total value of the business transacted
         with or for its members.



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         Section 6.  Other Activities

                  The Cooperative shall have the right to engage in such other
         activities, including but not limited to, the furnishing of equipment
         and supplies to members and agent growers, research and advertising, as
         may be conducive to the attainment of its purposes.

Article X:  Proceeds and Disposition of Proceeds

         Section 1.  Commercial Market Value

                  The commercial market value of each crop marketed through the
         Cooperative shall be determined pursuant to the amended and restated
         Marketing and Facilitation Agreement with Agrilink Foods, Inc. dated
         August 19, 2002.

         Section 2.  Pools

                  The Cooperative shall operate with a single pool, unless the
         Board of Directors determines that additional pools are advisable. The
         term "pool" means the grouping together each fiscal year, for
         accounting purposes, of the operations concerned with the determination
         of proceeds derived from a commodity or group of commodities.

         Section 3.  Patronage Proceeds

                  The patronage proceeds of the Cooperative shall be its gross
         receipts derived from sources which under law qualify as patronage
         income, including income from the sale of raw products and all income
         from other patronage sources, less its operating expenses properly
         attributable to the production of such patronage income, including
         overhead, interest, dividends on capital stock to the extent funded
         from current earnings, maintenance, depreciation, obsolescence,
         depletion, bad debts, and other proper costs, all as determined by the
         Board of Directors in accordance with regular business practices and
         sound accounting principles. Capital gains and capital losses shall be
         distributed as determined by the Board of Directors in its discretion
         after considering the current federal income tax law and regulations.

         Section 4.  Members' Share of Patronage Proceeds; Reduction of
         Commercial Market Value

                  Each member's and each agent grower's pro rata share of the
         patronage proceeds shall be determined annually by dividing the
         patronage proceeds by the total raw product value (commercial market
         value times total quantity delivered); this gives the percent of
         commercial market value earned. The multiplication of that percentage
         by the raw product value delivered by each member and agent grower
         determines the pro rata share of patronage proceeds of each member and
         agent grower.

                  Subject to the penultimate paragraph of this Section 4, in any
         year in which patronage proceeds as determined pursuant to Sections 3,
         4 and 8 are less than commercial market value determined pursuant to
         Section 1, there shall be paid or allocated to each member and agent
         grower as the purchase price for his crops as



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         provided in Section 5 only the amount of commercial market value as
         determined pursuant to Section 1 reduced by the amount equal to each
         member's or agent grower's share of the difference between such
         commercial market value and the patronage proceeds. In addition, in any
         such year in which patronage proceeds are less than commercial market
         value, there shall be paid or allocated to each member and agent grower
         his share of funds available for such payment or allocation pursuant to
         any commercial market value stabilization program adopted by the Board
         of Directors, up to a total payment or allocation of full commercial
         market value as determined under Section 1 or the maximum amount
         available under the program, whichever is less.

                  In any year in which patronage proceeds as determined pursuant
         to Sections 3, 4 and 8 are less than commercial market value determined
         pursuant to Section 1, any reduction in accordance with the preceding
         paragraph of this Section 4 shall be accomplished as determined by the
         Board of Directors of the Cooperative.

                  Notwithstanding any provision herein to the contrary, the
         Board of Directors of the Cooperative may elect to retain a portion or
         all of the patronage proceeds otherwise payable as necessary for the
         operations of the Cooperative and for the establishment of such reserve
         funds as the Board of Directors deems fair and reasonable. The
         patronage proceeds so retained shall be allocated among the members and
         agent growers entitled thereto, and the Cooperative shall cause written
         notice of such allocation to be sent to each such member and agent
         grower.

                  Notwithstanding any provision herein to the contrary, if at
         any time after August 19, 2002 the Cooperative receives any capital
         gain from or as a result of (i) the sale or other disposition of all or
         substantially all of the stock of Agrilink Foods, Inc. (or any
         successor by merger on or before August 19, 2002) ("Agrilink") held by
         the Cooperative, (ii) the sale, lease, exchange or transfer of all or
         substantially all of the assets of Agrilink, (iii) the consolidation or
         merger of Agrilink with or into one or more other corporations, or (iv)
         the liquidation, dissolution or winding up of Agrilink ((i), (ii),
         (iii) and (iv) each being referred to as an "Event"), such gain shall
         be paid and/or allocated to the current and former members of the
         Cooperative in proportion to their respective aggregate patronage
         deliveries of crops to the Cooperative during the period commencing on
         June 30, 2002 and ending on the date of the Event, as determined by the
         Board of Directors.

         Section 5.  Payment or Allocation of Patronage Proceeds

                  Without any further action on the part of any officer or the
         Board of Directors of the Cooperative, the Cooperative shall be
         absolutely liable for the payment or allocation as herein provided to
         each member and agent grower of the pro rata share of patronage
         proceeds of each member and agent grower determined pursuant to Section
         4, except to the extent the Certificate of Incorporation requires a
         different allocation or payment. Such payment or allocation shall be
         accomplished annually within eight and one-half months of the close of
         the fiscal year of the Cooperative.



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         Section 6.  Retention of Patronage Proceeds

                  In any year in which patronage proceeds as determined pursuant
         to Sections 3, 4, and 8 are greater than commercial market value
         determined pursuant to Section 1, and upon such terms and conditions
         and in such amounts as are deemed advisable in the discretion of the
         Board of Directors, a portion or all of the patronage proceeds may be
         retained in the Cooperative for use as working capital or for such
         other purposes as may be determined by the Board of Directors. The
         patronage proceeds so retained shall be allocated among the members and
         agent growers entitled thereto, and the Cooperative shall cause written
         notice of such allocation to be sent to each such member and agent
         grower. Subject to any limitations or restrictions that may be imposed
         in the financing documents, the balance of the patronage proceeds not
         so retained shall be paid in cash.

         Section 7.  Taxable Income of Members

                  Each member of the Cooperative, and, as applicable, each agent
         grower as described in Article IX, Section 1, shall take into account,
         pursuant to Section 1385 and 1388 of the Internal Revenue Code of 1986
         as amended, the stated dollar amount of any and all written notices of
         allocation received from the Cooperative and shall include such stated
         dollar amount in his gross income for tax purposes for the year in
         which such written notice of allocation is received.

         Section 8.  Non-Patronage Proceeds

                  The non-patronage proceeds of the Cooperative shall be its
         gross receipts derived from all sources which under law do not qualify
         as patronage income, less all expenses properly attributable to the
         production of such non-patronage income. Non-patronage proceeds shall
         be used in behalf of the Cooperative and its members in accordance with
         such lawful purposes as may be determined by the Board of Directors. In
         any year in which non-patronage expenses exceed non-patronage income so
         that there is a loss from the non-patronage activities of the
         Cooperative, such non-patronage loss shall be deducted from patronage
         proceeds determined in accordance with Sections 3 and 4 of this article
         before payment and allocation of patronage proceeds is made pursuant to
         Sections 5 and 6 of this article.

         Section 9.  Dissolution.

         (a)   Upon dissolution or other termination of the Cooperative or its
               business, after the payment of all debts, amounts allocated to
               members and agent growers but retained by the Cooperative shall
               be paid in full, or on a pro rata basis without priority, before
               any liquidating dividends are declared on or with respect to
               capital stock of the Cooperative and before any liquidating
               payments are made with respect to the Special Membership
               Interests.

         (b)   After the payments provided for above in subsection (a), the
               holders of the Cooperative's preferred stock (the "Preferred
               Stock") shall be entitled to be paid, before any sums shall be
               paid or any assets distributed to holders of common stock out of
               assets of the Cooperative available for distribution to holders
               of the



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               Cooperative's capital stock and before any liquidating payments
               are made with respect to the Special Membership Interests, their
               liquidation amounts or preferences as provided in the
               Cooperative's Certificate of Incorporation.

         (c)   After payments to the holders of Preferred Stock, and subject to
               the preferences upon liquidation, dissolution or winding up of
               the holders of Preferred Stock, holders of each share of common
               stock shall be entitled to be paid, before any liquidating
               payments are made with respect to the Special Membership
               Interests, out of the assets of the Cooperative available for
               distribution to holders of the Cooperative's capital stock, the
               sum of $5.00 (plus declared but unpaid dividends) per share of
               common stock. If the assets of the Cooperative are insufficient
               to permit payment in full to holders of common stock as provided
               in this Section 9(c), then the entire assets of the Cooperative
               available for distribution shall be distributed ratably among the
               holders of the common stock according to the respective amounts
               which would be payable in respect of the shares held by them upon
               such distribution if all amounts payable on or with respect to
               said shares were paid in full.

         (d)   After the payments provided for above in subsection (c), the
               holders of Special Membership Interests shall be entitled to be
               paid in accordance with the Cooperative's Certificate of
               Incorporation.

         (e)   After the payments provided for above in subsection (d), all
               remaining assets available for distribution shall be distributed
               to the members and former members of the Cooperative in
               proportion to their respective patronage deliveries of crops to
               the Cooperative during the preceding six fiscal years.

         Section 10.  Guarantee

                  The Cooperative may, by resolution of the Board of Directors,
         guarantee and endorse the notes, checks, drafts or borrowings of any
         other corporation, and any bank or trust company shall be fully
         protected under any such guarantee or endorsement upon receipt of a
         copy of any such resolution duly certified by the secretary of the
         Cooperative.

         Section 11.  Fiscal Year

                  The fiscal year of the Cooperative shall be as determined from
         time to time by the Board of Directors of the Cooperative.

Article XI:  Dividends

         Section 1.  Declaration

                  Dividends upon the capital stock or Special Membership
         Interests of the Cooperative may be declared by the Board of Directors
         at any regular or special meeting, subject to the provisions of law and
         of the Certificate of Incorporation relating thereto.



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Article XII:  Miscellaneous Provisions

         Section 1.  Seal

                  The seal of the Cooperative shall be circular in form and
         contain the name of the Cooperative, the year of its organization and
         the words, "Corporate Seal, New York". The seal may be used by causing
         it to be impressed directly on the instrument or writing to be sealed,
         or upon an adhesive substance affixed thereto. The seal on any
         corporate instrument may be a facsimile, engraved or printed.

         Section 2.  Roberts Rules of Order

                  To the extent that issues concerning the operation of the
         Cooperative are not resolved by law, the Certificate of Incorporation,
         or these Bylaws, are to be determined in accordance with the most
         recent edition of Roberts Rules of Order published at the time such
         issue arises.

         Section 3.  Amendments

                  These Bylaws may be amended by the Board of Directors as set
         forth in Article IV, Section 8, hereof, and may also be amended or
         repealed, or new bylaws adopted, at any meeting of members or delegates
         by the affirmative vote of two-thirds of the votes cast by the members
         voting, either in person or by mail, providing the substance of the
         proposed amendment has been inserted in the notice of such meeting. In
         addition, the holders of Special Membership Interests shall be entitled
         to vote on Bylaw amendments to the extent provided in the Cooperative's
         Certificate of Incorporation.



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