<PAGE>



                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            PRO-FAC COOPERATIVE, INC.

                          Pursuant to Section 12 of the
                          Cooperative Corporations Law

         The undersigned, being the President and Assistant Secretary of Pro-Fac
Cooperative, Inc. (the "Corporation"), hereby certify as follows:

1. The name of the Corporation is Pro-Fac Cooperative, Inc.

2. The Certificate of Incorporation of Pro-Fac Cooperative, Inc. was filed in
the office of the Secretary of State on October 17, 1960.

3. The Certificate of Incorporation is hereby amended

         (a) to create special membership interests which the Corporation shall
be authorized to issue as permitted under the New York Cooperative Corporations
Law and as set forth in paragraph "6"; and

         (b) to reduce the aggregate number of shares the Corporation is
authorized to issue from 62,000,000 to 60,000,000 by reducing the number of
authorized shares of Common Stock from 7,000,000 shares, par value $5.00 per
share to 5,000,000 shares, par value $5.00 per share.

4. The text of the Certificate of Incorporation, as so amended, is hereby
restated to read as herein set forth in full:

         1. The name of the Corporation is Pro-Fac Cooperative, Inc.

         2. The purposes for which the corporation is to be formed are:

         (a) To engage in activities connected with the marketing, processing,
         manufacture and sale of agricultural products, including, without
         limitation, the purchase, financing, production, manufacture,
         warehousing, cultivating, harvesting, preservation, drying, processing,
         cleansing, canning, blending, packing, grading, storing, handling,
         utilization, shipping, marketing, merchandising, and selling of
         agricultural and food products of its members and other producers and
         the by-products thereof.

         (b) To engage as a cooperative purchasing association in activities
         relating to the purchase of supplies for producers of agricultural
         products.

         (c) To perform services connected with the acquisition for its members
         of supplies and articles of common use, including livestock, equipment,
         machinery, food, products and family and other household and personal
         supplies to be used or consumed by members, their families and guests.

         (d) To do all and everything incidental and necessary for the
         accomplishment of any of the purposes or the attainment of any of the
         objects or the furtherance of any of the powers hereinabove set forth
         or permitted under Sections 13 and 14 of Article 2 as limited by
         Article




<PAGE>




         6 of the Cooperative Corporation Law of the State of New York,
         individually or as agent either alone or in association with other
         corporations, firms or individuals.

         3. Its duration shall be perpetual.

         4. Its business office is to be located in the County of Monroe, State
of New York.

         5. The number of directors of the Corporation shall not be less than 11
nor more than 18, the exact number to be fixed from time to time in the
Corporation's Bylaws.

         6. The Corporation shall have the authority to issue: (a) an aggregate
of 60,000,000 shares of capital stock, consisting of 5,000,000 shares of Common
Stock, par value $5.00 per share ("Common Stock"), 5,000,000 shares of
Non-Cumulative Preferred Stock, par value of $25.00 per share (the
"Non-Cumulative Preferred Stock"), 10,000,000 shares of Class A Preferred Stock,
par value of $1.00 per share (the "Class A Preferred Stock"), 10,000,000 shares
of Class B Preferred Stock, par value of $1.00 per share (the "Class B Preferred
Stock"), 10,000,000 shares of Class C Preferred Stock, par value of $1.00 per
share (the "Class C Preferred Stock"), 10,000 000 shares of Class D Preferred
Stock, par value of $1.00 per share (the "Class D Preferred Stock") and
10,000,000 shares of Class E Preferred Stock, par value of $1.00 per share (the
"Class E Preferred Stock" and, collectively, with the Non-Cumulative Preferred
Stock, the Class A Preferred Stock, the Class B Preferred Stock, the Class C
Preferred Stock and the Class D Preferred Stock, "Preferred Stock"); and (b) up
to $30,000,000 of special membership interests, which shall have a stated value
of $.01 for each $25.00 of their face amount ("Special Membership Interests").

         The following is a statement of the designations, powers, preferences
and rights in respect of the classes of the capital stock and Special Membership
Interests of the Corporation, and the qualifications, limitations or
restrictions thereof, and of the authority with respect thereto expressly vested
in the Board of Directors of the Corporation (the "Board of Directors"):

DESIGNATION, PREFERENCES AND RIGHTS OF NON-CUMULATIVE PREFERRED STOCK.

                  (a) The shares of the Non-Cumulative Preferred Stock may be
                  issued in one or more annual series, which the Board of
                  Directors shall have the authority to establish, the shares of
                  each such series to be designated by the year of issuance so
                  as to distinguish them from shares of all other series.

                  The holders of the Non-Cumulative Preferred Stock shall be
                  entitled to receive as and when declared by the Board of
                  Directors out of funds legally available therefor dividends at
                  such rate as may, from time to time, be determined by the
                  Board of Directors, but not less than 6 percent per annum of
                  the par value of such shares. Such dividends, if any, shall be
                  non-cumulative and shall be payable at such times as shall be
                  determined by the Board of Directors. After full
                  non-cumulative dividends at the rate determined by the Board
                  of Directors for the then current year shall have been
                  declared and paid or set apart for payment to the holders of
                  Preferred Stock, dividends may be declared and paid or set
                  apart for payment to the holders of Common Stock and Special
                  Membership Interests as provided herein.

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<PAGE>




                  Subject to the foregoing provisions, the Non-Cumulative
                  Preferred Stock shall not be entitled to participate in any
                  other or additional surplus or net profits of the Corporation.
                  The Corporation shall be entitled from time to time to retire
                  the whole or any portion or series of its Non-Cumulative
                  Preferred Stock upon payment of the par value of such stock
                  plus all accrued dividends unpaid at the date of such
                  retirement. Such retirement shall be effected by payment out
                  of funds legally available for such purpose, but no such stock
                  shall be redeemed for cash under circumstances which would
                  produce any impairment of the capital or capital stock of the
                  Corporation. Such retirement shall be on such other terms and
                  conditions as may be determined by the Board of Directors,
                  provided that no shares of the Non-Cumulative Preferred Stock
                  shall be retired except upon 90 days' written notice of such
                  retirement given to the holders thereof.

                  Upon dissolution or other termination of the Corporation of
                  its business, or the distribution of its assets, prior to any
                  payment to the holders of the Common Stock and Special
                  Membership Interests as provided herein, the holders of the
                  Non-Cumulative Preferred Stock shall first receive the full
                  par value of such stock, together with the amount of such
                  dividends as have been declared but are unpaid as of such
                  distribution of payment.

DESIGNATION, PREFERENCES AND RIGHTS OF CLASS A PREFERRED STOCK, THE CLASS B
PREFERRED STOCK, THE CLASS C PREFERRED STOCK, THE CLASS D PREFERRED STOCK AND
THE CLASS E PREFERRED STOCK; GENERAL.

                  (a) Each of the Class A Preferred Stock, the Class B Preferred
                  Stock, the Class C Preferred Stock, the Class D Preferred
                  Stock and the Class E Preferred Stock may be issued from time
                  to time by the Board of Directors as shares of one or more
                  series of Class A Preferred Stock, Class B Preferred Stock,
                  Class C Preferred Stock, Class D Preferred Stock or Class E
                  Preferred Stock, as the case may be, and the Board of
                  Directors is expressly authorized, prior to issuance, in the
                  resolution or resolutions providing for the issue of shares of
                  each particular series of any such class of such Preferred
                  Stock, to fix the following:

                           (i) The distinctive serial designation of such series
                  which shall distinguish it from other series;

                           (ii) The number of shares included in such series,
                  which number may be increased or decreased from time to time
                  unless otherwise provided by the Board of Directors in
                  creating the series;

                           (iii) The annual dividend rate (or methods of
                  determining such rate) for shares of such series, the date or
                  dates upon which, and the form or method or payments in which,
                  such dividends shall be payable and, subject to paragraph (c)
                  below, the relative priority of the right to such dividends;

                           (iv) Whether dividends on the shares of such series
                  shall be cumulative or noncumulative, and, in the case of
                  shares of any series having cumulative dividend rights, the
                  date or dates or method of determining the date or dates from
                  which dividends on the shares of such series shall be
                  cumulative;

                                       3




<PAGE>




                           (v) The amount or amounts which shall be paid out of
                  the assets of the Corporation to the holders of the shares of
                  such series upon voluntary or involuntary liquidation,
                  dissolution or winding up of the Corporation and, subject to
                  paragraph (c) below, the relative priority of the right to
                  such distribution;

                           (vi) The price or prices at which, the period or
                  periods within which and the terms and conditions upon which
                  the shares of such series may be redeemed, in whole or in
                  part, at the option of the Corporation;

                           (vii) The obligation, if any, of the Corporation to
                  purchase or redeem shares of such series pursuant to a sinking
                  fund or otherwise and the price or prices at which, the period
                  or periods within which and the terms and conditions upon
                  which the shares of such series shall be redeemed, in whole or
                  in part, pursuant to such obligations;

                           (viii) The period or periods within which and the
                  terms and conditions, if any, including the price or prices or
                  the rate or rates of conversion and the terms and conditions
                  of any adjustments thereof, upon which the shares of such
                  series shall be convertible at the option of the holder into
                  shares of any class of stock or into shares of any other
                  series of such class of preferred stock, except into share of
                  a class having rights or preferences as dividends or
                  distribution of assets upon liquidation which are prior or
                  superior in rank to those of shares being converted;

                           (ix) The voting rights, if any, of the shares of such
                  series in addition to those required by law; and

                           (x) Any other relative designations, rights,
                  preferences, privileges, voting powers or limitations of the
                  shares of the series not inconsistent herewith or with
                  applicable law.

                  (b) All shares of Class A Preferred Stock, Class B Preferred
                  Stock, Class C Preferred Stock, Class D Preferred Stock and
                  Class E Preferred Stock, (i) shall rank senior in priority to
                  the Common Stock and the Special Membership Interests and, as
                  determined by the Board of Directors, on a parity with or
                  junior in priority to the Non-Cumulative Preferred Stock in
                  respect of the right to receive dividends and the right to
                  receive payments out of the assets of the Corporation upon
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the Corporation, (ii) shall, with respect to other
                  shares of its class, be of equal rank with respect to all
                  other shares of such class, regardless of series, and (iii)
                  shall be identical in all respects except as provided in
                  paragraph (a) above. The shares of any one series of the Class
                  A Preferred Stock, the Class B Preferred Stock, the Class C
                  Preferred Stock, the Class D Preferred Stock or the Class E
                  Preferred Stock shall be identical with each other in all
                  respects except as to the dates from and after which dividends
                  thereon shall be cumulative. In case the stated dividends or
                  the amounts payable on liquidation are not paid in full, the
                  shares of any series of the Class A Preferred Stock, the Class
                  B Preferred Stock, the Class C Preferred Stock, the Class D
                  Preferred Stock or the Class E Preferred Stock shall share
                  ratably with the shares of all other series of Class A
                  Preferred Stock, Class B Preferred Stock, Class C Preferred
                  Stock, Class D Preferred Stock or Class E Preferred Stock, as
                  the case may be, in the payment of dividends,

                                       4




<PAGE>



                  including accumulations, if any, in accordance with the sums
                  which would be payable on said shares if all dividends were
                  declared and paid in full, and in any distribution of assets
                  other than by way of dividends in accordance with the sums
                  which would be payable on such distribution if all sums
                  payable were discharged in full. Shares of Class A Preferred
                  Stock, Class B Preferred Stock, Class C Preferred Stock, Class
                  D Preferred Stock and Class E Preferred Stock redeemed,
                  purchased or otherwise acquired by the Corporation (including
                  shares surrendered for conversion) shall, as determined by the
                  Board of Directors and subject to applicable law, be canceled
                  and thereupon restored to the status of authorized but
                  unissued Class A Preferred Stock, Class B Preferred Stock,
                  Class C Preferred Stock, Class D Preferred Stock or Class E
                  Preferred Stock, as the case may be, undesignated as to
                  series, or retained as treasury shares.

                  (c) Except as otherwise provided by the Board of Directors in
                  accordance with paragraph (a) above in respect of any series
                  of the Class A Preferred Stock, the Class B Preferred Stock,
                  the Class C Preferred Stock, the Class D Preferred Stock or
                  the Class E Preferred Stock or as otherwise expressly required
                  by law, the Class A Preferred Stock, the Class B Preferred
                  Stock, the Class C Preferred Stock, the Class D Preferred
                  Stock and the Class E Preferred Stock shall have no voting
                  rights.

                  (d) Upon dissolution or other termination of the Corporation
                  or its business, or the distribution of its assets, the
                  holders of each share of Class A Preferred Stock, Class B
                  Preferred Stock, Class C Preferred Stock, Class D Preferred
                  Stock and Class E Preferred Stock shall be entitled to be paid
                  out of the assets of the Corporation available for
                  distribution to its shareholders, before any payment or
                  declaration and setting apart for payment of any amount shall
                  be made in respect of the Common Stock and the Special
                  Membership Interests.

                                ****************

DESIGNATION, PREFERENCES AND RIGHTS OF CLASS A CUMULATIVE PREFERRED STOCK.

         1. CERTAIN DEFINITIONS

                  As used herein, the following terms shall have the following
meanings (with terms defined in the singular having comparable meanings when
used in the plural and vice versa), unless the context otherwise requires:

                  "Board of Directors" means the Board of Directors of the
Corporation.

                  "Business Day" means any day other than a Saturday, Sunday,
national holiday or other day on which commercial banks in New York City are
authorized or required to close under the laws of the State of New York.

                  "Capital Stock" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock.

                                       5




<PAGE>




                  "Common Stock" means the Common Stock, par value $5.00 per
share, of the Corporation and any other class of common stock hereafter
authorized by the Corporation from time to time.

                  "Corporation" means Pro-Fac Cooperative, Inc.

                  "Cumulative Preferred Stock" means the Class A Cumulative
Preferred Stock, par value $1.00 per share, of the Corporation.

                  "Dividend Payment Date" means April 30, July 31, October 31
and January 31 of each year.

                  "Dividend Period" means the Initial Dividend Period and,
thereafter, each Quarterly Dividend Period.

                  "Dividend Record Date" means, with respect to the dividend
payable on each Dividend Payment Date, the immediately preceding April 15, July
15, October 15 or January 15 or such other record date as may be designated by
the Board of Directors with respect to the dividend payable on such Dividend
Payment Date; provided, however, that such record date may not be more than
fifty (50) days prior to such Dividend Payment Date.

                  "Holder" means a registered holder of shares of Cumulative
Preferred Stock.

                  "Initial Dividend Period" means, with respect to each share of
Cumulative Preferred Stock, the dividend period commencing on the Issue Date of
such share of Cumulative Preferred Stock and ending on and including the
immediately succeeding Dividend Payment Date.

                  "Issue Date" means, with respect to each share of Cumulative
Preferred Stock, the date upon which such share was originally issued by the
Corporation.

                  "Junior Dividend Securities" has the meaning specified in
Section 3(a) hereof and includes the Common Stock and Special Membership
Interests.

                  "Junior Liquidation Securities" has the meaning specified in
Section 3(a) hereof and includes the Common Stock and Special Membership
Interests.

                  "Liquidation Preference" means, with respect to each share of
Cumulative Preferred Stock, the Original Liquidation Preference, plus an amount
in cash equal to all accrued and unpaid dividends (including an amount equal to
a prorated dividend from the last Dividend Payment Date to the date such
Liquidation Preference is being determined). The Liquidation Preference of a
share of Cumulative Preferred Stock will increase on a daily basis as dividends
accrue on such share and will decrease only to the extent such dividends are
actually paid.

                  "Non-Cumulative Amount" has the meaning specified in Section
4(a) hereof.

                  "Non-Cumulative Preferred Stock" means the Non-Cumulative
Preferred Stock, par value $25.00 per share, of the Corporation.

                  "Original Liquidation Preference" means $25.00 per share of
Cumulative Preferred Stock.

                                       6




<PAGE>




                  "Other Class A Series" means any series of Class A Preferred
Stock, par value $1.00 per share, of the Corporation other than the Cumulative
Preferred Stock.

                  "Parity Dividend Securities" has the meaning specified in
Section 3(b) hereof and includes the Non-Cumulative Preferred Stock and any
Other Class A Series.

                  "Parity Liquidation Securities" has the meaning specified in
Section 3(b) hereof and includes the Non-Cumulative Preferred Stock and any
Other Class A Series.

                  "Quarterly Dividend Period" means the quarterly period
commencing on and including the day after each Dividend Payment Date and ending
on and including the immediately subsequent Dividend Payment Date.

                  "Redemption" has the meaning specified in Section 6(a) hereof.

                  "Redemption Date" has the meaning specified in Section 6(b)
hereof.

                  "Redemption Notice" has the meaning specified in Section 6(b)
hereof.

                  "Redemption Price" means a price per share equal to the
Liquidation Preference as of the applicable Redemption Date.

                  "Replaced Securities" has the meaning specified in Section 7
hereof.

                  "Replacing Securities" has the meaning specified in Section 7
hereof.

                  "Senior Dividend Series" has the meaning specified in Section
3(c) hereof.

                  "Senior Liquidation Securities" has the meaning specified in
Section 3(c) hereof.

                  "Special Membership Interests" means the evidence of
membership in the Corporation having a stated value of $.01 for each $25.00 of
its face amount.

         2. DESIGNATION

                  The series of preferred stock authorized hereunder shall be
designated as the "Class A Cumulative Preferred Stock." The number of shares
constituting such series shall initially be 10,000,000, which number may from
time to time be changed (but not above 10,000,000 or below the number then
outstanding) by the Board of Directors. The par value of the Cumulative
Preferred Stock shall be $1.00 per share. All shares of Cumulative Preferred
Stock shall be identical with each other in all respects except as to the dates
from and after which dividends thereon shall be cumulative.

         3. RANK

                  The Cumulative Preferred Stock shall rank, with respect to
priority of dividend rights or rights on liquidation, dissolution and winding-up
of the affairs of the Corporation or both:

         (a) senior to all classes or series of Common Stock and Special
Membership Interests of the Corporation and to any other class or series of
Capital Stock (except the Non-Cumulative

                                       7




<PAGE>



Preferred Stock and any Other Class A Series) that does not expressly provide
that it ranks senior to or on a parity with the Cumulative Preferred Stock as to
dividends or upon liquidation, dissolution and winding-up, as the case may be
(with respect to such junior dividend rights or junior rights upon liquidation,
dissolution and winding up, collectively referred to, as the context may
require, as "Junior Dividend Securities" or "Junior Liquidation Securities");

         (b) on a parity with the Non-Cumulative Preferred Stock and any Other
Class A Series and each class or series of Capital Stock that expressly provides
that it ranks on a parity with the Cumulative Preferred Stock as to dividends or
upon liquidation, dissolution and winding-up, as the case may be (with respect
to such parity dividend rights or parity rights upon liquidation, dissolution
and winding-up, collectively referred to, as the context may require, as "Parity
Dividend Securities" or "Parity Liquidation Securities"); and

         (c) junior to each class or series of Capital Stock (except any Other
Class A Series) which expressly provides that it ranks senior to the Cumulative
Preferred Stock as to dividends or upon liquidation, dissolution and winding-up,
as the case may be (with respect to such senior dividend rights or senior rights
upon liquidation, dissolution and winding-up collectively referred to, as the
context may require, as "Senior Dividends Securities" or "Senior Liquidation
Securities").

         4. DIVIDENDS. ETC.

         (a) Beginning on the applicable Issue Date, the Holders of outstanding
shares of Cumulative Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors, but only out of funds legally available
for the payment of dividends, dividends payable in cash at the rate per share of
$0.43 per quarter and no more; provided that the dividend payable on October 31,
1995 on any shares of Cumulative Preferred Stock to holders of record thereof on
October 15, 1995 shall equal $0.43 per share. All dividends shall be fully
cumulative and shall accrue (whether or not earned or declared, whether or not
permitted under any agreement of the Corporation and whether or not there are
funds legally available therefor), without interest, from the first day of the
Quarterly Dividend Period with respect to which such dividend may be payable as
herein provided, except that with respect to the first dividend payable with
respect to any share of Cumulative Preferred Stock, such dividend shall accrue
from the applicable Issue Date; provided that with respect to the dividend
payable on October 31, 1995 with respect to any share of Cumulative Preferred
Stock, such dividend shall equal $0.43. All dividends shall be cumulative and
shall be payable in arrears on each Dividend Payment Date commencing on the
Dividend Payment Date immediately succeeding the applicable Issue Date, in
preference to and with priority over dividends on Junior Dividend Securities. No
full dividend and no distribution shall be declared by the Board of Directors or
paid or set apart for payment by the Corporation on the Cumulative Preferred
Stock for any period unless dividends aggregating at least the Non-Cumulative
Amount have been or contemporaneously are declared on the Non-Cumulative
Preferred Stock (including any dividends previously declared for the same stated
dividend payment date pursuant to this sentence), payable not later than the
stated dividend payment date for the Non-Cumulative Preferred Stock on or next
following the date of payment of such dividend or distribution on the Cumulative
Preferred Stock, and a sum has been or contemporaneously is set apart sufficient
for such payment. The "Non-Cumulative Amount" means the pro rata portion of the
anticipated annual dividends (in any case, not less than six percent per annum)
on the Non-Cumulative Preferred Stock calculated for the period from, but not
including, its immediately preceding stated dividend payment date (whether or
not any dividend was paid on such date) through, and including, the date of
payment of such dividend or distribution on the Cumulative Preferred Stock.

                                       8




<PAGE>




         (b) All dividends and distributions paid with respect to shares of the
Cumulative Preferred Stock pursuant to Section 4(a) hereof shall be paid pro
rata to the Holders entitled thereto. No full dividend and no distribution shall
be declared by the Board of Directors or paid or set apart for payment by the
Corporation on Parity Dividend Securities for any period unless full cumulative
dividends have been or contemporaneously are declared and a sum set apart
sufficient for such payment on the Cumulative Preferred Stock for all Dividend
Periods terminating on or prior to the date of payment of such full dividends on
the Parity Dividend Securities. If any dividends are not paid in full upon the
shares of the Cumulative Preferred Stock and the Parity Dividend Securities, (i)
all dividends declared for any period upon shares of the Cumulative Preferred
Stock and the Parity Dividend Securities shall be declared pro rata so that the
amount of dividends declared on the Cumulative Preferred Stock and on each class
or series of the Parity Dividend Securities shall in all cases bear to each
other the same ratio that accrued dividends (or, in the case of the
Non-Cumulative Preferred Stock, that portion of the Non-Cumulative Amount which
has not previously been declared and set apart) on the Cumulative Preferred
Stock and on each class or series of Parity Dividend Securities bear to each
other, and (ii) a sum shall be set apart sufficient to pay any such declared
dividends which are not being paid immediately. Any dividend not paid on the
Cumulative Preferred Stock pursuant to this Section 4 shall be fully cumulative
and shall accrue, without interest, as set forth in Section 4(a) hereof and
shall be in arrears until paid.

         (c) The Corporation shall not declare, pay or set apart for payment any
dividend on any of the Junior Dividend Securities or make any distribution in
respect thereof either directly or indirectly and whether in cash, obligations
or shares of the Corporation or other property (other than dividends or
distributions in Junior Dividend Securities which are no higher in priority with
respect to the Cumulative Preferred Stock, as to rights on liquidation,
dissolution and winding-up, than the Junior Dividend Securities upon which such
dividend or distribution is issued), unless on or prior to the date of
declaration of such dividend or distribution on the Junior Dividend Securities
full cumulative dividends have been or contemporaneously are declared in
compliance with Section 4(a) hereof, and a sum set apart sufficient for such
payment on the Cumulative Preferred Stock for all Dividend Periods terminating
on or prior to the date of payment of such dividend or distribution on the
Junior Dividend Securities.

         (d) Except as otherwise provided in Section 4(a) hereof with respect to
the dividend payable on October 31, 1995, the amount of dividends payable on the
Cumulative Preferred Stock for any period less than a full Quarterly Dividend
Period (including the Initial Dividend Period) and the Non-Cumulative Amount
shall be computed on the basis of twelve 30-day months and a 360-day year.
Dividends shall accrue on a daily basis during each Dividend Period as provided
above, and the Liquidation Preference of each outstanding share of Cumulative
Preferred Stock shall be correspondingly increased on a daily basis. Each such
dividend shall be payable to Holders of record as their names shall appear on
the stock books of the Corporation on the Dividend Record Date for such
dividends, except that dividends in arrears for any past Dividend Payment Date
may be declared and paid at any time without reference to such regular Dividend
Payment Date to Holders of record on such date not more than fifty (50) days
prior to the date of payment as shall be determined by the Board of Directors.

         (e) Dividends shall cease to accrue in respect of any particular share
of Cumulative Preferred Stock on the Redemption Date with respect thereto unless
the Corporation defaults in payment of the Redemption Price with respect to such
share of Cumulative Preferred Stock.

                                       9





<PAGE>




         5. PAYMENT ON LIQUIDATION

                  Upon any liquidation, dissolution or winding-up of the affairs
of the Corporation, whether voluntary or involuntary, the Holders of Cumulative
Preferred Stock will be entitled to receive out of the assets of the Corporation
available for distribution to the holders of its Capital Stock an amount in cash
per share equal to the Liquidation Preference determined as of the date of such
liquidation, dissolution or winding-up, before any payment or other distribution
is made on any Junior Liquidation Securities. Holders of Cumulative Preferred
Stock shall not be entitled to any other distribution in the event of
liquidation, dissolution or winding-up of the affairs of the Corporation. If
upon any liquidation, dissolution or winding-up of the affairs of the
Corporation, the assets of the Corporation are not sufficient to pay in full the
liquidation payments payable to the holders of outstanding shares of the
Cumulative Preferred Stock and all Parity Liquidation Securities, then the
holders of all such shares shall share equally and ratably in any distribution
of assets in proportion to the full liquidation payments determined as of the
date of such liquidation, dissolution or winding-up, to which each of them is
entitled. For the purposes of this Section 5, neither a consolidation or merger
of the Corporation with or into one or more corporations nor a sale, lease,
exchange or transfer of all or substantially all of the Corporation's assets
shall be deemed to be a liquidation, dissolution or winding-up of the
Corporation.

         6. REDEMPTION

         (a) Redemption. The Corporation may redeem at the option of the
Corporation in its sole discretion, at any time or from time to time, in whole
or in part, shares of Cumulative Preferred Stock (a "Redemption") at the
Redemption Price. With respect to any Redemption of fewer than all the
outstanding shares of Cumulative Preferred Stock, the number of shares to be
redeemed shall be determined by the Board of Directors and the shares to be
redeemed shall be selected pro rata or by lot, except that the Corporation may
first redeem all shares held by any Holder of a number of shares not to exceed
100 as may be specified by the Corporation. The Board of Directors shall have
full power and authority, subject to the provisions herein contained, to
prescribe the terms and conditions upon which shares of the Cumulative Preferred
Stock shall be redeemed from time to time.

         (b) Notice of Redemption. Notice of any Redemption of shares of
Cumulative Preferred Stock shall be given by publication at least once in a
newspaper printed in the English language and customarily published on each
Business Day and of general circulation in the County of Monroe, State of New
York and in such other local, regional or national publications, if any, as the
Board of Directors may determine. Such publication shall be not more than sixty
(60) days nor less than thirty (30) days prior to the date fixed for Redemption
(the "Redemption Date"). Notice of any Redemption of shares of Cumulative
Preferred Stock specifying the time and place of Redemption and the Redemption
Price (a "Redemption Notice"), shall also be mailed not more than sixty (60) nor
less than thirty (30) days prior to the Redemption Date in a postage prepaid
envelope to each Holder of Cumulative Preferred Stock to be redeemed at the
address for such Holder shown on the Corporation's Records. No failure to give
such Redemption Notice nor any defect therein shall affect the validity of the
procedure for the Redemption of any shares of Cumulative Preferred Stock to be
redeemed. Each such Redemption Notice shall state:

                           i) the Redemption Date;

                           ii) the Redemption Price;

                                       10




<PAGE>




                           iii) the number of shares of Cumulative Preferred
                           Stock to be redeemed and, if fewer than all the
                           shares of Cumulative Preferred Stock held by a Holder
                           are to be redeemed, the number of shares thereof to
                           be redeemed from such Holder;

                           iv) the manner and place or places at which payment
                           for the shares of Cumulative Preferred Stock offered
                           for Redemption will be made upon presentation and
                           surrender to the Corporation of the certificates
                           evidencing the shares being redeemed;

                           v) that dividends on the shares of Cumulative
                           Preferred Stock being redeemed shall cease to accrue
                           on the Redemption Date unless the Corporation
                           defaults in the payment of the Redemption Price with
                           respect to such shares; and

                           vi) that the rights of Holders of Cumulative
                           Preferred Stock as stockholders of the Corporation
                           with respect to shares being redeemed shall terminate
                           as of the Redemption Date unless the corporation
                           defaults in the payment of the Redemption Price with
                           respect to such shares.

                           Upon mailing any such Redemption Notice, the
                           Corporation shall become obligated to redeem at the
                           Redemption Price on the applicable Redemption Date
                           all shares of Cumulative Preferred Stock therein
                           specified.

         (c) On any Redemption Date, the full Redemption Price shall become
payable in cash for the shares of Cumulative Preferred Stock being redeemed on
such Redemption Date. As a condition of payment of the Redemption Price, each
Holder of Cumulative Preferred Stock must surrender the certificate or
certificates representing the shares of Cumulative Preferred Stock being
redeemed to the Corporation in the manner and at the place designated in the
Redemption Notice. Each surrendered certificate shall be canceled and retired.
All Redemption payments will be made to the Holders of the shares being
redeemed.

         (d) On any Redemption Date, unless and to the extent that the
Corporation defaults in the payment of the Redemption Price for any shares
called for Redemption, dividends on the Cumulative Preferred Stock called for
Redemption shall cease to accumulate and all rights of Holders of such shares
shall terminate, except for the right to receive the Redemption Price without
interest.

         7. RESTRICTION ON REDEMPTIONS AND OTHER ACQUISITIONS OF CERTAIN STOCK

                  Except in the case of repurchases of Common Stock by the
Corporation pursuant to Article II, Section 7 of the Bylaws of the Corporation,
the Corporation shall not purchase, redeem or otherwise acquire for
consideration, directly or indirectly, any shares of Cumulative Preferred Stock,
Parity Dividend Securities, Parity Liquidation Securities, Junior Dividend
Securities or Junior Liquidation Securities unless on or prior to the date of
such purchase, redemption or acquisition full cumulative dividends have been or
contemporaneously are declared in compliance with Section 4(a) hereof, and a sum
set apart sufficient for such payment on the Cumulative Preferred Stock for all
Dividend Periods terminating on or prior to such date. Notwithstanding the
foregoing, the Corporation may acquire Cumulative Preferred Stock, Parity
Dividend Securities, Parity Liquidation

                                       11




<PAGE>



Securities, Junior Dividend Securities or Junior Liquidation Securities (the
"Replaced Securities") as a result of a reclassification, exchange or conversion
of the Replaced Securities solely into or for other Capital Stock of the
Corporation (the "Replacing Securities") or through the use solely of the
proceeds of a substantially simultaneous sale of Replacing Securities provided
in any such case that the Replacing Securities are no higher in priority with
respect to the Cumulative Preferred Stock and the Non-Cumulative Preferred
Stock, as to either dividend rights or rights on liquidation, dissolution and
winding-up, than the Replaced Securities.

         8. VOTING RIGHTS

                  The Cumulative Preferred Stock, except as otherwise required
by law, shall be non-voting.

         9. MUTILATED OR MISSING CUMULATIVE PREFERRED STOCK CERTIFICATES

                  If any of the Cumulative Preferred Stock certificates shall be
mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange
and substitution for and upon cancellation of the mutilated Cumulative Preferred
Stock certificate, or in lieu of and substitution for the Cumulative Preferred
Stock certificate lost, stolen or destroyed, a new Cumulative Preferred Stock
certificate of like tenor and representing an equivalent number of shares of
Cumulative Preferred Stock, but only upon receipt of evidence satisfactory to
the Corporation of such loss, theft or destruction of such Cumulative Preferred
Stock certificate and indemnity and bond, if requested.

         10. REISSUANCE OF CUMULATIVE PREFERRED STOCK

                  Shares of Cumulative Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed or exchanged,
shall (upon compliance with any applicable provisions of the laws of the State
of New York) have the status of authorized and unissued shares of Class A
Preferred Stock of the Corporation undesignated as to series and may be
redesignated and reissued as part of any series of Class A Preferred Stock of
the Corporation.

         11. BUSINESS DAY

                  If any payment, redemption or exchange shall be required by
the terms hereof to be made on a day that is not a Business Day, such payment,
redemption or exchange shall be made on the immediately succeeding Business Day.

         12. HEADINGS OF SUBDIVISIONS

                  The headings of various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

         13. SEVERABILITY OF PROVISIONS

                  If any right, preference or limitation of the Cumulative
Preferred Stock set forth herein is invalid, unlawful or incapable of being
enforced by reason of any rule or law or public policy, all other rights,
preferences and limitations set forth herein which can be given effect without
the invalid unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full

                                       12




<PAGE>



force and effect, and no right, preference or limitation herein set forth shall
be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.

         14. LIMITATIONS

                  Except as may otherwise be required by law, the shares of
Cumulative Preferred Stock shall not have any powers, preferences or relative
participating, optional or other special rights other than those specifically
set forth herein or otherwise in the Certificate of Incorporation of the
Corporation.

DESIGNATION, PREFERENCES AND RIGHTS OF CLASS B, SERIES 1 10% CUMULATIVE
PREFERRED STOCK

         1. CERTAIN DEFINITIONS

                  As used herein, the following terms shall have the following
meanings (with terms defined in the singular having comparable meanings when
used in the plural and vice versa) unless the context otherwise requires:

                  "Annual Dividend Period" means the annual period commencing on
and including each Dividend Payment Date and ending on and including the day
before the immediately subsequent Dividend Payment Date.

                  "Board of Directors" means the Board of Directors of the
Corporation.

                  "Business Day" means any day other than a Saturday, Sunday,
national holiday or other day on which commercial banks in New York City are
authorized or required to close under the laws of the State of New York.

                  "Capital Stock" means any and all shares, interest,
participations, rights or other equivalents (however designated) of corporate
stock.

                  "Class A Series" means any series of Class A Preferred Stock,
par value $1.00 per share, of the Corporation.

                  "Common Stock" means the Common Voting Stock, par value $5.00
per share, of the Corporation and any other class of common stock hereafter
authorized by the Corporation from time to time.

                  "Corporation" means Pro-Fac Cooperative, Inc.

                  "Dividend Payment Date" means April 1 of each year.

                  "Dividend Period" means the Initial Dividend Period and
thereafter each Annual Dividend Period.

                  "Dividend Record Date" means with respect to the dividend
payable on each Dividend Payment Date the immediately preceding March 15 or such
other record date as may be designated by the Board of Directors with respect to
the dividend payable on such Dividend Payment Date.

                                       13




<PAGE>




                  "Holder" means a registered holder of shares of Series 1
Preferred Stock.

                  "Initial Dividend Period" means, with respect to each share of
Series 1 Preferred Stock, the dividend period commencing on the Issue Date of
such share of Series 1 Preferred Stock and ending on and including the day
before the immediately succeeding Dividend Payment Date.

                  "Issue Date" means, with respect to each share of Series 1
Preferred Stock, the April 1 or October 1 upon which or next succeeding the date
upon which such share was originally issued by the Corporation.

                  "Junior Dividend Securities" has the meaning specified in
Section 3(a) hereof and includes the Common Stock and Special Membership
Interests.

                  "Junior Liquidation Securities" has the meaning specified in
Section 3(a) hereof and includes the Common Stock and Special Membership
Interests.

                  "Liquidation Preference" means, with respect to each share of
Series 1 Preferred Stock, the Original Liquidation Preference, plus an amount in
cash equal to all accrued and unpaid dividends (including an amount equal to a
prorated dividend from the last Dividend Payment Date to the date such
Liquidation Preference is being determined). The Liquidation Preference of a
share of Series 1 Preferred Stock will increase on a daily basis as dividends
accrue on such share and will decrease only to the extent such dividends are
actually paid.

                  "Non-Cumulative Amount" has the meaning specified in Section
4(a) hereof.

                  "Non-Cumulative Preferred Stock" means the Non-Cumulative
Preferred Stock, par value $25.00 per share, of the Corporation.

                  "Original Liquidation Preference" means $10.00 per share of
Series 1 Preferred Stock.

                  "Other Class B Series" means any series of Class B Preferred
Stock, par value $1.00 per share, of the Corporation other than the Series 1
Preferred Stock.

                  "Parity Dividend Securities" has the meaning specified in
Section 3(b) hereof and includes the Non-Cumulative Preferred Stock, any Class A
Series and any Other Class B Series.

                  "Parity Liquidation Securities" has the meaning specified in
Section 3(b) hereof and includes the Non-Cumulative Preferred Stock, any Class A
Series, and any Other Class B Series.

                  "Redemption" has the meaning specified in Section 6(a) hereof.

                  "Redemption Date" has the meaning specified in Section 6(b)
hereof.

                  "Redemption Notice" has the meaning specified in Section 6(b)
hereof.

                  "Redemption Price" means a price per share equal to the
Liquidation Preference as of the applicable Redemption Date.

                  "Replaced Securities" has the meaning specified in Section 7
hereof.

                                       14




<PAGE>




                  "Replacing Securities" has the meaning specified in Section 7
hereof.

                  "Senior Dividend Securities" has the meaning specified in
Section 3(c) hereof.

                  "Senior Liquidation Securities" has the meaning specified in
Section 3(c) hereof.

                  "Series 1 Preferred Stock" means the Class B, Series 1 10%
Cumulative Preferred Stock, par value $1.00 per share, of the Corporation.

                  "Special Membership Interests" means the evidence of
membership in the Corporation having a stated value of $.01 for each $25.00 of
its face amount.

         2. DESIGNATION

                  The series of preferred stock authorized hereunder shall be
designated as the "Class B, Series 1 10% Cumulative Preferred Stock." The number
of shares constituting such series shall initially be 500,000, which number may
from time to time be changed (but not above 500,000 or below the number then
outstanding) by the Board of Directors. The par value of the Series 1 Preferred
Stock shall be $1.00 per share. All shares of Series 1 Preferred Stock shall be
identical with each other in all respects except as to the dates from and after
which dividends thereon shall be cumulative.

         3. RANK

                  The Series 1 Preferred Stock shall rank, with respect to
priority of dividend rights or rights on liquidation, dissolution and winding-up
of the affairs of the Corporation or both:

         (a) senior to all classes or series of Common Stock and to the Special
Membership Interests of the Corporation and to any other class or series of
Capital Stock (except the Non-Cumulative Preferred Stock, any Class A Series,
and any Other Class B Series) that does not expressly provide that it ranks
senior to or on a parity with the Series 1 Preferred Stock as to dividends or
upon liquidation, dissolution and winding-up, as the case may be (with respect
to such junior dividend rights or junior rights upon liquidation, dissolution
and winding-up, collectively referred to, as the context may require, as "Junior
Dividend Securities" or "Junior Liquidation Securities");

         (b) on a parity with the Non-Cumulative Preferred Stock, any Class A
Series, and any Other Class B Series and each class or series of Capital Stock
that expressly provides that it ranks on a parity with the Series 1 Preferred
Stock as to dividends or upon liquidation, dissolution and winding-up, as the
case may be (with respect to such parity dividend rights or parity rights upon
liquidation, dissolution and winding-up, collectively referred to, as the
context may require, as "Parity Dividend Securities" or "Parity Liquidation
Securities"); and

         (c) junior to each class or series of Capital Stock (except any Class A
Series or Other Class B Series) that expressly provides that it ranks senior to
the Series 1 Preferred Stock as to dividends or upon liquidation, dissolution
and winding-up, as the case may be (with respect to such senior dividend rights
or senior rights upon liquidation, dissolution and winding-up, collectively
referred to, as the context may require, as "Senior Dividend Securities" or
"Senior Liquidation Securities").

                                       15





<PAGE>




         4. DIVIDENDS; ETC.

         (a) Beginning on the applicable Issue Date, the Holders of outstanding
shares of Series 1 Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors, but only out of funds legally available for
the payment of dividends, dividends payable in cash at the rate per share of
$1.00 per year and no more. All dividends shall be fully cumulative and shall
accrue (whether or not earned or declared, whether or not permitted under any
agreement of the Corporation and whether or not there are funds legally
available therefor), without interest, from the first day of the Annual Dividend
Period with respect to which such dividend may be payable as herein provided,
except that with respect to the first dividend payable with respect to any share
of Series 1 Preferred Stock, such dividend shall accrue from the applicable
Issue Date. All dividends shall be cumulative and shall be payable in arrears on
each Dividend Payment Date commencing on the Dividend Payment Date that follows
the Dividend Record Date immediately succeeding the applicable Issue Date, in
preference to and with priority over dividends on Junior Dividend Securities. No
full dividend and no distribution shall be declared by the Board of Directors or
paid or set apart for payment by the Corporation on the Series 1 Preferred Stock
for any period unless dividends aggregating at least the Non-Cumulative Amount
have been or contemporaneously are declared on the Non-Cumulative Preferred
Stock (including any dividends previously declared for the same stated dividend
payment date pursuant to this sentence), payable not later than the stated
dividend payment date for the Non-Cumulative Preferred Stock on or next
following the date of payment of such dividend or distribution on the Series 1
Preferred Stock, and a sum has been or contemporaneously is set apart sufficient
for such payment. The "Non-Cumulative Amount" means the pro rata portion of the
anticipated annual dividends (in any case, not less than six percent per annum)
on the Non-Cumulative Preferred Stock calculated for the period from, but not
including, its immediately preceding stated dividend payment date (whether or
not any dividend was paid on such date) through, and including, the date of
payment of such dividend or distribution on the Series 1 Preferred Stock.

         (b) All dividends and distributions paid with respect to shares of the
Series 1 Preferred Stock pursuant to Section 4(a) hereof shall be paid pro rata
to the Holders entitled thereto. No full dividend and no distribution shall be
declared by the Board of Directors or paid or set apart for payment by the
Corporation on Parity Dividend Securities for any period unless full cumulative
dividends have been or contemporaneously are declared and a sum set apart
sufficient for such payment of the Series 1 Preferred Stock for all Dividend
Periods terminating on or prior to the date of payment of such full dividends on
the Parity Dividend Securities. If any dividends are not paid in full upon the
shares of the Series 1 Preferred Stock and the Parity Dividend Securities, (i)
all dividends declared for any period upon shares of the Series 1 Preferred
Stock and the Parity Dividend Securities shall be declared pro rata so that the
amount of dividends declared on the Series 1 Preferred Stock and on each class
or series of the Parity Dividend Securities shall in all cases bear to each
other the same ratio that accrued dividends (or, in the case of the Non-
Cumulative Preferred Stock, that portion of the Non-Cumulative Amount which has
not previously been declared and set apart) on the Series 1 Preferred Stock and
on each class or series of Parity Dividend Securities bear to each other, and
(ii) a sum shall be set apart sufficient to pay any such declared dividends that
are not being paid immediately. Any dividend not paid on the Series 1 Preferred
Stock pursuant to this Section 4 shall be fully cumulative and shall accrue,
without interest, as set forth in Section 4(a) hereof and shall be in arrears
until paid.

         (c) The Corporation shall not declare, pay or set apart for payment any
dividend on any of the Junior Dividend Securities or make any distribution in
respect thereof either directly or

                                       16




<PAGE>



indirectly and whether in cash, obligations or shares of the Corporation or
other property (other than dividends or distributions in Junior Dividend
Securities that are no higher in priority with respect to the Series 1 Preferred
Stock, as to rights on liquidation, dissolution and winding-up, than the Junior
Dividend Securities upon which such dividend or distribution is issued) unless
on or prior to the date of declaration of such dividend or distribution on the
Junior Dividend Securities full cumulative dividends have been or
contemporaneously are declared in compliance with Section 4(a) hereof, and a sum
set apart sufficient for such payment on the Series 1 Preferred Stock for all
Dividend Periods terminating on or prior to the date of payment of such dividend
or distribution on the Junior Dividend Securities.

         (d) The amount of dividends payable on the Series 1 Preferred Stock for
any period less than a full Annual Dividend Period (including, in some cases,
the Initial Dividend Period) and the Non-Cumulative Amount shall be computed on
the basis of twelve 30 day months and a 360-day year. Dividends shall accrue on
a daily basis during each Dividend Period as provided above, and the Liquidation
Preference of each outstanding share of Series 1 Preferred Stock shall be
correspondingly increased on a daily basis. Each such dividend shall be payable
to Holders of record as their names shall appear on the stock books of the
Corporation on the Dividend Record Date for such dividends, except that
dividends in arrears for any past Dividend Payment Date may be declared and paid
at any time without reference to such regular Dividend Payment Date to Holders
of record on such date not more than fifty (50) days prior to the date of
payment as shall be determined by the Board of Directors.

         (e) Dividends shall cease to accrue in respect of any particular share
of Series 1 Preferred Stock on the Redemption Date with respect thereto unless
the Corporation defaults in payment of the Redemption Price with respect to such
share of Series 1 Preferred Stock.

         5. PAYMENT ON LIQUIDATION

                  Upon any liquidation, dissolution or winding up of the affairs
of the Corporation, whether voluntary or involuntary, the Holders of Series 1
Preferred Stock will be entitled to receive out of the assets of the Corporation
available for distribution to the holders of its Capital Stock an amount in cash
per share equal to the Liquidation Preference determined as of the date of such
liquidation, dissolution or winding-up, before any payment or other distribution
is made on any Junior Liquidation Securities. Holders of Series 1 Preferred
Stock shall not be entitled to any other distribution in the event of
liquidation, dissolution or winding-up of the affairs of the Corporation. If
upon any liquidation, dissolution or winding-up of the affairs of the
Corporation, the assets of the Corporation are not sufficient to pay in full the
liquidation payments payable to the holder of outstanding shares of the Series 1
Preferred Stock and all Parity Liquidation Securities, then the holders of all
such shares shall share equally and ratably in any distribution of assets in
proportion to the full liquidation payments determined as of the date of such
liquidation, dissolution or winding-up to which each of them is entitled. For
the purposes of this Section 5, neither a consolidation or merger of the
Corporation with or into one or more corporations nor a sale, lease, exchange or
transfer of all or substantially all of the Corporation's assets shall be deemed
to be a liquidation, dissolution or winding-up of the Corporation.

         6. REDEMPTION

         (a) Redemption. The Corporation may redeem at the option of the
Corporation in its sole discretion, at any time or from time to time, in whole
or in part, shares of Series 1 Preferred Stock (a

                                       17




<PAGE>



"Redemption"), at the Redemption Price. With respect to any Redemption of fewer
than all the outstanding shares of Series 1 Preferred Stock, the number of
shares to be redeemed and the manner of selecting the shares to be redeemed
(which may be pro rata by lot by Issue Date based on whether the Holder is or
has ceased to be an employee of the Corporation or a subsidiary thereof, or such
other method as the Board of Directors deems appropriate) shall be determined by
the Board of Directors. The Board of Directors shall have full power and
authority, subject to the provisions herein contained, to prescribe the terms
and conditions upon which shares of the Series 1 Preferred Stock shall be
redeemed from time to time.

         (b) Notice of Redemption. Notice of any Redemption of shares of Series
1 Preferred Stock, specifying the time and place of Redemption and the
Redemption Price (a "Redemption Notice"), shall be mailed, not more than sixty
(60) nor less than thirty (30) days prior to the date fixed for Redemption (the
"Redemption Date"), in a postage prepaid envelope to each Holder of Series 1
Preferred Stock to be redeemed at the address for such Holder shown on the
Corporation's records. No failure to give such Redemption Notice nor any defect
therein shall affect the validity of the procedure for the Redemption of any
shares of Series 1 Preferred Stock to be redeemed. Each such Redemption Notice
shall state:

                           i) the Redemption Date;

                           ii) the Redemption Price;

                           iii) the number of shares of Series 1 Preferred Stock
                           to be redeemed and, if fewer than all the shares of
                           Series 1 Preferred Stock held by a Holder are to be
                           redeemed, the number of shares thereof to be redeemed
                           from such Holder;

                           iv) the manner and place or places at which payment
                           for the shares of Series 1 Preferred Stock offered
                           for Redemption will be made, upon presentation and
                           surrender to the Corporation of the certificates
                           evidencing the shares being redeemed (if such shares
                           are certificated shares);

                           v) that dividends on the shares of Series 1 Preferred
                           Stock being redeemed shall cease to accrue on the
                           Redemption Date unless the Corporation defaults in
                           the payment of the Redemption Price with respect to
                           such shares; and

                           vi) that the rights of the Holders of Series 1
                           Preferred Stock as stockholders of the Corporation
                           with respect to shares being redeemed shall terminate
                           as of the Redemption Date unless the Corporation
                           defaults in the payment of the Redemption Price with
                           respect to such shares.

                           Upon mailing any such Redemption Notice, the
                           Corporation shall become obligated to redeem at the
                           Redemption Price on the applicable Redemption Date
                           all shares of Series 1 Preferred Stock therein
                           specified.

         (c) On any Redemption Date, the full Redemption Price shall become
payable in cash for the shares of Series 1 Preferred Stock being redeemed on
such Redemption Date. As a condition of payment of the Redemption Price, if the
shares of Series 1 Preferred Stock being redeemed are certificated shares, each
Holder of Series 1 Preferred Stock must surrender the certificate or

                                       18




<PAGE>



certificates representing the shares of Series 1 Preferred Stock being redeemed
to the Corporation in the manner and at the place designated in the Redemption
Notice. Each surrendered certificate shall be canceled and retired. All
Redemption payments will be made to the Holder of the shares being redeemed.

         (d) On any Redemption Date, except to the extent that the Corporation
defaults in the payment of the Redemption Price of any shares called for
Redemption, dividends on the Series 1 Preferred Stock called for Redemption
shall cease to accumulate and all rights of Holders of such shares shall
terminate except for the right to receive the Redemption Price, without
interest.

         7. RESTRICTION ON REDEMPTION AND OTHER ACQUISITIONS OF CERTAIN STOCK

                  Except in the case of repurchases of Common Stock by the
Corporation pursuant to Article II, Section 7 of the Bylaws of the Corporation,
the Corporation shall not purchase, redeem or otherwise acquire for
consideration, directly or indirectly, any shares of Series 1 Preferred Stock,
Parity Dividend Securities, Parity Liquidation Securities, Junior Dividend
Securities or Junior Liquidation Securities unless on or prior to the date of
such purchase, redemption or acquisition full cumulative dividends have been or
contemporaneously are declared in compliance with Section (4)(a) hereof, and a
sum set apart sufficient for such payment, on the Series 1 Preferred Stock for
all Dividend Periods terminating on or prior to such date. Notwithstanding the
foregoing, the Corporation may acquire Series 1 Preferred Stock, Parity Dividend
Securities, Parity Liquidation Securities, Junior Dividend Securities or Junior
Liquidation Securities (the "Replaced Securities") as a result of a
reclassification, exchange or conversion of the Replaced Securities solely into
or for other Capital Stock of the Corporation (the "Replacing Securities"), or
through the use solely of the proceeds of a substantially simultaneous sale of
Replacing Securities, provided in any such case that the Replacing Securities
are no higher in priority with respect to the Series 1 Preferred Stock and the
NonCumulative Preferred Stock, as to either dividend rights or rights on
liquidation, dissolution and winding-up, than the Replaced Securities.

         8. VOTING RIGHTS

                  The Series 1 Preferred Stock, except as otherwise required by
law, shall be non-voting.

         9. MUTILATED OR MISSING SERIES 1 PREFERRED STOCK CERTIFICATES

                  If any of the Series 1 Preferred Stock certificates shall be
mutilated, lost, or destroyed, the Corporation shall issue, in exchange and
substitution for and upon cancellation of the mutilated Series 1 Preferred Stock
certificate, or in lieu of and substitution for the Series 1 Preferred Stock
certificate lost, stolen or destroyed, a new Series 1 Preferred Stock
certificate of like tenor and representing an equivalent number of shares of
Series 1 Preferred Stock, but only upon receipt of evidence satisfactory to the
Corporation of such loss, theft or destruction of such Series 1 Preferred Stock
certificate and indemnity and bond, if requested.

         10. REISSUANCE OF SERIES 1 PREFERRED STOCK

                  Shares of Series 1 Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed or exchanged,
shall (upon compliance with any

                                       19




<PAGE>



applicable provisions of the laws of the State of New York) have the status of
authorized and unissued shares of Class B Preferred Stock of the Corporation
undesignated as to series and may be redesignated and reissued as part of any
series of Class B Preferred Stock of the Corporation.

         11. BUSINESS DAY

                  If any payment, redemption or exchange shall be required by
the terms hereof to be made on a day that is not a Business Day, such payment,
redemption or exchange shall be made on the immediately succeeding Business Day.

         12. HEADINGS OF SUBDIVISIONS

                  The headings of various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

         13. SEVERABILITY OF PROVISIONS

                  If any right, preference or limitations of the Series 1
Preferred Stock set forth herein is invalid, unlawful or incapable of being
enforced by reason of any rule of law or public policy, all other rights,
preferences and limitations set forth herein that can be given effect without
the invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

         14. LIMITATIONS

                  Except as may otherwise be required by law, the shares of
Series 1 Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those specifically
set forth herein or otherwise in the Certificate of Incorporation of the
Corporation.

DESIGNATION, PREFERENCES AND RIGHTS OF COMMON STOCK

         Subject to the preferences, privileges and powers with respect to each
class of capital stock of the Corporation having any priority over the Common
Stock, and the restrictions and qualifications thereof, the holders of the
Common Stock shall have and possess all rights pertaining to capital stock of
the Corporation.

         1. DIVIDENDS, ETC.

                  Subject to the dividend preferences of the holders of
Non-Cumulative Preferred Stock, Class A Preferred Stock, Class B Preferred
Stock, Class C Preferred Stock, Class D Preferred Stock and Class E Preferred
Stock as herein provided, the holders of Common Stock shall be entitled to
receive dividends as and when declared by the Board of Directors out of funds
legally available therefor in amounts per share as determined by the Board of
Directors.

         2. PAYMENT ON LIQUIDATION

                  Subject to the preferences upon liquidation, dissolution or
winding up of the holders of Non-Cumulative Preferred Stock, Class A Preferred
Stock, Class B Preferred Stock, Class C Preferred

                                       20




<PAGE>



Stock, Class D Preferred Stock and Class E Preferred Stock as herein provided,
in the event of any liquidation, dissolution or winding up of this Corporation
whether voluntary or involuntary, holders of each share of Common Stock shall be
entitled to be paid, before any sums shall be paid or any assets distributed to
holders of Special Membership Interests, out of assets of the Corporation
available for distribution to holders of the Corporation's capital stock, the
sum of $5.00 (plus declared but unpaid dividends) per share of Common Stock. If
the assets of the Corporation are insufficient to permit payment in full to the
holders of Common Stock as provided in this subsection 2, then the entire assets
of the Corporation available for distribution shall be distributed ratably among
the holders of shares of 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. For the
purposes of this Section 2, neither a consolidation or merger of the Corporation
with or into one or more corporations nor a sale, lease, exchange or transfer of
all or substantially all of the Corporation's assets shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation.

         3. VOTING RIGHTS. All voting rights of the Corporation shall be vested
exclusively in the holders of the Common Stock. Each holder of Common Stock
shall have one vote regardless of the number of such shares held by such
shareholder. When two or more holders of Common Stock join in an agricultural
venture which markets crops through the Corporation, the Board of Directors
shall in its discretion determine whether such venture is a single agricultural
enterprise for which the holders of the Common Stock who participate in the
enterprise shall have one vote among them or whether the venture is a multiple
enterprise entitling the holders of Common Stock who participate in the
enterprise to more than one vote.

         4. MANDATORY DISPOSITION. Any holder of Common Stock who ceases to be a
producer of agricultural products which he sells to the Corporation shall be
obligated to dispose of his Common Stock as provided in the Bylaws of the
Corporation.

DESIGNATION, PREFERENCES AND RIGHTS OF SPECIAL MEMBERSHIP INTERESTS

         Special Membership Interests shall be created effective as of a date
selected by the Board of Directors of the Corporation by capitalizing the
current earned surplus of the Corporation or such portion thereof as is
designated by the Board of Directors and allocating the resulting interests
among the current and former members of the Corporation in proportion to their
respective patronage deliveries of crops to the Corporation during the six
fiscal years ending on June 29, 2002. Each such Special Membership Interest
shall be evidenced by a certificate issued by the Corporation, shall have a
stated value of $.01 for each $25.00 of its face amount, and shall constitute a
fixed obligation of the Corporation equal to its face amount for purposes of
Section 17 of the New York Cooperative Corporations Law. Special Membership
Interests shall have no rights, preferences or powers except as and to the
extent expressly set forth in the Certificate of Incorporation and the Bylaws of
the Corporation.

         1. DIVIDENDS, ETC.

         Special Membership Interests shall carry no right to receive dividends
or other current distributions from the Corporation unless and until all of the
Preferred Stock of the Corporation has been redeemed or otherwise ceases to be
outstanding, after which time the holders of Special Membership Interests shall
be entitled to receive dividends in accordance with the terms specified in

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this Section 1. Such dividends shall be paid only when, as and if declared by
the Board of Directors of the Corporation out of funds legally available for
such purposes but shall be fully cumulative and shall accrue (whether or not
earned or declared, whether or not permitted under any agreement of the
Corporation, and whether or not there are funds legally available therefor),
without interest, from the first day of each subsequent Quarterly Dividend
Period. All such dividends on the Special Membership Interests shall accrue at a
rate of one and one-half percent (1 1/2%) per quarter and shall be payable in
arrears on each subsequent Dividend Payment Date in preference to and with
priority over any dividends on the Common Stock of the Corporation. For these
purposes, a "Dividend Payment Date" means April 30, July 31, October 31 and
January 31 of each year, and a "Quarterly Dividend Period" means the quarterly
period commencing on and including the day after each Dividend Payment Date and
ending on and including the immediately subsequent Dividend Payment Date.

         2. PAYMENT ON LIQUIDATION

         (a) Upon any liquidation, dissolution or winding-up of the affairs of
the Corporation, the holders of Special Membership Interests will be entitled to
receive out of the assets of the Corporation available for distribution an
amount in cash equal to the face value of their respective Special Membership
Interests, plus an amount in cash equal to all accrued and unpaid dividends
thereon (including an amount equal to a prorated dividend from the last Dividend
Payment Date to the date of the liquidating payment), after all liquidating
payments or other distributions are made with respect to the Preferred Stock and
the Common Stock of the Corporation. Holders of Special Membership Interests
shall not be entitled to any other distribution in the event of liquidation,
dissolution or winding-up of the affairs of the Corporation. If upon any
liquidation, dissolution or winding-up of the affairs of the Corporation, the
assets of the Corporation are not sufficient to pay in full the liquidation
payments payable to the holders of Special Membership Interests then they shall
share equally and ratably in any distribution of assets in proportion to the
full liquidation payments determined as of the date of such liquidation,
dissolution or winding-up, to which each of them is entitled. For the purposes
of this Section 2, neither a consolidation or merger of the Corporation with or
into one or more corporations nor a sale, lease, exchange or transfer of all or
substantially all of the Corporation's assets shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation.

         (b) After payment to the holders of Special Membership Interests as
herein provided, any remaining assets shall be distributed as provided in the
Bylaws of the Corporation.

         3. REDEMPTION

         (a) Redemption. In the event of (i) the redemption of all of the
Preferred Stock and (ii) (A) the sale of all or substantially all of the stock
of Agrilink Foods, Inc. ("Agrilink") in response to a purchase offer from a
purchaser or a group of purchasers acting in concert, (B) the sale, lease,
exchange or transfer of all or substantially all of the assets of Agrilink, (C)
the consolidation or merger of Agrilink with or into one or more other
corporations, or (D) the liquidation, dissolution or winding-up of Agrilink,
unless the transaction described in this clause (ii) results in the Corporation
and Vestar Capital Partners maintaining their respective ownership interests in,
and control over, Agrilink or a successor entity formed in connection with such
transaction, the Corporation may, at the option of the Corporation in its sole
discretion, at any time and from time to time, redeem, in whole or in part, the
Special Membership Interests for a redemption price in cash equal to the face
value of such Special Membership Interests plus an amount in cash equal to all
accrued and unpaid

                                       22




<PAGE>



dividends thereon (including an amount equal to a partial dividend from the last
Dividend Payment Date to the date of the redemption payment). With respect to
any redemption of fewer than all the Special Membership Interests, the portion
to be redeemed shall be determined by the Board of Directors of the Corporation
and shall be selected pro rata or by lot. The Board of Directors shall have full
power and authority, subject to the provisions herein contained, to prescribe
the terms and conditions upon which Special Membership Interests shall be
redeemed, provided that if any Common Stock of the Corporation is to remain
outstanding after any such redemption of Special Membership Interests, such
redemption may proceed only if the Board of Directors first establishes a
reserve in an amount equal to the amount that would then be payable to the
holders of such outstanding Common Stock if the Corporation were then
liquidated, on such terms as the Board of Directors deems sufficient.

         (b) Notice of Redemption. Notice of any redemption of Special
Membership Interests shall be given by publication at least once in a newspaper
printed in the English language and customarily published on each business day
and of general circulation in the County of Monroe, State of New York and in
such other local, regional or national publications, if any, as the Board of
Directors of the Corporation may determine. Such publication shall be not more
than sixty (60) days nor less than thirty (30) days prior to the date fixed for
redemption (the "Redemption Date"). Notice of any redemption of Special
Membership Interests specifying the time and place of redemption and the
redemption price (a "Redemption Notice"), shall also be mailed not more than
sixty (60) nor less than thirty (30) days prior to the Redemption Date in a
postage prepaid envelope to each holder of Special Membership Interests to be
redeemed at the address for such holder shown on the Corporation's records. No
failure to give such Redemption Notice nor any defect therein shall affect the
validity of the procedure for the redemption of any Special Membership Interests
to be redeemed. Each such Redemption Notice shall state:

                           i)       the Redemption Date;

                           ii)      the redemption price;

                           iii)     the amount of Special Membership Interests
                                    to be redeemed and, if fewer than all the
                                    Special Membership Interests held by a
                                    holder are to be redeemed, the portion
                                    thereof to be redeemed from such holder;

                           iv)      the manner and place or places at which
                                    payment for the Special Membership Interests
                                    offered for redemption will be made upon
                                    presentation and surrender to the
                                    Corporation of the certificates evidencing
                                    the Special Membership Interests being
                                    redeemed;

                           v)       that dividends on the Special Membership
                                    Interests being redeemed shall cease to
                                    accrue on the Redemption Date unless the
                                    Corporation defaults in the payment of the
                                    redemption price with respect to such
                                    Special Membership Interests; and

                           vi)      that the rights of holders of Special
                                    Membership Interests with respect to Special
                                    Membership Interests being redeemed shall
                                    terminate as of the Redemption Date unless
                                    the Corporation defaults in the payment of
                                    the redemption price with respect to such
                                    Special Membership Interests.

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<PAGE>




                           Upon mailing any such Redemption Notice, the
                           Corporation shall become obligated to redeem at the
                           redemption price on the applicable Redemption Date
                           all Special Membership Interests therein specified.

         (c) On any Redemption Date, the full redemption price shall become
payable in cash for the Special Membership Interests being redeemed on such
Redemption Date. As a condition of payment of the redemption price, each holder
of Special Membership Interests must surrender the certificate or certificates
representing the Special Membership Interests being redeemed to the Corporation
in the manner and at the place designated in the Redemption Notice. Each
surrendered certificate shall be canceled and retired. All redemption payments
will be made to the holders of the Special Membership Interests being redeemed.

         (d) On any Redemption Date, unless and to the extent that the
Corporation defaults in the payment of the redemption price for any Special
Membership Interests called for redemption, dividends on the Special Membership
Interests called for redemption shall cease to accumulate and all rights of
holders of such Special Membership Interests shall terminate, except for the
right to receive the redemption price without interest.

         4. VOTING RIGHTS

                  The Special Membership Interests shall be non-voting, except
that the holders thereof shall be entitled to vote as a class on any proposed
amendment to the Certificate of Incorporation or Bylaws of the Corporation
that would alter or change in any way, directly or indirectly, the rights,
preferences, powers or privileges of the Special Membership Interests,
including, but not limited to, the creation of any new class of membership
interests having a preference over or on parity with the Special Membership
Interests and any increase in the authorized amount of Special Membership
Interests.

         5. MUTILATED OR MISSING SPECIAL MEMBERSHIP INTEREST CERTIFICATES

                  If any of the Special Membership Interest certificates shall
be mutilated, lost, stolen or destroyed, the Corporation shall issue, in
exchange and substitution for and upon cancellation of the mutilated Special
Membership Interest certificate, or in lieu of and substitution for the Special
Membership Interest certificate lost, stolen or destroyed, a new Special
Membership Interest certificate of like tenor and representing an equivalent
Special Membership Interest, but only upon receipt of evidence satisfactory to
the Corporation of such loss, theft or destruction of such Special Membership
Interest certificate and indemnity and bond, if requested.

         6. SEVERABILITY OF PROVISIONS

                  If any right, preference or limitation of the Special
Membership Interests set forth herein is invalid, unlawful or incapable of being
enforced by reason of any rule or law or public policy, all other rights,
preferences and limitations set forth herein which can be given effect without
the invalid unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

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<PAGE>




         7. LIMITATIONS

         Except as may otherwise be required by law, the Special Membership
Interests shall not have any powers, preferences or relative, participating,
optional or other special rights other than those specifically set forth herein
or in the Bylaws of the Corporation.

                                ****************

         7. The following provisions are adopted for the regulations of the
business and conduct of the affairs of the Corporation.

         (a) No transaction, right or liability entered into, enjoyed or
incurred by or in respect of the Corporation, shall be affected by the fact that
any director or directors of the Corporation are or may have been personally
interested in or concerning the same, and each director of the Corporation is
hereby relieved of any and all liability which otherwise might prevent him from
contracting with the Corporation for the benefit of himself or any firm,
association or corporation, in which in any way he may be interested.

         (b) The Board of Directors may, from time to time, sell any or all of
the unissued capital stock of the Corporation, whether the same be any of the
original authorized capital or of any increase thereof, without first offering
the same to the stockholders then existing, and all such sales may be made upon
such terms and conditions as the Board of Directors may be deemed advisable, and
may restrict a purchase, sale, distribution, transfer, owning and holding of
stock as fully and to the extent as authorized by the New York Cooperative
Corporations Law.

         (c) The earnings and savings of the Corporation, after payment of
dividends as aforesaid and after deduction of reserve and other funds in amounts
required or permitted by law to be established, shall be distributed, whether in
the form of stock, cash, or evidence of indebtedness, or notices of equity or
participation or in services, proportionately and equitably among the persons
for whom it does business, on the basis of the amount of sales, purchases or
other services, rendered to or by such persons, and within the limits of law, in
accordance of the Bylaws of the Corporation.

         (d) No director of the Corporation shall be personally liable to the
Corporation or to any member or shareholder for damages for any breach of duty
in such capacity except where a judgment or other final adjudication adverse to
such director establishes: (i) that the director's acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law; or (ii)
that the director personally gained in fact a financial profit or other
advantage to which the director was not legally entitled; or (iii) that the
director's acts violated Section 719 of the New York Business Corporation Law.
If the New York Business Corporation Law or Cooperative Corporation Law is
hereafter amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of the directors of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the New York Business Corporation Law and Cooperative Corporation Law, as so
amended.

         8. The Secretary of State of the State of New York is designated as the
agent of the Corporation upon whom process against it may be served, and the
post office address to which the Secretary of State shall mail a copy of such
process served upon him is: c/o C T Corporation System, 111 Eighth Avenue, New
York, New York 10011. C T Corporation System, 111 Eighth Avenue,

                                       25




<PAGE>



New York, New York 10011 is further designated as the registered agent of the
Corporation upon whom process against it may be served.

5. This amendment and restatement does not provide for any change in issued
shares, but does provide for a reduction of authorized shares from 62,000,000 to
60,000,000 by reducing the number of authorized shares of Common Stock from
7,000,000 shares, par value $5.00 per share to 5,000,000 shares, par value $5.00
per share through the elimination of 2,000,000 previously authorized but
unissued shares. This amendment and restatement does not result in any reduction
in stated capital.

6. The amendment and restatement of the certificate of incorporation was
authorized by vote of a majority of the Board of Directors at a meeting duly
convened and held June 6, 2002, and was ratified and authorized by the members
of the Corporation at a meeting duly convened and held on July 22, 2002.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 8th day of
August, 2002.

                                                     /s/ Bruce R. Fox
                                                     ---------------------------
                                                     Bruce R. Fox, President

State of Michigan      )
                       )ss:
County of Oceana       )


                    On this 8th day of August, 2002, before me personally
appeared Bruce R. Fox, to me personally known, who, being by me duly sworn did
depose and say that he is the President of Pro-Fac Cooperative, Inc., the
corporation described in the foregoing certificate, and that he has been
authorized to execute and file such certificate by the votes required by Section
12 of the New York Cooperative Corporations Law and in the manner therein
prescribed.

                                       /s/ Gregory A. Siebert
                                       ---------------------------

                                       26




<PAGE>




                                       /s/ David M. Mehalick
                                       ---------------------------
                                       David M. Mehalick, Assistant Secretary



State of New York )
                  )ss:
County of Monroe  )


                    On this 8th day of August, 2002, before me personally
appeared David M. Mehalick, to me personally known, who, being by me duly sworn
did depose and say that he is the Assistant Secretary of Pro-Fac Cooperative,
Inc., the corporation described in the foregoing certificate, and that he has
been authorized to execute and file such certificate by the votes required by
Section 12 of the New York Cooperative Corporations Law and in the manner
therein prescribed.

                                       /s/ Julia H. McMaster
                                       ----------------------------

                                       27




<PAGE>




                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            PRO-FAC COOPERATIVE, INC.

           Pursuant to Section 12 of the Cooperative Corporations Law

                                HARRIS BEACH LLP
                                 99 Garnsey Road
                            Pittsford, New York 14534


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