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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549Form 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the Fiscal Year Ended June 28, 2008[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the Transition Period from _______ to ________Commission File Number 0-20539PRO-FAC COOPERATIVE, INC.(Exact Name of Registrant as Specified in Its Charter)

|New York                                           |  | 16-6036816            
|-------------------------------------------------- |  | ----------------------
|(State or other jurisdiction
        of            |  | (IRS Employer         
|incorporation or organization)                     |  | Identification Number)
|                                                  
|590 Willow Brook Office
        Park, Fairport, NY |  | 14450                 
|(Address of Principal Executive
        Offices)   |  | (Zip Code)            

Registrants telephone number, including area
code: (585) 218-4210Securities Registered Pursuant
to Section 12(b) of the Act:

|Title of each class                           |  | Name of each exchange on
        which registered
|--------------------------------------------- |  | -------------------------------------------------
|Class A Cumulative Preferred
          Stock  |  | The Nasdaq Stock Market
          LLC            
|Liquidation Preference
          $25.00/Share |  |                                                  
|Par Value $1.00/Share                         |  |                                                  

Securities Registered Pursuant to Section 12(g) of the Act: None



|Indicate by check mark if the registrant is
        a well-known seasoned issuer, as defined in Rule 405 of the Securities
    Act.                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|YES       NOX                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                             
|Indicate by check mark if the registrant is
        not required to file reports pursuant to Section 13 or Section 15(d)
    of the Act.                                                                                                                                                                                                                                                     
|YES       NOX                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                             
|Indicate by check mark whether the registrant:
        (1) has filed all reports required to be filed by Section 13 or 15(d)
        of the Securities Exchange Act of 1934 during the preceding 12 months
        (or for such shorter period that the registrant was required to file
        such reports), and (2) has been subject to such filing requirements for
    the past 90 days.
|YES X      NO                                                                                                                                                                                                                                                                                                                                                                                

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the
    registrant is a large accelerated filer, an accelerated filer, a non-accelerated
    filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):

|Large accelerated filer ___                                             |  | Accelerated filer ___     |   | 
|----------------------------------------------------------------------- |  | ------------------------- | - | 
|Non-accelerated filer (Do not check if a smaller reporting company) ___ |  | Smaller reporting company | X | 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES       NOXAggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of December 28, 2007Common Stock: $7,403,615(Based upon par value of shares since there is no market for the registrants common stock)Number of shares of common stock outstanding at September 15, 2008:Common Stock: 1,700,064

1 of 49 Pages

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FORM 10-K ANNUAL REPORT - Fiscal Year 2008
PRO-FAC
COOPERATIVE, INC.TABLE OF CONTENTS

|                                                                            |  |                                                                                                        |  | PAGE
|--------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ----
|Cautionary Statement
        on Forward-Looking Statements and Risk Factors |  | 3                                                                                                     
|                                                                           
|                                                                            |  | PART I                                                                                                 |  |     
|                                                                           
|ITEM 1.                                                                     |  | Description of Business                                                                                |  |     
|                                                                            |  | General Development of
      Business                                                                  |  | 4   
|                                                                            |  | Narrative Description of
      Business                                                                |  | 6   
|ITEM 2.                                                                     |  | Properties                                                                                             |  | 7   
|ITEM 3.                                                                     |  | Legal Proceedings                                                                                      |  | 7   
|ITEM 4.                                                                     |  | Submission of Matters to
        a Vote of Security Holders                                            |  | 7   
|                                                                           
|                                                                            |  | PART II                                                                                                |  |     
|                                                                           
|ITEM 5.                                                                     |  | Market for Registrants
        Common Equity, Related Stockholder Matters                             |  |     
|                                                                            |  | and Issuer Purchases of Equity
        Securities                                                      |  | 8   
|ITEM 7.                                                                     |  | Managements Discussion
        and Analysis of Financial Condition and Results of Operations          |  | 8   
|ITEM 8.                                                                     |  | Financial Statements and
        Supplementary Data                                                    |  | 13  
|ITEM 9.                                                                     |  | Changes in and Disagreements
        with Accountants on Accounting and Financial Disclosure           |  | 28  
|ITEM 9A(T).                                                                 |  | Controls and Procedures                                                                                |  | 28  
|ITEM 9B.                                                                    |  | Other Information                                                                                      |  | 28  
|                                                                           
|                                                                            |  | PART III                                                                                               |  |     
|                                                                           
|ITEM 10.                                                                    |  | Directors, Executive Officers
        and Corporate Governance                                         |  | 29  
|ITEM 11.                                                                    |  | Executive Compensation                                                                                 |  | 31  
|ITEM 12.                                                                    |  | Security Ownership of Certain
        Beneficial Owners and Management and Related Stockholder Matters |  | 33  
|ITEM 13.                                                                    |  | Transactions with Related
        Persons and Director Independence                                    |  | 35  
|ITEM 14.                                                                    |  | Principal Accountant Fees
        and Services                                                         |  | 36  
|                                                                           
|                                                                            |  | PART IV                                                                                                |  |     
|                                                                           
|ITEM 15.                                                                    |  | Exhibits and Financial Statement
        Schedules                                                     |  | 37  
|                                                                            |  | Signatures                                                                                             |  | 40  

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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS

From time to time, Pro-Fac Cooperative, Inc. (Pro-Fac or the Cooperative) or persons acting on behalf of Pro-Fac may make oral and written statements that may constitute forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995 (the PSLRA) or by the Securities and Exchange Commission (SEC) in its rules, regulations, and releases. The Cooperative desires to take
advantage of the safe harbor provisions in the PSLRA for forward-looking statements made from time to time, including, but not limited to, the forward-looking information contained in the"Managements Discussion and Analysis of Financial Condition and Results of Operations" section of this Report and other statements made in this Form 10-K and in other filings with the SEC.

The Cooperative cautions readers that any such forward-looking statements made by or on behalf of the Cooperative are based on managements current expectations and beliefs, all of which could be affected by the
uncertainties and risk factors described below. The Cooperatives actual results could differ materially from those expressed or implied in the forward-looking statements. The risk factors that could impact the Cooperative include:

- The Cooperatives most significant asset is its investment in Birds Eye Holdings LLC (Holdings LLC), a Delaware limited liability company and indirect parent corporation of
Birds Eye Foods, Inc. (Birds Eye Foods). Holdings LLC is not a reporting company under the Securities Exchange Act of 1934 (the 1934 Act) and, accordingly, does not file annual reports
on Form 10-K, quarterly reports on Form 10-Q or other periodic reports with the SEC. Moreover, while the Cooperative, as a party to the limited liability company agreement of Birds Eye Foods
Holdings LLC dated August 19, 2002 (as amended from time to time, the Limited Liability Company Agreement), is provided with the annual financial statements of Holdings
LLC and, to the extent received by Holdings LLC, the financial statements of Birds Eye Foods, any financial information received pursuant to the Limited Liability Company Agreement is subject to confidentiality
provisions that preclude public disclosure. Accordingly, the holders of shares of Pro-Fac capital stock do not have access to information about Holdings LLC or its indirect,
wholly-owned subsidiary, Birds Eye Foods, their financial condition and results of operations.
- The Cooperatives ability to pay dividends is dependent upon available cash, capital surplus and its future earnings. The Cooperatives principal use of available cash has been the
payment of dividends on its preferred stock and the redemption of its securities. Historically, the $10.0 million annual receipts under its termination agreement with Birds Eye Foods dated August 19, 2002, and amended March 29, 2007 (the Termination Agreement) have been the principal source of cash for payment of dividends with the last $2.0 million installment received in July 2007.
In July 2007, Pro-Fac also received a $120.1 million distribution from Holdings LLC, as discussed below. Although Pro-Fac is a party to the Limited Liability Company Agreement and, as
a member of Holdings LLC, is entitled to annual distributions, if made, Holdings LLC had advised Pro-Fac prior to July 2007, that it would not speculate as to whether distributions will be made under the Limited
Liability Company Agreement. As a minority owner of Holdings LLC, Pro-Fac has no control over the determination of whether such distributions will be made and operates under a
business plan that assumes no further distributions will be made.As previously announced and as further described under Liquidity and Capital Resources in Part II, Item 7 in this Report, during the second quarter of fiscal 2009, Pro-Fac expects
to redeem up to 400,000 shares of its Class A cumulative preferred stock at a price of $25.00 per share, for an aggregate redemption cost of not more than $10.0 million and to pay dividends on its preferred stock to the date of the redemption (approximately $0.8 million).Using proceeds of a July 2007 distribution from Holdings LLC, the Board of Directors declared and the Cooperative
paid dividends on its preferred stock in July and October 2007 and January and April and July 2008 and the Board of Directors has declared a $0.43 per share dividend on its preferred
stock payable in October 2008. There can be no assurances that Pro-Fac will pay dividends after the payment on October 31, 2008. The declaration of any future dividends is subject to Board action in advance of any such declaration based upon available facts and circumstances at such time.

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PART I

|ITEM 1. | DESCRIPTION OF BUSINESS
|------- | -----------------------

GENERAL DEVELOPMENT OF BUSINESS

Pro-Fac is an agricultural cooperative corporation formed in 1960 under the Cooperative Corporations Law of New York to market crops grown by its members. Crops marketed by Pro-Fac include fruits (cherries, apples,
blueberries, and peaches), vegetables (snap beans, beets, cucumbers, peas, sweet corn, carrots, cabbage, squash, asparagus and potatoes) and popcorn. Only growers of crops marketed through Pro-Fac (or associations of such growers) can become members
of Pro-Fac. A grower becomes a member of Pro-Fac through the purchase of common stock. As of June 28, 2008, there were approximately 486 Pro-Fac members, consisting of individual growers or associations of growers, located principally in the states
of New York, Delaware, Pennsylvania, Illinois, Michigan, Washington, Oregon, Iowa, Nebraska and Florida.

Pro-Fac members are paid commercial market value (CMV) for crops delivered by them to Pro-Fac. CMV is the weighted average price paid by commercial processors for the same or similar crops, used for the same or
similar purposes, in the same or similar marketing areas. In addition, Pro-Fac members may be paid their allocable share of the Cooperatives patronage income, determined in accordance with the Cooperatives by-laws in excess of CMV, after
the payment of dividends, if any, on the Cooperatives capital stock. Generally, any such excess patronage proceeds have been paid to Pro-Fac members partially in cash and partially in the form of retains.

Supply Agreements

Pro-Fac member-growers deliver raw product to Pro-Facs customers pursuant to supply agreements covering various crop commodities.  Pro-Fac customers pay Pro-Fac the estimated CMV of the crops supplied by Pro-Fac
member-growers, which is established annually by commodity committees of Pro-Fac and its customers.

Birds Eye Foods, a significant Pro-Fac customer, buys mainly fruits from Pro-Fac pursuant to the terms of the Amended and Restated Marketing and Facilitation Agreement dated August 19, 2002 between Pro-Fac and Birds Eye
Foods. Birds Eye Foods pays Pro-Fac the CMV of the crops in installments corresponding to the dates payment is made by Pro-Fac to its members for the delivered crops.

Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye Foods determines the amount of crops, which it will acquire from Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount and (ii) a defined target percentage of the needs of Birds Eye Foods for each particular crop, then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The
defined crop amounts and targeted percentages were set based upon the needs of Birds Eye Foods in the 2002 crop year (fiscal 2003). The shortfall payment provisions include a maximum shortfall payment for each crop. The aggregate shortfall payment
amounts for all crops covered under the agreement cannot exceed $10.0 million over the term of the agreement.

Unless terminated earlier, the Amended and Restated Marketing and Facilitation Agreement will continue in effect until August 19, 2012. Birds Eye Foods may terminate the Amended and Restated Marketing and Facilitation
Agreement prior to August 19, 2012 upon the occurrence of certain events, including a change in control transaction affecting Birds Eye Foods or Holdings Inc.

On December 21, 2006, Birds Eye Foods sold substantially all of the operating assets of its non-branded frozen vegetable business to Allens, Inc. (Allens) including its processing facilities located in Oakfield
and Bergen, New York. As part of that transaction, Birds Eye Foods assigned to Allens, together with all associated rights and obligations, the portion of the supply arrangements under the Amended and Restated Marketing and Facilitation Agreement
related to crops processed in the New York facilities.

On April 17, 2007, Pro-Fac and Allens entered into a raw product supply agreement (the Supply Agreement), which supersedes those portions of the Amended and Restated Marketing and Facilitation Agreement assigned
by Birds Eye Foods to Allens. The Supply Agreement extends through the 2011 growing season and evidences the terms pursuant to which Pro-Fac will serve as the supplier of snap beans, corn, peas, carrots and butternut squash to the Bergen and
Oakfield, New York processing facilities acquired by Allens.

4

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Pursuant to the Supply Agreement, Allens purchases raw products from Pro-Fac grown by Pro-Facs members. Allens pays Pro-Fac the CMV, as determined in accordance with Pro-Facs custom and past practice, for the
crops delivered to Allens in installments corresponding to the dates payment is made by Pro-Fac to its members for the delivered crops.  The Supply Agreement further provides that Allens will provide Pro-Fac services relating to planning,
consulting, sourcing and harvesting crops from Pro-Fac members in a manner consistent with past practices of Birds Eye Foods.

Service Agreement with Farm Fresh First, LLC

During the quarter ended March 24, 2007, Pro-Fac acquired a 6.25% membership interest in Farm Fresh First, LLC (Farm Fresh), and currently owns a 5.55% interest. On April 13, 2007, Pro-Fac entered into an
agricultural services agreement with Farm Fresh. Under the services agreement, Farm Fresh provides Pro-Fac with agricultural and administrative services and acts as Pro-Facs exclusive sales agent for the sale of agricultural products grown by
Pro-Fac member-growers located in New York State, which are not otherwise subject to supply agreements with third parties.  Certain members of Pro-Fac own the majority of the membership interests of Farm Fresh either directly or indirectly through
entities owned or controlled by them. Included are three members of Pro-Facs Board of Directors, Peter Call, Kenneth Mattingly and James Vincent, who are each indirect owners of 5.55% of the membership interest of Farm Fresh (total 16.65%)
through affiliated entities. Messrs. Call, Mattingly and Vincent serve on the board of directors of Farm Fresh, and Mr. Call serves as chairman.

Termination Agreement with Birds Eye Foods

From August 19, 2002 through July 2007, Pro-Facs primary source of income has been payments received under the Termination Agreement, which provided for Birds Eye Foods payment of a termination fee to Pro-Fac of $10.0
million per year for five years in consideration of the termination of the 1994 marketing and facilitation agreement between Birds Eye Foods and Pro-Fac as part of the Transaction described below under Limited Liability Company Agreement with Vestar. The termination fee was paid annually in installments as follows: $4.0 million on each July 1, and $2.0 million on each October 1, January 1 and
April 1. Under an amendment to the agreement entered into on March 28, 2007, the last $2.0 million installment was received on July 3, 2007.

Limited Liability Company Agreement with Vestar

In connection with the acquisition by Vestar/Agrilink Holdings LLC, a Delaware limited liability company, and certain co-investors (collectively, Vestar) of Birds Eye Foods on August 19, 2002 (the
Transaction), Pro-Fac and Vestar, together with others, entered into the Limited Liability Company Agreement. While Birds Eye Foods is not a party to the Limited Liability Company Agreement, the agreement contains terms and conditions relating
to the management of Holdings LLC and its subsidiaries (including Birds Eye Foods), the distribution of profits and losses and the rights and limitations of members of Holdings LLC.

The Limited Liability Company Agreement provides, among other things, that Holdings LLCs distributable assets, which include cash receipts from operations, investing and financing, net of expenses, will be distributed
to Holdings LLCs members as determined by Holdings LLCs management committee. In general, those distributable assets are distributed first to holders of Holdings LLCs preferred units and then to holders of common units. As of June
28, 2008, Pro-Fac owned approximately 40.0 percent of the common equity of Holdings LLC, through its ownership of 321,429 Class B common units. Holders of common units, other than Class A common units, are entitled to one vote for each common unit
owned; owners of Class A common units are entitled to two votes for each Class A common unit owned. Vestar owns 100.0 percent of the Class A common units; Vestar has a voting majority of all common units. As of June 28, 2008, Holdings LLC had no
preferred units issued and outstanding.

The Limited Liability Company Agreement also provides that, subject to restrictions contained in any financing arrangements of Holdings LLC or its subsidiaries (including Birds Eye Foods), after August 19, 2007 and prior to
a sale or dissolution of Holdings LLC, Holdings LLC will use commercially reasonable efforts to cause Birds Eye Foods to distribute annually to Holdings LLC up to $24.8 million of cash flow from the operations of Birds Eye Foods, which Holdings LLC
will then distribute to the holders of its common units. In July 2007, Pro-Fac received a $120.1 million distribution from Holdings LLC, as described below. Prior to July 2007, Pro-Fac had been advised that Holdings LLC would not speculate as to
whether distributions would be made under the Limited Liability Company Agreement.  Accordingly, as a minority owner of Holdings LLC, with no control over the determination of whether distributions will be made and Pro-Fac is operating under a
business plan that assumes no further distributions will be made under the Limited Liability Company Agreement.

5

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In July 2007, Pro-Fac received a distribution of approximately $120.1 million from Holdings LLC.  Pro-Fac invested the $120.1 million distribution in high quality, low risk investments pending use of the funds. During the
first quarter of fiscal year 2008, Pro-Fac used this distribution: to redeem all retained earnings allocated to its members at a cost of approximately $6.8 million; to pay dividends on its non-cumulative preferred stock and its Class A cumulative
preferred stock at a cost of approximately $5.4 million; and to repay principal and interest owed under its Credit Agreement with Birds Eye Foods in an amount equal to approximately $1.1 million. During the second quarter of fiscal year 2008,
Pro-Fac used this distribution: to redeem all of Pro-Facs non-cumulative preferred stock at a price of $25.00 per share for an aggregate redemption cost of approximately $0.7 million; to redeem 3,155,433 shares of its Class A cumulative
preferred stock at a price of $25.00 per share for an aggregate redemption cost of approximately $78.9 million related to the Class A cumulative preferred stock; and to pay dividends on its preferred stock to the date of redemption as required to
affect the redemption at a cost of approximately $2.1 million.

As previously announced and as further described under Liquidity and Capital Resources in Part II, Item 7 in this Report, during the second quarter of fiscal 2009, Pro-Fac expects to redeem up to 400,000 shares
of its Class A cumulative preferred stock at a price of $25.00 per share, for an aggregate redemption cost of not more than $10.0 million and to pay dividends on its preferred stock to the date of the redemption (approximately $0.8 million).

The discussion of the various agreements above is only a summary of their respective terms; the summary and all statements made elsewhere in this Report relating to the agreements are qualified in their entirety by
reference to those agreements, copies of which are filed as exhibits to this Report, or, although included in the Exhibit Index to this Report have been previously filed by Pro-Fac with the SEC.

Pro-Fac accounts for its investment in Holdings LLC under the cost method of accounting. See Note 1. Description of Business and Significant Accounting Policies under Notes to Financial Statements in
Part II, Item 8 of this Report.

Financial Information About Industry Segments

Pro-Fac conducts its business in only one business segment, the marketing of its members crops, including raw fruits and vegetables. See Statements of Operations, Allocation of Net Income/(Loss), and Comprehensive
Income/(Loss) in Part II, Item 8 of this Report.

NARRATIVE DESCRIPTION OF BUSINESS

Pro-Fac is an agricultural cooperative that markets and sells its members' crops to food processors. Sales of crops are accounted for as agent or principal based on the terms of the individual transactions. Pro-Fac earns
gross profit or margin on certain transactions.

Pro-Facs Business

Pro-Facs principal products are discussed above in General Development of Business.

Packaging and Distribution

The distribution activities of Pro-Fac are limited to the delivery of raw fruits and vegetables to its customers.

Raw Material Sources

Pro-Facs primary source of crops for delivery to its customers is through Pro-Fac members.

Seasonality of Business

Under the Birds Eye Foods Amended and Restated Marketing Facilitation Agreement and the Allens Supply Agreement, Pro-Fac receives CMV payment for its members crops sold to Birds Eye Foods and Allens in installments
corresponding to the payment by Pro-Fac to its members of CMV for the crops delivered. The timing of cash receipts from other Pro-Fac customers does not always coincide with the related payment to member-growers and may require the Cooperative to
use its working capital or short-term borrowings to fund payments to Pro-Fac member-growers until payments are received from these customers.

Significant Customers

The CMV of crops delivered by Pro-Fac was approximately $76.9 million and $74.1 million for the fiscal years ended June 28, 2008 and June 30, 2007, respectively.  For the fiscal years ended June 28, 2008 and June 30, 2007,
approximately 29 percent and 84 percent, respectively, of the crops purchased by Pro-Fac from its members were sold to Birds Eye Foods pursuant to the Amended and Restated Marketing and Facilitation Agreement. For the same years, approximately 48
percent and 3 percent, respectively, of crops purchased by Pro-Fac from its members were sold to Allens pursuant to the raw product supply agreement.

Competitive Conditions

Pro-Facs largest customers are Birds Eye Foods and Allens.  The Cooperative competes with other cooperatives and individual growers for customers with respect to the marketing and sale of its members
crops.

6

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Employees

At June 28, 2008, Pro-Fac had four full-time employees.

Practices Concerning Working Capital

Pro-Facs principal working capital requirement is to fund payments to its member-growers for crops delivered to Birds Eye Foods, Allens and other customers of Pro-Fac. Payments to member-growers for crops delivered to
Birds Eye Foods and Allens are funded using CMV payments received from Birds Eye Foods and Allens. These receipts and payments are generally simultaneous. Receipts from other customers do not always coincide with related payments to member-growers
and may require the Cooperative to use its working capital or short-term borrowings until payments are received from these customers.

The Cooperative may borrow up to $2.0 million under the terms of a line of credit (the M&T Line of Credit) with Manufacturers and Traders Trust Company (M&T Bank). As of June 28, 2008, no
amount was outstanding under the M&T Line of Credit. For additional information about the M&T Line of Credit see the discussions under the heading Liquidity and Capital Resources in Part II, Item 7 of this Report and NOTE
3. Long-Term Debt under Notes to Financial Statements in Part II, Item 8 of this Report.

Environmental

As part of the Transaction, Pro-Fac agreed to indemnify Birds Eye Foods for certain environmental liabilities. This obligation is only triggered once the aggregate of all liabilities subject to indemnification under the
Unit Purchase Agreement (including those unrelated to environmental matters) exceeds $10.0 million.

|ITEM 2. | PROPERTIES
|------- | ----------

At June 28, 2008, Pro-Fac leased its principal office which is located at 590 WillowBrook Office Park, Fairport, New York and consists of 1,195 square feet of office space through June 2009 at an annual rate of $18,888
($1,574 per month).

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

The Cooperative is party to various legal proceedings from time to time in the normal course of its business. In the opinion of management, any liability that might be incurred upon the resolution of these proceedings will
not, in the aggregate, have a material adverse effect on the Cooperative's business, financial condition or results of operations. Further, no such proceedings are known to be contemplated by any governmental authorities. The Cooperative maintains
general liability insurance coverage in amounts deemed to be adequate by the Board of Directors.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS
|------- | -------------------------------------------------------

No matters were submitted to a vote of security holders during the fourth quarter of fiscal year 2008.

7

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PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ----------------------------------------------------------------------------------------------------------------

There is no public trading market for the Cooperatives common stock. Only member-growers of the Cooperative can own shares of the Cooperatives common stock. As of June 28, 2008, there were 486 members of Pro-Fac
holding shares of Pro-Fac common stock. In January 2003, the Board of Directors of Pro-Fac suspended the payment of dividends on the Cooperative's common stock for an indefinite period of time. Further, the New York Cooperative Law restricts the
amount of annual dividends that Pro-Fac may pay on its shares of common stock to 12 percent of the issue price per annum.

Additional information concerning dividends and related stockholder matters may be found in the following sections of this Report: Cautionary Statements on Forward-Looking Statements and Risk Factors,
Liquidity and Capital Resources in Part II, Item 7 of this Report, "Statements of Cash Flows", "Statements of Changes in Shareholders' and Members Capitalization and Redeemable Stock", in Part II, Item 8 of this Report and in NOTE
5. Common Stock and Capitalization under Notes to Financial Statements in Part II, Item 8 of this Report.

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -----------------------------------------------------------------------------------------

The following section should be read in conjunction with Part I, Item 1: Business; and Part II, Item 8: Financial Statements and Supplementary Data of this Report.

The purpose of this discussion is to outline the significant reasons for changes in the Statement of Operations from fiscal 2007 through fiscal 2008.

CHANGES FROM FISCAL YEAR 2007 TO FISCAL YEAR 2008

Net Sales, Cost of Sales and Gross Profit:Net sales and cost of sales decreased in fiscal year 2008 as the Cooperative
entered into fewer sales transactions as a principal than in fiscal year 2007.

Gain from Transaction with Birds Eye Foods, Inc. and Related Agreements:In accordance with the Termination Agreement,
Pro-Fac was entitled to the payment of a termination fee of $10.0 million per year for five years payable in quarterly installments, as follows: $4.0 million on each July 1, and $2.0 million on each October 1, January 1, and April 1 with the final
payment received in July 2007.

Payments under the Termination Agreement were considered additional consideration related to the Transaction. Accordingly, the portion of the payments received under the Termination Agreement representing Pro-Facs
continuing ownership percentage was recorded as a reduction to Pro-Facs investment in Holdings LLC. The remaining portion of the payments received was recognized as additional gain on the Transaction with Birds Eye Foods in the period
received. Accordingly, in fiscal year 2008 and 2007, Pro-Fac recognized approximately $1.2 million and $4.8 million, respectively, as additional gain from the receipt of termination payments.

Margin on
Delivered Product:The Cooperative negotiates certain sales transactions on behalf of its members which result in margin being earned by the Cooperative. The Cooperative earned $0.3 million in margin
during fiscal year 2008 and $0.6 million in fiscal year 2007, respectively. The decrease in margin resulted primarily from the timing of sales transactions.

Selling, Administrative, and General Expense:Selling, administrative, and general expenses totaled $1.8 million and $1.5 million for fiscal years 2008 and 2007,
respectively. The increase is due to increased services purchased by the Cooperative from Farm Fresh for a full year in fiscal year 2008, an increase in directors fees and increased professional fees, offset by decreases in insurance expense
and other expenses.

Distribution from Holdings LLC:During the first quarter of fiscal year 2008, Pro-Fac received a distribution of
approximately $120.1 million from Holdings LLC under the Limited Liability Agreement. In accordance with the cost method of accounting for the investment in Holdings LLC, Pro-Fac reduced its investment in Holdings LLC by $3.5 million to zero with
the remaining $116.6 million of the distribution recorded as income. No distributions were received in fiscal year 2007. Holdings LLC has advised Pro-Fac that it will not speculate as to whether future distributions will be made.

8

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Contract Termination Receipts and Payments:During fiscal year 2008, Pro-Fac was notified that, due to closure of a
processing plant by a customer, the customer would no longer be purchasing product specified under the terms of a raw product supply agreement. On April 14, 2008, Pro-Fac entered into a settlement agreement and release with the customer. In
consideration of the termination of the raw product supply agreement, Pro-Fac received a payment of approximately $1.4 million.

Subsequently, Pro-Fac agreed to make contract termination payments totaling approximately $1.0 million to member-growers who would no longer be supplying raw product for the customer. Pro-Fac also redeemed approximately
$348,000 of common stock of those member-growers representing approximately 56% of shares owned by those members.

Shortfall Payments:Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye Foods determines the
amount of crops which it will acquire from Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods during a particular crop year does not meet (i) a defined crop amount and (ii) a defined target percentage of Birds Eye
Foods needs for each particular crop, then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The defined crop amounts and targeted percentages were set based upon the needs of Birds Eye Foods in the 2002 crop year (fiscal
2003). The shortfall payment provisions include a maximum shortfall payment for each crop. During fiscal year 2008, Pro-Fac ascertained that Birds Eye Foods had not met purchasing targets for two crops. As a result, Pro-Fac expects to receive a
total of $370,000 in shortfall payments; $215,000 in fiscal year 2009 and $155, 000 in fiscal year 2010.

Income Taxes: The Cooperative qualifies for tax exempt status as a farmers cooperative under Section 521 of the Internal Revenue Code.  Exempt cooperatives are
permitted to reduce or eliminate taxable income through the use of special deductions such as dividends paid on its common and preferred stock and distributions of patronage income.

The Cooperative has historically used these special deductions and distributions of patronage income to reduce the Cooperative's taxable income. The Pro-Fac Board of Directors determined that there would be no payment or
allocation of patronage income for the fiscal years ended June 28, 2008 or June 30, 2007. For fiscal year 2008, after deductions for dividends paid, the Cooperative expects to have a loss for tax purposes which will be carried back to recover taxes
paid in prior periods. Accordingly, a tax benefit of $1.0 million has been recorded for the year ended June 28, 2008. The Cooperative recorded a tax provision of $0.8 million in fiscal year 2007.

The Cooperative intends to surrender its tax exempt status effective for fiscal year 2009. This action is not expected to have a material impact on Pro-Facs operations or income tax liabilities.

CRITICAL ACCOUNTING POLICIES

NOTE 1. Description of Business and Summary of Accounting Policies under Notes to Financial Statements included in Part II, Item 8 of this Report discusses the significant accounting policies of
Pro-Fac. Pro-Facs discussion and analysis of its financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires Pro-Facs management to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses. Pro-Fac regularly evaluates its estimates.

Certain accounting policies deemed critical to Pro-Facs results of operations or financial position are discussed below.

The Cooperative accounts for its investment in Holdings LLC under the cost method of accounting.  Under the cost method, the Cooperatives share of earnings or losses is not included in the Cooperatives balance
sheet or statement of operations and the Cooperative does not record its proportionate share of other comprehensive income and loss items of Holdings LLC. As a result of the $120.1 million distribution received from Holdings LLC during the first
quarter of fiscal year 2008, Pro-Facs investment in Holdings LLC was reduced to zero. However, Pro-Fac continues to own an approximate 40% interest in Holdings LLC through its ownership of Class B common units.

For fiscal year 2008, $10.1 million of the distribution received is expected to be a taxable dividend, subject to the qualified dividends received deduction, with the remaining amount representing a return of capital. This
amount is $106.5 million less than the amount reported as income for financial statement purposes, resulting in a reduction of the excess of tax basis over the recorded financial statement basis in Pro-Facs investment in Holdings LLC. A
deferred income tax asset has not been recognized on the estimated excess of the tax basis over the recorded financial statement value of the investment in Holdings LLC at June 28, 2008, of approximately $76.4 million. This potential asset would
only be recognized upon the sale of the investment based on the proceeds received or receipt of a distribution representing a return of capital, which was not considered probable at June 28, 2008.

Pro-Fac markets and sells its members crops to food processors. Under the provisions of Emerging Issues Task Force Issue No. 99-19, Reporting Revenue Gross Versus Net as an Agent, the Cooperative records
activity among its customers, itself and its members on a net basis. For transactions in which Pro-Fac acts a principal rather than an agent, sales and cost of sales are reported.

9

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LIQUIDITY AND CAPITAL RESOURCES

Historically, Pro-Fac has had four sources or potential sources of available cash to fund its operating expenses and the payment of its quarterly dividends: (i) cash from its sale of raw products to its customers, (ii)
payments received under the Termination Agreement with Birds Eye Foods, (iii) cash distributions related to its investment in Holdings LLC, and (iv) borrowings.

Pro-Fac receives cash payments equal to the CMV of crops sold to Birds Eye Foods, Allens and other customers pursuant to the Amended and Restated Marketing and Facilitation Agreement, the Allens Supply Agreement and other
supply agreements. Although CMV payments are considered a potential source of cash to Pro-Fac, Pro-Fac has typically paid 100 percent of CMV to its member-growers for crops delivered and did so in fiscal years 2008 and 2007. Since CMV payments are
approximately equal to the cash Pro-Fac receives from its customers for its raw products, CMV payments are not a significant source of available cash from which Pro-Fac can pay operating expenses and quarterly dividends.

While Pro-Fac principally acts as agent for its member-growers in the marketing and sale of crops, Pro-Fac does occasionally engage in crop sales transactions as a principal, resulting in gross profit or margin being earned
by the Cooperative. Although the amounts earned have been increasing through fiscal year 2008, future increases are not expected to be significant.

Net cash available to Pro-Fac, after payment of CMV to Pro-Facs member-growers, has historically been used to pay Pro-Facs operating expenses as well as its quarterly dividends on its preferred stock and to fund
repurchases of its common stock.

The final installment payment of $2.0 million to Pro-Fac under the Termination Agreement was received in July 2007.

The Limited Liability Company Agreement also provides that, subject to restrictions contained in any financing arrangements of Holdings LLC or its subsidiaries (including Birds Eye Foods), after August 19, 2007 and prior to
a sale or dissolution of Holdings LLC, Holdings LLC will use commercially reasonable efforts to cause Birds Eye Foods to distribute annually to Holdings LLC up to $24.8 million of cash flow from the operations of Birds Eye Foods, which Holdings LLC
will then distribute to the holders of its common units. In July 2007, Pro-Fac received a $120.1 million distribution from Holdings LLC, as described below. Prior to July 2007, Pro-Fac had been advised that Holdings LLC would not speculate as to
whether distributions would be made under the Limited Liability Company Agreement.  Accordingly, as a minority owner of Holdings LLC, with no control over the determination of whether distributions will be made and Pro-Fac is operating under a
business plan that assumes no further distributions will be made under the Limited Liability Company Agreement.

In July 2007, Pro-Fac received a distribution of approximately $120.1 million from Holdings LLC under the Limited Liability Company Agreement. During the first quarter of fiscal year 2008, Pro-Fac used this distribution: to
redeem all retained earnings allocated to its members at a cost of approximately $6.8 million; to pay dividends on its non-cumulative preferred stock and its Class A cumulative preferred stock at a cost of approximately $5.4 million; and to repay
principal and interest owed under its Credit Agreement with Birds Eye Foods in an amount equal to approximately $1.1 million. During the second quarter of fiscal year 2008, Pro-Fac used this distribution to: redeem all of Pro-Facs
non-cumulative preferred stock at a price of $25.00 per share for an aggregate redemption cost of approximately $0.7 million; to redeem 3,155,433 shares of its Class A cumulative preferred stock at a price of $25.00 per share for an aggregate
redemption cost of approximately $78.9 million including transaction costs related to the Class A cumulative preferred stock; and to pay dividends on its preferred stock to the date of redemption as required to affect the redemption at a cost of
approximately $2.1 million.

Pro-Fac had previously set aside $24.0 million as a cash reserve for taxes that it might incur as a result of the $120.1 million distribution. Pro-Fac determined, based on its current assessment of the taxability of that
distribution, that this reserve is no longer required.

As previously announced, during the second quarter of fiscal 2009, Pro-Fac expects to redeem up to 400,000 shares of its Class A cumulative preferred stock at a price of $25.00 per share, for an aggregate redemption cost of
not more than $10.0 million and to pay dividends on its preferred stock to the date of the redemption (approximately $0.8 million).

The Board of Directors continues to periodically evaluate Pro-Facs business plan. There can be no assurances that Pro-Fac will pay dividends after October 31, 2008. The declaration of any future dividends is subject
to Board action in advance of any such declaration based upon available facts and circumstances at such time.

The Cooperative may borrow up to $2.0 million under the M&T Line of Credit. Principal amounts borrowed under the M&T Line of Credit bear interest at 75 basis points above the prime rate in effect on the day proceeds
are disbursed, as announced by M&T Bank as its prime rate of interest. Interest is payable monthly. Amounts extended under the M&T Line of Credit are required to be repaid in full during each year by July 15, with further borrowings
prohibited for a minimum of 60 consecutive days after such repayment. Pro-Facs obligations under the M&T Line of Credit are secured by a security interest granted to M&T in substantially all of Pro-Facs assets, excluding
Pro-Facs Class B common units owned in Holdings LLC. The collateral does include any distributions made to Pro-Fac by Holdings LLC in respect of Pro-Facs Class B common units and cash payments made by Birds Eye Foods to the Cooperative.
At June 28, 2008 and June 30, 2007, there was no balance outstanding under the M&T Line of Credit.

10

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Pro-Fac is a member of another cooperative that markets cherries. As a member of the cooperative, Pro-Fac has entered into a loan agreement with the cooperative that allows Pro-Fac to borrow up to $5 million, limited to the
collateral value of inventory owned by Pro-Fac and held by the cooperative, at the cooperatives cost of funds to finance costs related to the cherry inventory including purchase, packing and processing costs. At June 28, 2008, Pro-Fac had
borrowing capacity of approximately $500,000; no amounts were outstanding.

A discussion of Statement of Cash Flows for the year ended June 28, 2008 follows:

Net cash provided by operating activities was $117.0 million in fiscal year 2008 compared to cash used in operating activities of approximately $1.5 million in fiscal year 2007.  The change primarily represents income from
the receipt of the $120.1 million distribution from Holdings LLC and changes in the timing of cash receipts from customers other than Birds Eye Foods and related cash payments to member-growers between fiscal year 2008 and fiscal year 2007.

Cash provided by investing activities in fiscal year 2008 was $5.5 million related to the receipt of $2.0 million from Birds Eye Foods as the final payment under the Termination Agreement and the portion of the distribution
from Holdings LLC classified as a return of capital, approximately $3.5 million.  In fiscal year 2007, $8.0 million was received from Birds Eye Foods under the Termination Agreement.

Net cash used in financing activities during fiscal year 2008 included $1.0 million to repay amounts previously borrowed, $6.8 million to redeem all retained earnings allocated to members, $79.6 million to redeem all
non-cumulative preferred shares and 3,155,433 Class A cumulative preferred shares, $0.3 million to purchase and retire common shares, and $9.0 million in dividends paid. During fiscal year 2007, the Cooperative borrowed $1.0 million and paid
dividends of $5.3 million.

In January 2003, the Pro-Fac Board of Directors suspended the payment of dividends on the Cooperative's common stock for an indefinite period of time. In January 2006, the Board placed a moratorium on Pro-Facs
repurchase of shares of its common stock from its member-growers. Any repurchases by Pro-Fac of its common stock are subject to pre-approval by the Board. In the fourth quarter of fiscal 2008, the Cooperative repurchased approximately $348,000 of
common stock from its member-growers (representing approximately 56% of the common shares owned by those members) with proceeds the Cooperative received in consideration of the termination of a raw product supply agreement by a customer, due to the
customers closure of its processing plant. Payment to each member-grower was made upon receipt of a release agreement from the member-grower.

Based on Pro-Facs operations and anticipated cash flow needs, on an annual basis the Pro-Fac Board determines whether to retain a portion of CMV otherwise payable to its grower-members for working capital or other
general corporate purposes. In consideration of its sources and cash flow needs, no CMV was retained in fiscal year 2008 or 2007.

BUSINESS OUTLOOK

The following is a summary of Pro-Facs business outlook for fiscal 2009 and should be read in conjunction with the related current year discussions in the Managements Discussion and Analysis of Financial
Condition and Results of Operations section of this Report.

Since 1960, Pro-Fac has operated as an agricultural cooperative, owned and controlled by its members, to purchase, market, and sell crops grown by its member-growers, for the mutual benefit of its members. The
Cooperatives core business focus has not changed in 48 years and its current strategy is to continue its business of purchasing, marketing, and selling its member-grower crops to its customers.

One of the challenges Pro-Fac faces, which is discussed above under Liquidity and Capital Resources, is the Cooperatives source of available cash to fund its operations and pay its dividends.
Pro-Facs primary source of cash to fund its operations and pay dividends was the $10.0 million in payments it received annually under the Termination Agreement, the last installment of $2.0 million having been received in July 2007, and the
$120.1 million distribution received from Holdings LLC in July 2007. As a result, currently, Pro-Facs primary sources of cash are gross profit and margin on certain sales, interest income and annual distributions, if any, made by Holdings LLC
to Pro-Fac pursuant to the Limited Liability Company Agreement.

Holdings LLC has advised Pro-Fac that it will not speculate as to whether further distributions will be made under the Limited Liability Company Agreement. As a minority owner of Holdings LLC, Pro-Fac has no control over
the determination of whether such distributions will be made. Accordingly, Pro-Fac has been operating under a business plan that assumes no distributions will be made under the Limited Liability Agreement.

As previously announced, during the second quarter of fiscal 2009, Pro-Fac expects to redeem up to 400,000 shares of its Class A cumulative preferred stock at a price of $25.00 per share, for an aggregate redemption cost of
not more than $10.0 million and to pay dividends on its preferred stock to the date of the redemption (approximately $0.8 million).

The Board of Directors continues to periodically evaluate Pro-Facs business plan. Based upon the assumptions contained in Pro-Facs business plan, the Board currently believes that Pro-Fac has sufficient sources
of cash to fund its operations at least through the end of fiscal 2013.

11

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The foregoing information may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward looking statements may include estimates, projections and statements of the Cooperatives beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are
based. Please refer to the Cautionary Statement on Forward-Looking Statements and Risk Factors section of this Report for a detailed discussion regarding words used to identify such statements and factors that could cause actual results
to differ materially from those expressed or implied by such statements.

OTHER MATTERS

Indemnifications:Historically, when Pro-Fac sold assets, it may have retained certain liabilities for known exposures and provided indemnification to the buyer(s) with
respect to future claims for certain unknown liabilities existing, or arising from events occurring, prior to the sale date, including liabilities for taxes, legal matters, environmental exposures, labor contingencies, project liability, and other
obligations. Pro-Fac may enter into similar arrangements in the future. Agreements to provide indemnifications may vary in duration, generally for two years for certain types of indemnities, to terms for tax indemnifications that are generally
aligned to the applicable statute of limitations for the jurisdiction in which the tax is imposed, and to terms for certain liabilities (i.e., warranties of title and environmental liabilities) that typically do not expire. The maximum potential
future payments that the Cooperative could be required to make under agreements of indemnification are (or may be) either contractually limited to a specified amount or unlimited. The maximum potential future payments that the Cooperative could be
required to make under agreements of indemnification are not determinable at this time, as any future payments would be dependent on the type and extent of the related claims, and all relevant defenses, which are not estimable. Historically, costs
incurred to resolve claims related to agreements of indemnification have not been material to the Cooperatives financial position, results of operations or cash flows.

From time to time, in the ordinary course of its business, Pro-Fac has, or may, enter into agreements with its customers, suppliers, service providers and business partners which contain indemnification provisions.
Generally, such indemnification provisions require the Cooperative to indemnify and hold harmless the indemnified party(ies) and to reimburse the indemnified party(ies) for claims, actions, liabilities, losses and expenses in connection with any
personal injuries or property damage resulting from any Pro-Fac products sold or services provided. Additionally, the Cooperative may from time to time agree to indemnify and hold harmless its providers of services from claims, actions, liabilities,
losses and expenses relating to their services to Pro-Fac, except to the extent finally determined to have resulted from the fault of the provider of services relating to such services. The level of conduct constituting fault of the service provider
will vary from agreement to agreement and may include conduct which is defined in terms of negligence, gross negligence, willful misconduct, omissions or other culpable behavior. The terms of these indemnification provisions are generally not
limited. The maximum potential future payments that the Cooperative could be required to make under these indemnification provisions are unlimited and are not determinable at this time, as any future payments would be dependent on the type and
extent of the related claims, and all relevant defenses to the claims, which are not estimable. Historically, costs incurred to resolve claims related to these indemnification provisions have not been material to the Cooperatives financial
position, results of operations or cash flows.

The Cooperative has by-laws, policies, and agreements under which it indemnifies its directors and officers from liability for certain events or occurrences while the directors or officers are, or were, serving at Pro-Fac's
request in such capacities. Pro-Fac indemnifies its officers and directors to the fullest extent allowed by law. The maximum potential amount of future payments that the Cooperative could be required to make under these indemnification provisions is
unlimited, but would be affected by all relevant defenses to the claims.

As part of the Transaction, Pro-Fac agreed to indemnify Birds Eye Foods for certain environmental liabilities. This obligation is only triggered once the aggregate of all liabilities subject to indemnification under the
Unit Purchase Agreement (including those unrelated to environmental matters) exceeds $10.0 million.

As of the date of this Report, Pro-Fac does not expect to be required to perform under the indemnifications described above.

Capital Expenditures:The Cooperative does not expect to have any material capital expenditures for the foreseeable
future.

Supplemental Information on Inflation:The changes in costs and prices within the Cooperatives business due to inflation
were not significantly different from inflation in the United States economy as a whole. Levels of capital investment, pricing and inventory investment were not materially affected by changes caused by inflation.

12

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|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA
|------- | -----------------------------------------------

Financial Statements are indexed and presented below:

INDEX TO FINANCIAL STATEMENTS

|ITEM                                                                                                         |  | Page
|------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                            
|Pro-Fac Cooperative, Inc.                                                                                    |  |     
|Report of Independent Registered Public Accounting Firm                                                      |  | 14  
|Financial Statements:                                                                                        |  |     
|Statements of Operations and Allocation of Net Income                                                        |  |     
|for the years ended June 28, 2008 and June 30, 2007                                                          |  | 15  
|Balance Sheets as of June 28, 2008 and June 30, 2007                                                         |  | 16  
|Statements of Cash Flows for the years ended June 28, 2008 and June 30, 2007                                 |  | 17  
|Statements of Changes in Shareholders and Members Capitalization/(Deficit) and Redeemable and Common Stock |  |     
|for the years ended June 28, 2008 and June 30, 2007                                                          |  | 18  
|Notes to Financial Statements                                                                                |  | 19  

13

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders ofPro-Fac Cooperative, Inc.Rochester, New York

We have audited the accompanying balance sheets of Pro-Fac Cooperative, Inc. (the Cooperative) as of June 28, 2008 and June 30, 2007, and the related statements of operations and allocation of net income, cash
flows, and changes in shareholders and members capitalization (deficit), and redeemable and common stock for the years then ended. These financial statements are the responsibility of the Cooperatives management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Cooperative is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Cooperatives internal control over financial
reporting. Accordingly, we express no such opinion.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Cooperative as of June 28, 2008 and June 30, 2007, and the results of its operations and its
cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Freed, Maxick & Battaglia, CPAs, PC.Buffalo, New YorkSeptember 25, 2008

14

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Pro-Fac Cooperative, Inc.Statements of Operations and Allocation of Net Income(Dollars in Thousands)

|                                                                                |  | Fiscal
        Years Ended
|------------------------------------------------------------------------------- |  | --------------------------
|                                                                               
|                                                                                |  | June 28,                  
|                                                                                |  | 2008                      
|                                                                               
|Net sales                                                                       |  | $                         
|Cost of sales                                                                   |  |                           
|Gross profit                                                                    |  |                           
|Gain from transaction with
        Birds Eye Foods, Inc. and related agreements |  |                           
|Margin on delivered product                                                     |  |                           
|Selling, administrative,
        and general expenses                           |  |                           
|Other income                                                                    |  |                           
|Operating income/(loss)                                                         |  |                           
|Distribution from Holdings
        LLC                                          |  |                           
|Contract termination receipts                                                   |  |                           
|Contract termination payments                                                   |  |                           
|Shortfall payments                                                              |  |                           
|Investment income                                                               |  |                           
|Interest expense                                                                |  |                           
|Income before income taxes                                                      |  |                           
|Income tax benefit/(provision)                                                  |  |                           
|Net income                                                                      |  | $                         
|                                                                               
|Allocation of net income:                                                       |  |                           
|Net income                                                                      |  | $                         
|Dividends on
        preferred stock                                            |  |                           
|Net surplus/(deficit)                                                           |  |                           
|Allocation from
        accumulated deficit                                     |  |                           
|Net income available
        to members                                         |  | $                         

The accompanying notes are an integral part of these financial statements.

15

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Pro-Fac Cooperative, Inc.Balance Sheets(Dollars in Thousands except share and per share information)

|ASSETS                                                                               
|-------------------------------------------------------------------------------------
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Current assets:                                                                      
|Cash and cash
        equivalents                                                    
|Accounts receivable,
        trade                                                   
|Accounts receivable
        from Birds Eye Foods, Inc.                               
|Due from Farm
        Fresh First, LLC                                               
|Income tax refund
        receivable                                                 
|Inventory                                                                            
|Prepaid expenses
        and other current assets                                    
|Total
        current assets                                                         
|                                                                                     
|Fixed assets, net                                                                    
|Account receivable from Birds
        Eye Foods, Inc., long-term                     
|                                                                                     
|Investment in -                                                                      
|Birds
        Eye Holdings LLC                                                       
|Farm
        Fresh First, LLC                                                        
|Total
        assets                                                                 
|                                                                                     
|LIABILITIES AND SHAREHOLDERS AND
          MEMBERS CAPITALIZATION/(DEFICIT)        
|                                                                                     
|Current liabilities:                                                                 
|Accounts payable                                                                     
|Income taxes
        payable                                                         
|Other accrued
        expenses                                                       
|Amounts due
        members                                                          
|Total
        current liabilities                                                    
|Long-term debt                                                                       
|Total
        liabilities                                                            
|                                                                                     
|Commitments and contingencies
        (Note 6)                                       
|                                                                                     
|Common stock, par value $5,
        authorized 5,000,000 shares;                     
|issued and outstanding
        1,700,064 and 1,769,543 shares                        
|                                                                                     
|Shareholders and members capitalization/(deficit):                                 
|Retained earnings
        allocated to members                                       
|Non-cumulative
        preferred stock, par value $25 per share, authorized 5,000,000
|shares;
        issued and outstanding 26,312 shares                                 
|Class A cumulative
        preferred stock, liquidation preference $25 per share;    
|authorized
        10,000,000 shares; issued and outstanding 1,773,839 and           
|4,929,272
        shares                                                             
|Accumulated
        deficit                                                          
|Special membership
        interests                                                 
|Total
        shareholders and members capitalization/(deficit)                    
|Total
        liabilities and capitalization                                         
|                                                                                     
|The accompanying notes are
        an integral part of these financial statements.   

16

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|                                                                                     |  | Fiscal
        Years Ended
|------------------------------------------------------------------------------------ |  | --------------------------
|                                                                                    
|                                                                                     |  | June 28,                  
|                                                                                     |  | 2008                      
|                                                                                    
|Cash Flows from Operating
        Activities:                                        |  |                           
|Net income                                                                           |  | $                         
|Adjustments
        to reconcile net income to net cash provided by/(used in)        |  |                           
|operating
        activities:                                                        |  |                           
|Depreciation                                                                         |  |                           
|Gain
        from transaction with Birds Eye Foods, Inc. and related agreements      |  |                           
|Change
        in assets and liabilities:                                            |  |                           
|Accounts
        receivable                                                          |  |                           
|Inventory                                                                            |  |                           
|Income
        taxes                                                                 |  |                           
|Accounts
        payable and accrued expenses                                        |  |                           
|Amounts
        due members                                                          |  |                           
|Other
        assets and liabilities                                                 |  |                           
|Net cash provided by/(used
        in) operating activities                          |  |                           
|                                                                                    
|Cash Flows from Investing
        Activities:                                        |  |                           
|Proceeds from
        Termination Agreement with Birds Eye Foods, Inc.               |  |                           
|Purchase of
        property, plant and equipment                                    |  |                           
|Investment in
        Farm Fresh First, LLC                                          |  |                           
|Distribution
        from Holdings LLC classified as a return of capital             |  |                           
|Net cash provided by investing
        activities                                    |  |                           
|                                                                                    
|Cash Flows from Financing
        Activities:                                        |  |                           
|Proceeds from
        (repayment of) Credit Facility with Birds Eye Foods, Inc.      |  |                           
|Redemption of
        retained earnings allocated to members                         |  |                           
|Redemption of
        preferred stock                                                |  |                           
|Repurchase of
        common stock                                                   |  |                           
|Cash dividends
        paid                                                          |  |                           
|Net cash used in financing
        activities                                        |  |                           
|                                                                                    
|Net change in cash and cash
        equivalents                                      |  |                           
|Cash and cash equivalents
        at beginning of period                             |  |                           
|Cash and cash equivalents
        at end of period                                   |  | $                         
|                                                                                    
|Supplemental disclosure of
        cash flow information:                            |  |                           
|Cash paid during
        the year for:                                               |  |                           
|Interest                                                                             |  | $                         
|Income
        taxes, net                                                            |  | $                         
|                                                                                    
|Non-cash investing and financing
        activities:                                 |  |                           
|Increase in
        investment in Birds Eye Holdings LLC for reversal of             |  |                           
|accumulated
        comprehensive income/(loss) due to loss of significant influence |  | $                         

The accompanying notes are an integral part of these financial statements.

17

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Pro-Fac Cooperative, Inc.Statements of Changes in Shareholders and Members Capitalization/(Deficit) and Redeemable and Common Stock(Dollars in Thousands)

|                                                                                   |  | Fiscal
        Years Ended
|---------------------------------------------------------------------------------- |  | --------------------------
|                                                                                  
|                                                                                   |  | June 28,                  
|                                                                                   |  | 2008                      
|                                                                                  
|Retained earnings allocated
        to members:                                    |  |                           
|Qualified retains:                                                                 |  |                           
|Balance at beginning
        of period                                             |  | $                         
|Redeemed                                                                           |  |                           
|Balance at end
        of period                                                   |  | $                         
|                                                                                  
|Non-cumulative preferred
        stock:                                            |  |                           
|Balance at beginning
        of period                                             |  | $                         
|Repurchased
        and cancelled                                                  |  |                           
|Balance at end
        of period                                                   |  | $                         
|                                                                                  
|Class A cumulative preferred
        stock:                                        |  |                           
|Balance at beginning
        of period                                             |  | $                         
|Repurchased
        and cancelled                                                  |  |                           
|Balance at end
        of period                                                   |  | $                         
|                                                                                  
|Accumulated deficit:                                                               |  |                           
|Balance at beginning
        of period                                             |  | $                         
|Allocation to/(from)
        accumulated deficit                                   |  |                           
|Costs related
        to redemption of preferred stock                             |  |                           
|Balance at end
        of period                                                   |  | $                         
|                                                                                  
|Special membership interests:                                                      |  |                           
|Balance at beginning
        of period                                             |  | $                         
|Balance at end
        of period                                                   |  | $                         
|                                                                                  
|Total shareholders and
        members capitalization/(deficit)                  |  | $                         
|                                                                                  
|Common stock:                                                                      |  |                           
|Balance at beginning
        of period                                             |  | $                         
|Repurchased
        and cancelled                                                  |  |                           
|Balance at end
        of period                                                   |  | $                         
|                                                                                  
|The accompanying notes are
        an integral part of these financial statements. |  |                           

18

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PRO-FAC COOPERATIVE, INC.NOTES TO FINANCIAL STATEMENTS

NOTE 1.      DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Pro-Fac Cooperative, Inc. ("Pro-Fac" or the "Cooperative"), is a New York agricultural cooperative which markets crops grown by its members.  Birds Eye Foods, Inc. (Birds Eye Foods), until August 19, 2002, was a
wholly-owned subsidiary of Pro-Fac.  Pro-Fac continues to have an indirect ownership in Birds Eye Foods and Birds Eye Foods remains a significant customer of Pro-Fac.

The CMV of crops delivered by Pro-Fac was approximately $76.9 million (unaudited) and $74.1 million (unaudited) for the fiscal years ended June 28, 2008 and June 30, 2007, respectively.  For the fiscal years ended June 28,
2008 and June 30, 2007, approximately 29 percent and 84 percent, respectively, of the crops purchased by Pro-Fac from its members were sold to Birds Eye Foods pursuant to the Amended and Restated Marketing and Facilitation Agreement. On December 21,
2006, Birds Eye Foods sold substantially all of the operating assets of its non-branded frozen vegetable business to Allens, Inc. (Allens), including its processing facilities located in Oakfield and Bergen, New York. As part of the
transaction, Birds Eye Foods assigned to Allens, Inc. the portion of the Amended and Restated Marketing and Facilitation Agreement related to those crops processed in the New York facilities. Pro-Fac subsequently entered into a new raw project
supply agreement with Allens, which continues through the 2011 growing season. For the years ended June 28, 2008 and June 30, 2007, the CMV of crops delivered to Allens, Inc. was approximately $35.3 million (unaudited) and $1.8 million (unaudited),
respectively, which represented 48 percent and 3 percent, respectively, of crops purchased by Pro-Fac from its members and sold to customers. Accounts receivable from Allens were $10.3 million and $1.8 million at June 28, 2008 and June 30, 2007,
respectively.

On August 19, 2002, pursuant to the terms of the Unit Purchase Agreement dated as of June 20, 2002 (the Unit Purchase Agreement), by and among Pro-Fac, Birds Eye Foods and Vestar/Agrilink Holdings LLC, a
Delaware limited liability company, Vestar/Agrilink Holdings, LLC and certain co-investors (collectively, Vestar) acquired indirect control of Birds Eye Foods (the Transaction).

Upon consummation of the Transaction, Vestar acquired Class A common units and Pro-Fac acquired Class B common units in Birds Eye Holdings LLC (Holdings LLC), a Delaware limited liability company and the sole
stockholder of Birds Eye Holdings Inc. (Holdings Inc.), a Delaware corporation and the sole stockholder of Birds Eye Foods. The Class A common units entitle Vestar to two votes for each Class A common unit held. All other Holdings LLC common units
entitle the holder(s) thereof to one vote for each common unit held. Vestar has a voting majority of all common units.

For additional information about the Transaction, including resulting agreements, see below and "NOTE 2. Agreements with Birds Eye Foods " under these "Notes to Condensed Financial Statements".

Limited Liability Company Agreement of Holdings LLC:Pro-Fac and Vestar, together with others, are parties to a limited
liability company agreement dated August 19, 2002 (as amended from time to time, the Limited Liability Company Agreement) that contains terms and conditions relating to the management of Holdings LLC and its subsidiaries (including Birds
Eye Foods), the distribution of profits and losses and the rights and limitations of members of Holdings LLC.  The Limited Liability Company Agreement provides, among other things, that Holdings LLCs distributable assets, which include cash
receipts from operations, investing and financing, net of expenses, will be distributed to Holdings LLCs members as determined by Holdings LLCs management committee. In general, those distributable assets are distributable first to
holders of preferred units and then to holders of common units. As of June 28, 2008, Pro-Fac owned approximately 40.0 percent of the common equity of Holdings LLC through its ownership of 321,429 Class B common units. Vestar owns 100.0 percent of
the Class A common units; Vestar has a voting majority of all common units. As of June 28, 2008, Holdings LLC had no preferred units issued and outstanding.

The Limited Liability Company Agreement further provides that, subject to restrictions contained in any financing arrangements of Holdings LLC or its subsidiaries (including Birds Eye Foods), after August 19, 2007 and prior
to a sale (or dissolution) of Holdings LLC, Holdings LLC will use commercially reasonable efforts to cause Birds Eye Foods to distribute annually to Holdings LLC up to $24.8 million of cash flow from the operations of Birds Eye Foods, which Holdings
LLC will then distribute to the holders of its common units. Under the Limited Liability Company Agreement, Holdings LLC is only required to provide Pro-Fac with annual financial statements of Holdings LLC within 120 days after the close of a fiscal
year and to provide financial statements of Birds Eye Foods to the extent received.  Any financial information received is subject to confidentiality provisions that preclude public disclosure.

19

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Further, under the Limited Liability Company Agreement, the management committee of Holdings LLC is authorized to issue up to 16,000 Class C common units and up to 16,000 Class D common units. The Limited Liability Company
Agreement further provides that the holders of a majority of the total voting power of the outstanding Class A, Class B and Class E common units can cause Holdings LLC to create and issue additional units, provided no such issuance would adversely
affect the relative economic rights of the holders of Class A, Class B, Class C and Class D common units and further subject to the amendment provisions of the Limited Liability Company Agreement.  The Limited Liability Company Agreement provides,
in part, that the management committee of Holdings LLC can amend the Limited Liability Company Agreement to provide for the issuance of any other type of preferred unit, whether of an existing or new class, and to provide for the issuance of any
other class of units or other securities, with the consent of each unit holder, if any, who would be adversely affected by such issuance as to any such unit holder's limited liability or as to the alteration of any such unit holder's rights to
receive allocations or distributions unless such alterations of rights are in connection with a debt or equity financing, a restructuring, a recapitalization or other transaction in which Holdings LLC will receive an investment or contribution to
its capital or in connection with the issuance of equity to employees or directors of Holdings LLC, its subsidiaries or to third party lenders. The issuance of additional common units will reduce the percentage ownership of the current holders of
common units in Holdings LLC, including Pro-Fac.

Securityholders Agreement:Holdings LLC, Pro-Fac and Vestar, together with others entered into a securityholders agreement dated
August 19, 2002 (as amended from time to time, the Securityholders Agreement) containing terms and conditions relating to the transfer of membership interests in and the management of Holdings LLC.  Among other things, the
Securityholders Agreement includes a voting agreement pursuant to which the holders of common units agree to vote their common units to elect or cause to be elected to the respective management committees or boards of directors of Holdings LLC,
Holdings, Inc. and Birds Eye Foods: (i) those individuals designated by Vestar to serve as members/directors, which shall represent the majority of such individuals to serve in such capacities, and by Pro-Fac, which shall designate two
members/directors, and (ii) the chief executive officer of Birds Eye Foods who shall serve as a member/director.

The voting agreement further provides that the holders of common units shall vote their common units as directed by Vestar with respect to the approval of any amendment(s) to the Limited Liability Company Agreement, the
merger, unit exchange, combination or consolidation of Holdings LLC, the sale, lease or exchange of all or substantially all of the property and assets of Holdings LLC and its subsidiaries, including Birds Eye Foods, and the reorganization,
recapitalization, liquidation, dissolution or winding-up of Holdings LLC, provided such action is not inconsistent with the Limited Liability Company Agreement or the Securityholders Agreement, and further provided such action shall not have a
material adverse effect on a unit holder that would be borne disproportionately by such unit holder.

The Securityholders Agreement also provides:

- Pro-Fac and management investors with "tag-along" rights in connection with certain transfers of Holdings LLC units by Vestar;
- Vestar with "take-along" rights to require Pro-Fac and management investors to consent to a proposed sale of Holdings LLC; and
- Pro-Fac and Vestar with demand registration rights in securities of a subsidiary of Holdings LLC, including Birds Eye Foods, which are acquired by them through a distribution by Holdings LLC
of such securities in exchange for their respective units in Holdings LLC, such distributed securities being "Registrable Securities", and other unit holders, including management
investors with incidental registration rights in the Registrable Securities owned by such unit holders.

The Securityholders Agreement provides Pro-Fac and management investors certain pre-emptive rights with respect to new securities of Holdings LLC or any of its subsidiaries proposed to be issued to Vestar or any affiliate
of Vestar. Further, Vestar has the right to amend or modify the Securityholders Agreement without the consent of Pro-Fac or any other unit holder if the amendment cannot reasonably be expected to have a material adverse effect on a unit holder that
would be borne disproportionately by such unit holder or the amendment does not adversely affect any unit holder or Holdings LLC in any material respect and it is in connection with a change that cures any ambiguity or corrects or supplements a
provision of the Securityholders Agreement.

Accounting Estimates:The accompanying financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fiscal Year:The fiscal year of Pro-Fac ends on the last Saturday in June. Fiscal year 2008 comprised 52 weeks. Fiscal year 2007
comprised 53 weeks.

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Reclassification:Prior year information is reclassified whenever necessary to conform to the current years
presentation.

Cash and Cash Equivalents:Cash and cash equivalents include short-term
investments, including money market accounts and commercial paper, with original maturities of three months or less.  The Cooperative maintains its cash and cash equivalents in accounts, which, at times, may exceed federally insured limits or may
not be federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk with respect to cash and cash equivalents.

|Cash and cash equivalents
        consisted of: |  |          |        |          |   |      
|----------------------------------------------- |  | -------- | ------ | -------- | - | -----
|                                                |  | June 28, |        | June 30,
|(Dollars in Thousands)                          |  | 2008     |        | 2007    
|                                               
|Checking
        accounts                       |  | $        | 4,149  |          | $ | 4,582
|Money
        market accounts                   |  |          | 26,248 |          |   | 0    
|                                               
|                                                |  | $        | 30,397 |          | $ | 4,582

Accounts Receivable, Trade:The Cooperative provides credit in the normal course of business to the majority of its
third-party customers. The Cooperative performs periodic credit evaluations of its customers financial condition and generally does not require collateral. When necessary, the Cooperative maintains allowances for doubtful customer accounts for
estimated losses resulting from the inability of its customers to make required payments based on prior experience.  There was no allowance for doubtful accounts at June 28, 2008 or June 30, 2007.

Inventory:The Cooperative supplies cherries to another cooperative that markets the cherries. Title remains with Pro-Fac
until the inventory is sold to third parties. Inventory and an equal amount due member-growers is recorded at the lower of estimated cost or market value. The Cooperative also holds minor amounts of other commodities as inventory.

Fixed Assets, Net:Fixed assets, which consist of office and computer equipment, are recorded at cost. Depreciation is
provided using the straight-line method over the estimated useful lives of the related assets, which range from five to seven years.

Investment in Birds Eye Holdings, LLC:The Cooperative accounts for its investment in Holdings LLC under the cost method
of accounting. Under the cost method, the Cooperatives share of earnings or losses is not included in the Cooperatives balance sheet or statement of operations and the Cooperative does not record its proportionate share of other
comprehensive income and loss items of Holdings LLC. As a result of the $120.1 million distribution received from Holdings LLC during the first quarter of fiscal year 2008, Pro-Facs recorded investment in Holdings LLC was reduced to zero.
However, Pro-Fac continues to own an approximately 40% interest in Holdings LLC through its ownership of Class B common units.

Investment in Farm Fresh First, LLC:Pro-Fac owns a 5.55% membership interest in Farm Fresh First, LLC (Farm
Fresh) and has entered into an agricultural services agreement with Farm Fresh. Under the services agreement, Farm Fresh provides Pro-Fac with agricultural and administrative services and acts as Pro-Facs exclusive sales agent for the
sale of agricultural products grown by Pro-Fac member-growers located in New York State, which are not subject to existing supply agreements. Certain members of Pro-Fac own the majority of the membership interests of Farm Fresh either directly or
indirectly through entities owned or controlled by them, including three members of Pro-Facs Board of Directors who own their interests indirectly through affiliated entities and who serve as directors on the Farm Fresh board of directors.
Pro-Fac accounts for this investment using the cost method.  Accordingly, distributions of earnings are reported as income and distributions that represent a return of capital reduce the carrying value of the related investment.  Pro-Fac received
$20,000 in distributions from Farm Fresh in fiscal year 2008, which was reported as other income. No distributions were received from Farm Fresh in fiscal year 2007.

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Revenue Recognition:Under the provisions of Emerging Issues Task Force Issue No. 99-19, "Reporting Revenue Gross as a
Principal Versus Net as an Agent", the Cooperative records activity among Birds Eye Foods and other customers, itself, and its members on a net basis. For transactions in which the Cooperative acts as a principal rather than an agent, sales and cost
of sales are reported.

Margin on Delivered Product:The Cooperative negotiates certain sales transactions on behalf of its members which result in
margin being earned by the Cooperative.

Commercial Market Value Adjustment:Pro-Facs bylaws permit its Board of Directors to reduce amounts paid to its members for
product delivered by its members through Pro-Fac as necessary to fund the operations of Pro-Fac and to establish reserves as the Board of Directors deems fair and reasonable. No amount was withheld in fiscal year 2008 or 2007.

Gain from Transaction with Birds Eye Foods, Inc and Related Agreements:In connection with the Transaction, Pro-Fac and
Birds Eye Foods entered into a termination agreement (the Termination Agreement), pursuant to which the 1994 marketing and facilitation agreement between Pro-Fac and Birds Eye Foods was terminated, and in consideration of such
termination, Pro-Fac was entitled to the payment of a termination fee of $10.0 million per year for five years with the last $2.0 million installment received in July 2007.

Payments under the Termination Agreement were considered additional consideration related to the Transaction. Accordingly, the portion of the payments received under the Termination Agreement representing Pro-Facs
continuing ownership percentage was recorded as an adjustment to Pro-Facs investment in Holdings LLC.  The remaining portion of the payments was recognized as additional gain on the Transaction with Birds Eye Foods in the period it was
received. Accordingly, in fiscal 2008 and 2007, Pro-Fac recognized approximately $1.2 million and $4.8 million, respectively, as additional gain from the receipt of the termination payments.

Distribution
from Holdings LLC:During the first quarter of 2008, Pro-Fac received a distribution of approximately $120.1 million from Holdings LLC under the Limited
Liability Agreement dated August 19, 2002 with Vestar (as amended from time to time, the Limited Liability Agreement). In accordance with the cost method of accounting for the investment in Holdings LLC, distributions of earnings are
reported as income and distributions that represent a return of capital reduce the carrying value of the related investment. The portion of the distribution representing a return of capital exceeded the carrying value of the investment resulting in
Pro-Fac reducing its investment in Holdings LLC by $3.5 million to zero with the remaining $116.6 million of the distribution recorded as income.

Contract Termination Receipts and Payments:During fiscal year 2008, Pro-Fac was notified that, due to closure of a
processing plant by a customer, the customer would no longer be purchasing product specified under the terms of a raw product supply agreement. On April 14, 2008, Pro-Fac entered into a settlement agreement and release with the customer. In
consideration of the termination of the raw product supply agreement, Pro-Fac received a payment of approximately $1.4 million.

Subsequently, Pro-Fac agreed to make contract termination payments totaling approximately $1.0 million to member-growers who would no longer be supplying raw product to the customer. Pro-Fac also redeemed approximately
$348,000 of common stock of those member-growers representing approximately 56% of shares owned by those members.

Shortfall Payments:Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye Foods determines the
amount of crops which it will acquire from Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods during a particular crop year does not meet (i) a defined crop amount and (ii) a defined target percentage of Birds Eye
Foods needs for each particular crop, then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The defined crop amounts and targeted percentages were set based upon the needs of Birds Eye Foods in the 2002 crop year (fiscal
2003). The shortfall payment provisions include a maximum shortfall payment for each crop. During fiscal year 2008, Pro-Fac ascertained that Birds Eye Foods had not met purchasing targets for two crops. As a result, Pro-Fac expects to receive a
total of $370,000 in shortfall payments; $215,000 in fiscal year 2009 and $155, 000 in fiscal year 2010.

Distributions of Patronage Income:The Cooperatives bylaws require it to pay or allocate each members pro rata
share of patronage income within 8 1/2 months after the end of the Cooperatives fiscal year unless the Cooperatives Board of Directors takes action in accordance with its bylaws to withhold all or a portion of patronage income.

Patronage income equals gross receipts derived from sources that, under law, qualify as patronage income less expenses attributable to the production of patronage income including operating expenses and dividends on capital
stock, all as determined for federal income tax purposes.

The Pro-Fac Board of Directors determined that there would be no payment or allocation of patronage proceeds for fiscal year 2008 or 2007.

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Income Taxes:The Cooperative qualifies for tax exempt status as a farmers cooperative under Section 521 of the Internal
Revenue Code.  Exempt cooperatives are permitted to reduce or eliminate taxable income through the use of special deductions such as dividends paid on its common and preferred stock and distributions of patronage income.

The Cooperative uses these special deductions and distributions of patronage income to reduce the Cooperative's taxable income for periods after August 19, 2002. The Pro-Fac Board of Directors determined that there would be
no payment or allocation of patronage income for the fiscal years ended June 28, 2008 or June 30, 2007.

The Cooperative intends to surrender its tax exempt status effective for fiscal year 2009. This action is not expected to have a material impact on Pro-Facs operations or income tax liabilities.

A deferred income tax asset has not been recognized on the excess of the tax basis over the recorded financial statement value of the investment in Holdings LLC of approximately $76.4 million. This asset would only be
realized upon the sale of the investment based on the proceeds received or receipt of a distribution representing a return of capital, which was not considered probable at June 28, 2008 or June 30, 2007. During fiscal year 2008, Pro-Fac received a
$120.1 million distribution from Holdings LLC. Approximately $10.1 million of the distribution is expected to be a taxable dividend. This amount is $106.5 million less than the amount reported as income for financial statement purposes, resulting in
a reduction of the excess of tax basis over the recorded financial statement basis in Pro-Facs investment in Holdings LLC. The remaining amount of the distribution represents a return of capital. Pro-Fac could not reasonably estimate this
allocation at June 30, 2007. Because the distribution occurred subsequent to June 30, 2007, and because the portion of the distribution representing a return of capital could not be reasonably estimated, no deferred tax asset related to the portion
of the distribution which may represent a return of capital was recorded at June 30, 2007.

Earnings Per Share Data Omitted:Earnings per share amounts are not presented because earnings are not distributed to members in
proportion to their common stock holdings.  Earnings (representing those earnings derived from patronage-sourced business) are distributed to members in proportion to the dollar value of deliveries under Pro-Fac contracts rather than based on the
number of shares of common stock held.

Disclosures About Fair Value of Financial Instruments:The following methods and assumptions were used by the Cooperative in
estimating its fair value disclosures for financial instruments:

Cash and Cash Equivalents, Accounts Receivable and Accounts Payable:The carrying amount approximates fair value because of the short maturity of these instruments.

Long-Term Debt:The carrying amount approximates fair value of the long-term debt based on the estimated market prices for the same or similar issues. For additional
information about Long-Term Debt, see Note 3. Long Term Debt under these Notes to Financial Statements.

New Accounting Pronouncements:In September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157, Fair Value
Measurements (FAS 157), which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles
(GAAP). As a result of FAS 157, there is now a common definition of fair value to be used throughout GAAP, which is expected to make the measurement of fair value more consistent and comparable. The Cooperative must adopt FAS 157 in
fiscal 2009, but has not yet begun to evaluate the effects, if any, of adoption on its financial statements.

In July 2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48).  FIN 48 prescribes a comprehensive model
for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The Cooperative adopted FIN 48 in the first quarter of
fiscal 2008. Adoption of FIN 48 had no material impact on the Cooperatives financial statements.

In February 2007, Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115, (FAS
159), was issued. This standard allows a company to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities on a contract-by-contract basis, with changes in fair
value recognized in earnings. The Cooperative may adopt the provisions of FAS 159 in fiscal 2009, but has not yet begun to evaluate the effects, if any, of adoption in its financial statements.

NOTE 2.      AGREEMENTS WITH BIRDS EYE FOODS

In connection with the Transaction, Birds Eye Foods and Pro-Fac entered into several agreements effective as of August 19, 2002, including the following:

Termination
Agreement:Pro-Fac and Birds Eye Foods entered into the Termination Agreement, pursuant to which, among other things, the 1994 marketing and facilitation
agreement between Pro-Fac and Birds Eye Foods was terminated and, in consideration of such termination, Birds Eye Foods agreed to pay Pro-Fac a termination fee of $10.0 million per year for five years. The last $2.0 million installment was received
on July 3, 2007.

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Amended and Restated Marketing and Facilitation Agreement:Birds Eye Foods, a significant Pro-Fac customer, buys mainly fruits from Pro-Fac pursuant to the terms of the
Amended and Restated Marketing and Facilitation Agreement dated August 19, 2002, between Pro-Fac and Birds Eye Foods. Birds Eye Foods pays Pro-Fac the CMV of the crops supplied Birds Eye Foods in installments corresponding to the dates payment is
made by Pro-Fac to its members for the delivered crops. Birds Eye Foods also provides Pro-Fac services under the Amended and Restated Marketing and Facilitation Agreement relating to planning, consulting, sourcing and harvesting crops from Pro-Fac
members.

Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye Foods determines the amount of crops, which it will acquire from Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount and (ii) a defined target percentage of Birds Eye Foods' needs for each particular crop, then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The defined
crop amounts and targeted percentages were set based upon the needs of Birds Eye Foods in the 2002 crop year (fiscal 2003). The shortfall payment provisions include a maximum shortfall payment for each crop. The aggregate shortfall payment amounts
for all crops covered under the agreement cannot exceed $10.0 million over the term of the agreement.

Unless terminated earlier, the Amended and Restated Marketing and Facilitation Agreement will continue in effect until August 19, 2012. Birds Eye Foods may terminate the Amended and Restated Marketing and Facilitation
Agreement prior to August 19, 2012 upon the occurrence of certain events, including in connection with a change in control transaction affecting Birds Eye Foods or Holdings Inc.

NOTE 3.      LONG-TERM DEBT

Credit Agreement: Birds Eye Foods and Pro-Fac entered into a credit agreement, dated August 19, 2002, which was amended on March 28, 2007, (the Credit
Agreement), pursuant to which Birds Eye Foods agreed to make available to Pro-Fac loans in an aggregate principal amount of up to $5.0 million (the Credit Facility). The maximum amount was reduced by $1.0 million per year, if not
borrowed. The Credit Agreement expired on November 20, 2007. At June 30, 2007, Pro-Fac owed $1.1 million, including accrued interest at 10 percent. Pro-Fac repaid this amount in fiscal year 2008.

Lines of Credit:The Cooperative may borrow up to $2.0 million from M&T Bank under the terms of the M&T Line of Credit. As of June 28, 2008 and June 30, 2007, no
amount was outstanding under the M&T Line of Credit.  Principal amounts borrowed bear interest at 75 basis points above the prime rate (prime rate was 5 percent at June 28, 2008) in effect on the day proceeds are disbursed, as announced by
M&T Bank, as its prime rate of interest. Interest is payable monthly. Amounts extended under the M&T Line of Credit are required to be repaid in full during each year by July 15, with further borrowings prohibited for a minimum of 60
consecutive days after such repayment. The Cooperative's obligations under the M&T Line of Credit are secured by a security interest granted to M&T Bank in substantially all of the assets of the Cooperative, excluding its Class B common
units owned in Holdings LLC. However, the collateral does include any distributions made in respect of the Class B common units and cash payments made by Birds Eye Foods to the Cooperative.

Pro-Fac is a member of another cooperative that markets cherries. As a member of the cooperative, Pro-Fac has entered into a loan agreement with the cooperative that allows Pro-Fac to borrow up to $5 million, limited to the
collateral value of inventory owned by Pro-Fac held by the cooperative, at the cooperatives cost of funds to finance costs related to the cherry inventory including purchase, packing and processing costs.  At June 28, 2008, Pro-Fac had
borrowing capacity of approximately $500,000; no amounts were outstanding.

NOTE 4.      INCOME TAXES

The Cooperative qualifies for tax exempt status as a farmers cooperative under Section 521 of the Internal Revenue Code. Exempt cooperatives are permitted to reduce or eliminate taxable income through the use of
special deductions such as dividends paid on its common and preferred stock and distributions of patronage income.

The Cooperative uses these special deductions and distributions of patronage income to reduce the Cooperative's taxable income for periods after August 19, 2002. The Pro-Fac Board of Directors determined that there would be
no payment or allocation of patronage income for the fiscal years ended June 28, 2008 or June 30, 2007.

The Cooperative adopted the provisions of FIN 48 in the first quarter of fiscal year 2008. Adoption of FIN 48 had no material impact on the Cooperatives financial statements.

Interest and penalties related to income taxes, if any, are classified as income tax expense in the Cooperatives financial statements. No interest or material penalties are included in income taxes for the years ended
June 28, 2008 or June 30, 2007. Tax returns for all years after fiscal year 2004 are subject to future examination by tax authorities.

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The Cooperatives tax provision differs from the expected tax computed by applying the U.S. Federal corporation income tax rate of 34% to pretax income/(loss) before dividends and allocation of
income/(loss) as follows:

|                                                       |  | Fiscal
        Year Ended
|------------------------------------------------------ |  | -------------------------
|(Dollars in Thousands)                                 |  | June 28,                 
|                                                       |  | 2008                     
|                                                      
|Computed expected tax                                |  | $                        
|Termination payments                                   |  |                          
|Distribution offset against
        investment account |  |                          
|Non-taxable portion of distribution                    |  |                          
|Effect of dividends received
        deduction         |  |                          
|Dividends paid                                         |  |                          
|Other                                                  |  |                          
|                                                      
|                                                       |  | $                        
|                                                       |  |                          

The following table illustrates the Cooperatives shares authorized, issued, and outstanding at June 28, 2008 and June 30, 2007.

|                                                    |  | Par   |       | Shares     |            | Shares
        Issued and Outstanding
|--------------------------------------------------- |  | ----- | ----- | ---------- | ---------- | -------------------------------------
|                                                    |  | Value |       | Authorized |            | June
        28, 2008                
|                                                   
|Common Stock                                        |  | $     | 5.00  |            | 5,000,000  |                                      
|Non-Cumulative Preferred
        Stock              |  | $     | 25.00 |            | 5,000,000  |                                      
|Class A Cumulative Preferred
        Stock          |  | $     | 1.00  |            | 10,000,000 |                                      
|Class B Cumulative Preferred
        Stock          |  | $     | 1.00  |            | 9,500,000  |                                      
|Class C Cumulative Preferred
        Stock          |  | $     | 1.00  |            | 10,000,000 |                                      
|Class D Cumulative Preferred
        Stock          |  | $     | 1.00  |            | 10,000,000 |                                      
|Class E Cumulative Preferred
        Stock          |  | $     | 1.00  |            | 10,000,000 |                                      
|Class B, Series I 10% Cumulative
        Redeemable |  |       |       |            |            |                                      
|Preferred
        Stock                             |  | $     | 1.00  |            | 500,000    |                                      

In the event of liquidation, the relative preference of Pro-Facs outstanding securities is as follows: first retains, then cumulated dividends on the Cooperatives Class A cumulative preferred stock, then all
classes of preferred stock, pari passu, then common stock and, finally, special membership interests.

During the quarter ended December 29, 2007, the Cooperative redeemed and cancelled all non-cumulative preferred shares at a cost of approximately $0.7 million and 3,155,433 Class A cumulative preferred shares at a cost of
approximately $78.9 million. Transaction costs were approximately $31,000.

While the Cooperative presently has no plans to liquidate, if liquidation were to occur, the order of redemption and the amount required to fully redeem each class outstanding, at June 28, 2008, is as follows:

|                                   | Amount Required
|---------------------------------- | ---------------
|(Dollars in Thousands)             | to Fully Redeem
|                                  
|Class A Cumulative Preferred Stock |                
|Common Stock                       |                
|Special Membership Interests       |                
|                                  
|                                   |                

Retained Earnings Allocated to Members (Retains):Retains arise from patronage income and are allocated to the
accounts of members within 8 1/2 months of the end of each fiscal year.  For fiscal years 2008 and 2007, no patronage income was retained. Qualified retains are taxable income to the member in the year the allocation is made.

During the first quarter of fiscal year 2008, the Cooperative redeemed all outstanding retains for approximately $6.8 million using proceeds of the $120.1 distribution received in July 2007 from Holdings LLC.

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Preferred Stock:All preferred stock outstanding originated, directly or indirectly, from the conversion at par value of retains
at the discretion of Pro-Facs Board of Directors. Preferred stock is generally non-voting, except that the holders of preferred stock are entitled to vote on those matters specifically required by law.

Pro-Facs Class A cumulative preferred stock is listed under the symbol PFACP on the Nasdaq Capital Market and has a dividend rate of $1.72 per share annually, payable in four quarterly installments of $.43 per share;
cumulative, if not paid.

During fiscal year 2008, Pro-Fac paid cash dividends totaling $9.1 million on the non-cumulative and Class A cumulative preferred stock, representing $3.3 million of accumulated dividends and $5.8 million of dividends for
the year ended June 28, 2008.

The Cooperatives ability to pay dividends is dependent upon available cash, capital surplus and its future earnings. The Cooperatives principal use of available cash has been the payment of dividends on its
preferred stock and the redemption of its securities. Historically, the $10.0 million annual receipts under the Termination Agreement have been the principal source of cash for payment of dividends with the last $2.0 million installment received in
July 2007 and the $120.1 million distribution received from Holdings LLC in July 2007. Although Pro-Fac is a party to the Limited Liability Company Agreement and, as a member of Holdings LLC, is entitled to annual distributions, if made, Holdings
LLC has advised Pro-Fac that it will not speculate as to whether distributions will be made under the Limited Liability Company Agreement. As a minority owner of Holdings LLC, Pro-Fac has no control over the determination of whether such
distributions will be made.

Using proceeds of a July 2007 distribution from Holdings LLC, the Board of Directors declared and the Cooperative paid dividends on its preferred stock in July and October 2007 and January and April and July 2008. There can
be no assurances that Pro-Fac will pay dividends after the payment on October 31, 2008. The declaration of any future dividends is subject to Board action in advance of any such declaration based upon available facts and circumstances at such time.

In July 2007, Pro-Fac received a distribution of approximately $120.1 million from Holdings LLC.  Pro-Fac invested the $120.1 million distribution in high quality, low risk investments pending use of the funds. During the
first quarter of fiscal year 2008, Pro-Fac used this distribution: to redeem all retained earnings allocated to its members at a cost of approximately $6.8 million; to pay dividends on its non-cumulative preferred stock and its Class A cumulative
preferred stock at a cost of approximately $5.4 million; and to repay principal and interest owed under its Credit Agreement with Birds Eye Foods in an amount equal to approximately $1.1 million. During the second quarter of fiscal year 2008,
Pro-Fac used this distribution: to redeem all of Pro-Facs non-cumulative preferred stock at a price of $25.00 per share for an aggregate redemption cost of approximately $0.7 million; to redeem 3,155,433 shares of its Class A cumulative
preferred stock at a price of $25.00 per share for an aggregate redemption cost of approximately $78.9 million related to the Class A cumulative preferred stock; and to pay dividends on its preferred stock to the date of redemption as required to
affect the redemption at a cost of approximately $2.1 million.

The Board of Directors continues to periodically evaluate Pro-Facs business plan. Based upon the assumptions contained in Pro-Facs business plan, the Board currently believes that Pro-Fac has sufficient sources
of cash to fund its operations at least through the end of fiscal 2013.

Common Stock:The Cooperatives common stock is owned by its members. The number of shares of common stock owned by a
Pro-Fac member-grower is based upon the quantity and type of crops to be marketed through Pro-Fac by the member-grower. If a member-grower ceases to be a producer of agricultural products that are marketed through the Cooperative, then the
member-grower must sell its shares of Pro-Fac common stock to another grower that is acceptable to the Cooperative. Additionally, member-growers desiring to adjust quantities of crops marketed through Pro-Fac may either offer to sell or purchase
shares of Pro-Fac common stock.

If the selling member-grower is unable to find a qualified grower to purchase its shares of Pro-Fac common stock, the member-grower must, upon notification from the Cooperative, sell its shares of common stock to the
Cooperative for cash at par value, plus any dividends thereon which have been declared but remain unpaid.

In January 2003, the Pro-Fac Board of Directors suspended the payment of dividends on the Cooperatives common stock for an indefinite period of time, and in January 2006 the Board placed a moratorium on Pro-Facs
repurchase of shares of its common stock from its member-growers. Any repurchases by Pro-Fac of its common stock are subject to pre-approval by the Board. In the fourth quarter of fiscal 2008, the Cooperative repurchased approximately 69,500 of
common stock for approximately $348,000 from its member-growers (representing approximately 56% of the common shares owned by those member-growers) with proceeds the Cooperative received in consideration of the termination of a raw product supply
agreement by a customer, due to the customers closure of its processing plant. Payment to each member-grower was made upon receipt of a release agreement from the member-grower.

Special Membership Interests:In conjunction with the Transaction, special membership interests were allocated to the then
current and former members of Pro-Fac who had made patronage deliveries to or on behalf of Pro-Fac in the six fiscal years ended June 29, 2002, in proportion to the patronage deliveries made by those members in each case during that six fiscal year
period.

Accumulated Deficit:Accumulated deficit consists of accumulated (losses)/income after distribution of earnings allocated to
members and dividends.

26

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NOTE 6.      OTHER MATTERS

Legal Matters:The Cooperative is party to various legal proceedings from time to time in the normal course of its business. In
the opinion of management, any liability that might be incurred upon the resolution of these proceedings will not, in the aggregate, have a material adverse effect on the Cooperative's business, financial condition, and results of operations.
Further, no such proceedings are known to be contemplated by any governmental authorities. The Cooperative maintains general liability insurance coverage in amounts deemed to be adequate by the Board of Directors.

Guarantees and Indemnifications:During the fourth quarter of fiscal year 2007, Pro-Fac was released from its previous
guarantee of $30.0 million in original principal plus accrued interest, if any, due by Birds Eye Foods to GLK, LLC, a New York limited liability company whose members are Birds Eye Foods and GLK Holdings, Inc., a wholly-owned subsidiary of Birds Eye
Foods.

Historically, when Pro-Fac sold assets, it may have retained certain liabilities for known exposures and provided indemnification to the buyer(s) with respect to future claims for certain unknown liabilities existing, or
arising from events occurring, prior to the sale date, including liabilities for taxes, legal matters, environmental exposures, labor contingencies, project liability, and other obligations. Pro-Fac may enter into similar arrangements in the future.
Agreements to provide indemnifications may vary in duration, generally for two years for certain types of indemnities, to terms for tax indemnifications that are generally aligned to the applicable statute of limitations for the jurisdiction in
which the tax is imposed, and to terms for certain liabilities (i.e., warranties of title and environmental liabilities) that typically do not expire. The maximum potential future payments that the Cooperative could be required to make under
agreements of indemnification are (or may be) either contractually limited to a specified amount or unlimited. The maximum potential future payments that the Cooperative could be required to make under agreements of indemnification are not
determinable at this time, as any future payments would be dependent on the type and extent of the related claims, and all relevant defenses, which are not estimable. Historically, costs incurred to resolve claims related to agreements of
indemnification have not been material to the Cooperatives financial position, results of operations or cash flows.

From time to time, in the ordinary course of its business, Pro-Fac has, or may, enter into agreements with its customers, suppliers, service providers and business partners which contain indemnification provisions.
Generally, such indemnification provisions require the Cooperative to indemnify and hold harmless the indemnified party(ies) and to reimburse the indemnified party(ies) for claims, actions, liabilities, losses and expenses in connection with any
personal injuries or property damage resulting from any Pro-Fac products sold or services provided. Additionally, the Cooperative may from time to time agree to indemnify and hold harmless its providers of services from claims, actions, liabilities,
losses and expenses relating to their services to Pro-Fac, except to the extent finally determined to have resulted from the fault of the provider of services relating to such services. The level of conduct constituting fault of the service provider
will vary from agreement to agreement and may include conduct which is defined in terms of negligence, gross negligence, willful misconduct, omissions or other culpable behavior. The terms of these indemnification provisions are generally not
limited. The maximum potential future payments that the Cooperative could be required to make under these indemnification provisions are unlimited and are not determinable at this time, as any future payments would be dependent on the type and
extent of the related claims, and all relevant defenses to the claims, which are not estimable. Historically, costs incurred to resolve claims related to these indemnification provisions have not been material to the Cooperatives financial
position, results of operations or cash flows.

The Cooperative has by-laws, policies, and agreements under which it indemnifies its directors and officers from liability for certain events or occurrences while the directors or officers are, or were, serving at Pro-Fac's
request in such capacities. Pro-Fac indemnifies its officers and directors to the fullest extent allowed by law. The maximum potential amount of future payments that the Cooperative could be required to make under these indemnification provisions is
unlimited, but would be affected by all relevant defenses to the claims.

As part of the Transaction, Pro-Fac agreed to indemnify Birds Eye Foods for certain environmental liabilities. This obligation is only triggered once the aggregate of all liabilities subject to indemnification under the
Unit Purchase Agreement (including those unrelated to environmental matters) exceeds $10.0 million.

As of the date of this Report, Pro-Fac does not expect to be required to perform under the indemnifications described above.

Rent Commitment:Pro-Fac rents office space through June 2009 at an annual rent of approximately $18,900 (approximately
$1,574 per month).

Benefit Plan:Pro-Fac sponsors a 401(k) profit-sharing plan under which its employees may defer a portion of their salary. Pro-Fac contributes an amount equal to 3
percent of each employees salary. Pro-Fac may also make additional contributions at Pro-Facs sole discretion.

27

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Related Party Transactions: Substantially all purchases are from member-growers of the Cooperative.  For fiscal years 2008 and 2007, approximately 29 percent and 81
percent, respectively, of all crops purchased by Pro-Fac from its members were sold to its indirect equity investee, Birds Eye Foods. See Note 2 for additional transactions with Birds Eye Foods.

Pro-Fac is a party to an agricultural services agreement with Farm Fresh, a limited liability company, in which Pro-Fac owns a 5.55% membership interest. Under the services agreement, Farm Fresh provides Pro-Fac with
agricultural and administrative services and acts as Pro-Facs exclusive sales agent for the sale of agricultural products grown by Pro-Fac member-growers located in New York State, which are not subject to existing supply agreements. Certain
members of Pro-Fac own the majority of the membership interests of Farm Fresh either directly or indirectly through entities owned or controlled by them. Included are three members of Pro-Facs Board of Directors, Peter Call, president of
Pro-Facs Board, Kenneth Mattingly and James Vincent, who are each indirect owners of 5.55% of the membership interest of Farm Fresh (total 16.65%) through affiliated entities. Messrs. Call, Mattingly and Vincent serve on the board of directors
of Farm Fresh, and Mr. Call serves as chairman.

During the years ended June 28, 2008 and June 30, 2007, Pro-Fac paid Farm Fresh approximately $210,000 and $97,000, respectively, for services provided. During the year ended June 28, 2008, Farm Fresh paid Pro-Fac $36,000
for consulting services provided by Pro-Fac during the year. In addition, Pro-Fac sold approximately $362,000 of raw product to Farm Fresh during fiscal year 2008. At June 28, 2008, Farm Fresh owed Pro-Fac approximately $362,000.

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

Not applicable.

|ITEM 9A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Disclosure Controls and Procedures:Pro-Facs Principal Executive Officer and Principal Financial Officer evaluated
the effectiveness of the design and operation of Pro-Facs disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on that
evaluation, Pro-Facs Principal Executive and Principal Financial Officer concluded that Pro-Facs disclosure controls and procedures as of June 28, 2008 (the end of the period covered by this Report), have been designed and are
functioning effectively to provide reasonable assurance that the information required to be disclosed by Pro-Fac in reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to Pro-Facs management, including its Principal Executive and Principal Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.

Managements Annual Report on Internal Control Over Financial Reporting:Section 404(a) of the Sarbanes-Oxley Act of
2002, requires Pro-Facs management to assess the effectiveness of Pro-Facs internal controls over financial reporting as of the end of each fiscal year beginning with its fiscal year ended June 28, 2008 and to report, based on that
assessment, whether Pro-Facs internal control over financial reporting is effective.

Pro-Facs management is responsible for establishing and maintaining adequate internal control over financial reporting. Pro-Facs management has assessed the effectiveness of Pro-Facs internal control over
financial reporting as of June 28, 2008. In making this assessment, Pro-Fac used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on
Pro-Facs assessment, management has concluded that, as of June 28, 2008, Pro-Facs internal control over financial reporting was effective.

This annual report of Form 10-K does not include an attestation report of Pro-Facs registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to
attestation by Pro-Facs registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit Pro-Fac to provide only managements report in this annual report.

Changes in Internal Control Over Financial Reporting:There were no changes
in Pro-Facs internal control over financial reporting identified during the quarter ended June 28, 2008, that materially affected, or are reasonably likely to materially affect, Pro-Facs internal control over financial reporting.

|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

Not applicable.

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PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE
|-------- | ----------------------------------------------------------

Set forth below is certain information about the individuals that currently serve as directors and executive officers of Pro-Fac.

EXECUTIVE OFFICERS AND DIRECTORS OF PRO-FAC

|                                          |  | Date             |  |                                                     
|----------------------------------------- |  | ---------------- |  | ----------------------------------------------------
|Name                                      |  | of
        Birth |  | Positions                                           
|Bruce R. Fox                              |  | 1947             |  | Director                                            
|Steven D.
          Koinzan               |  | 1948             |  | Director and
        Second Vice President          
|Charles R.
          Altemus              |  | 1931             |  | Director                                            
|Stephen R.
          Wright               |  | 1947             |  | General Manager,
        Chief Executive Officer,   
|                                          |  |                  |  | Chief Financial
        Officer and Secretary       
|Peter R. Call(1)                          |  | 1956             |  | Director and
        President                      
|Kenneth A.
          Dahlstedt            |  | 1954             |  | Director                                            
|Robert DeBadts                            |  | 1957             |  | Director                                            
|Joseph Herman                             |  | 1955             |  | Director                                            
|Kenneth A.
          Mattingly            |  | 1948             |  | Director                                            
|Allan W. Overhiser(1)                     |  | 1960             |  | Director, First
        Vice President and Treasurer
|Paul E. Roe                               |  | 1939             |  | Director                                            
|Darell Sarff                              |  | 1949             |  | Director                                            
|James Vincent                             |  | 1944             |  | Director                                            
|Cornelius
          D. Harrington, Jr.(2) |  | 1927             |  | Director                                            
|William J.
          Lipinski(2)          |  | 1957             |  | Director                                            
|Frank M. Stotz(2)                         |  | 1930             |  | Director                                            

(1)Mr. Allen W. Overhiser and Mr. Peter R. Call serve as directors of both Birds Eye Foods and Pro-Fac. Messrs. Overhiser and Call serve as the "Pro-Fac Directors" on Birds Eye
Foods Board of Directors pursuant to the Securityholders Agreement

(2)Members of Pro-Fac's Audit Committee, which is a separately-designated standing Audit Committee
  established by and among Pro-Facs Board of Directors for the purposes of, among other duties, overseeing the accounting and financial reporting processes of Pro-Fac and audits of Pro-Facs financial statements. The charter of the Audit
  Committee is available on the Cooperatives Investor Relations website www.profaccoop.com/aboutProfac/investor.asp.  Mr. Harrington is the Chairman of the Audit Committee.  The Board of Directors has determined that Messrs. Harrington, Lipinski
  and Stotz each qualify as an audit committee financial expert as defined in Item 407 of Regulation S-K and that each of the members of the Audit Committee satisfies the independence standards in Section 4200(a)(15) of the NASDAQ listing
  standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

Bruce R. Foxhas been a Director of Pro-Fac since 1973. He was Treasurer of Pro-Fac from 1984 until March 1995, when he was elected President. He served as President of Pro-Fac until
March 2004. Mr. Fox also served as a Director of Birds Eye Foods from 1994 to May 2004; serving as Vice Chairman from 2000 to 2002. He has been a member of Pro-Fac since 1974. Mr. Fox is a fruit and vegetable grower (N.J. Fox & Sons, Inc. and
AEBIG Apple LLC, Shelby, MI).

Steven D. Koinzanhas been a Director of Pro-Fac since 1982. He was Secretary of Pro-Fac from March 1993 until March 1995, Treasurer from March 1995 until 2000 and from March 2004
until March 2005 and Vice-President from 2000 until March 2004. Mr. Koinzan was elected to serve as a Second Vice President of Pro-Fac in March 2005. From 1994 to August 29, 2002, Mr. Koinzan served as a director of Birds Eye Foods; serving as Vice
Chairman from 2001 to 2002. He has been a member of Pro-Fac since 1979. Mr. Koinzan is a popcorn, field corn and soybean farmer (Koinzan Farms; Norden, Nebraska).

Charles R. Altemushas been a Director of Pro-Fac since March 2004. He has been a member of Pro-Fac since 1978. Mr. Altemus is a potato grower (Altemus Farms; Penn Run, Pennsylvania).

Stephen R. Wrighthas been the General Manager of Pro-Fac since March 1995 and was elected as Secretary in June 1999. He became Chief Executive Officer and Chief Financial Officer of
Pro-Fac on August 19, 2004. Mr. Wright previously served as Assistant General Manager of Pro-Fac. Mr. Wright also served as Executive Vice President - Investor Relations of Birds EyeFoods from November 6, 1996 to August 19, 2004. He was Secretary of Birds Eye Foods from March 2000 to August 2002. He was Senior Vice President -Procurement of Birds Eye Foods from November 1994 to November 1996 and Vice President -
Procurement for Birds Eye Foods from 1990 to November 1994, having served as Director of Commodities and Administration Services for Birds Eye Foods from 1988 to 1990.

Peter R. Callhas been a Director of Pro-Fac since February 2000. He has been a member of Pro-Fac since 1979. He was elected to serve as President of Pro-Fac in March 2004. Mr. Call
also serves as a Director of Birds Eye Foods and has served in this capacity since August 2002. Mr. Call is a vegetable and grain farmer (My-T Acres, Inc. and Call Farms, Inc., Batavia, New York).

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Kenneth A. Dahlstedthas been a Director of Pro-Fac since February 1998 and has been a member of Pro-Fac since 1983. Mr. Dahlstedt is a vegetable grower (Ag. Pro, Inc.; Mount Vernon,
WA).

Robert DeBadtshas been a Director of Pro-Fac since January 1997 and has been a member of Pro-Fac since 1978. Mr. DeBadts is a fruit grower (Lake Breeze Fruit Farms, Inc.; Sodus, New
York).

Kenneth A. Mattinglyhas been a Director of Pro-Fac since 1993 and a member of Pro-Fac since 1978. Mr. Mattingly is a vegetable and grain farmer (M-B Farms Inc.; LeRoy, New
York).

Joseph Hermanhas been a Director of Pro-Fac since February 2007 and a member of Pro-Fac since 1987. Mr. Herman is a fruit farmer (Herman Farms; St. Joseph, Michigan).

Allan W. Overhiserhas been a Director of Pro-Fac since March 1994, a Vice President since March 2004, and First Vice President and Treasurer since March 2005 and a member of Pro-Fac
since 1984. Mr. Overhiser also serves as a Director of Birds Eye Foods and has served in this capacity since May 2004. Mr. Overhiser is a fruit farmer (A.W. Overhiser Orchards; South Haven, Michigan).

Paul E. Roehas been a Director of Pro-Fac since 1986 and a member of Pro-Fac since 1961. From 2000 to August 19, 2002, Mr. Roe served as a Director of Birds Eye Foods. Mr. Roe is a
vegetable, grain and dry bean farmer (Roe Acres, Inc.; Bellona, New York).

Darell Sarffhas been a Director of Pro-Fac since February 1997 and has been a member of Pro-Fac
since 1988. Mr. Sarff is a grain and vegetable farmer (Sarff Farms; Chandlerville, Illinois).

James Vincentwas elected as a Director of Pro-Fac in February 2005 and has been a member of Pro-Fac since 1967. Mr. Vincent is a vegetable grower (L-Brooke Farms; Byron, New York).

Cornelius D. Harrington Jr.has been a Director of Pro-Fac since August 2002. Mr. Harrington also served as Director of Birds Eye Foods from 1999 to August 19, 2002. Prior to his
retirement, he was President of the Bank of New England-West in Springfield, MA a predecessor to the Bank of New England-West from 1978 to December 1990. He was Chief Executive Officer of the Bank of New England-West from 1984 to December 1990.
Until 1987, he served as Chairman of the Board of Directors of BayState Medical Center in Springfield, Massachusetts. He is a former Director of the Farm Credit Bank of Springfield.

William J. Lipinskihas been a Director of Pro-Fac since March 2006. Mr. Lipinski currently is the President and Chief Executive Officer of First Pioneer Farm Credit, ACA and has
served in these offices since June 1994. Mr. Lipinski also serves as Chairman of the Board of Directors for Farm Credit Financial Partners, Inc., and has served as Chairman since 1998. Mr. Lipinski also served as Director of Farm Credit Leasing
Services Corporation from 1998 to 2003 and as Chairman of Farm Credit Systems Presidents Planning Committee from 2000 to 2003.  Mr. Lipinski has also held various positions with Farm Credit Bank of Springfield, Springfield Bank for
Cooperatives, and Southern New England Production Credit and Federal Land Bank Associations.

Frank M. Stotzhas been a Director of Pro-Fac since August 2002. Mr. Stotz also served as Director of Birds Eye Foods from 1994 to August 19, 2002. Mr. Stotz retired in 1994 from his
position as Senior Vice President - Finance of Bausch & Lomb Incorporated. Before joining Bausch & Lomb in that capacity in 1991, Mr. Stotz was a partner for 25 years with Price Waterhouse (now PricewaterhouseCoopers LLP).

Term of Office:Pro-Fac's Board of Directors is currently divided into three classes, with the classes of directors serving for
staggered three-year terms that expire in successive years. Except for those directors serving on Pro-Fac's Audit Committee, approximately one-third of the directors are elected annually by the members. Those directors serving on Pro-Fac's Audit
Committee are appointed by Pro-Fac's Board of Directors. Officers of Pro-Fac are elected for one-year terms.

Section 16(a) Beneficial Ownership Reporting Compliance:Section 16(a) of the Securities Exchange Act of 1934 requires
Pro-Facs directors and officers, and persons who own more than 10% of a registered class of Pro-Facs equity securities, to file reports of ownership and changes in ownership of the securities of Pro-Fac with the Securities and Exchange
Commission (the SEC). Pro-Fac officers and directors and beneficial owners of more than 10% of any registered class of Pro-Facs equity securities are required by SEC regulation to furnish Pro-Fac with copies of all Section 16(a)
reports they file.

Based upon a review of the copies of such reports, all filing requirements under Section 16(a) applicable to its officers, directors and greater than 10% beneficial owners were complied with, except Mr. Altemus who failed
to timely file a Form 4 to report the redemption of shares of Class A cumulative preferred stock on October 31, 2007.

Code of Ethics:  The Board of Directors has adopted the Pro-Fac Cooperative, Inc. Principal Executive Officer/Senior Financial Officer Code of Ethics that
applies to the Companys principal executive officer and principal financial officer. A copy of the Code of Ethics is available at the Cooperatives Investor Relations website - About Pro-Fac
(www.profaccoop.com/aboutProfac/investor.asp). The Cooperative intends to post amendments to or waivers from the Code of Ethics for its principal executive officer and its principal financial officer at this location on that website.

30

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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Mr. Stephen Wright is our sole principal executive and financial officer. He serves as Pro-Fac's General Manager, Chief Executive Officer, Chief Financial Officer and Secretary.

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by Stephen R. Wright, Pro-Facs only Named Executive Officer during fiscal years 2008 and 2007.

SUMMARY COMPENSATION TABLE

|                      |  |      |  |          |  |       |  |        |  |        |  |                |  | Change in        |  |                  |  |         
|--------------------- |  | ---- |  | -------- |  | ----- |  | ------ |  | ------ |  | -------------- |  | ---------------- |  | ---------------- |  | --------
|                      |  |      |  |          |  |       |  |        |  |        |  |                |  | Pension Value    |  |                  |  |         
|                      |  |      |  |          |  |       |  |        |  |        |  | Non-Equity     |  | and Nonqualified |  |                  |  |         
|Name and              |  |      |  |          |  |       |  | Stock  |  | Option |  | Incentive Plan |  | Deferred         |  | All Other        |  |         
|principal             |  |      |  | Salary   |  | Bonus |  | Awards |  | Awards |  | Compensation   |  | Compensation     |  | Compensation (2) |  | Total   
|position              |  | Year |  | ($)      |  | ($)   |  | ($)    |  | ($)    |  | ($)            |  | Earnings ($)     |  | ($)              |  | ($)     
|(a)                   |  | (b)  |  | (c)      |  | (d)   |  | (e)    |  | (f)    |  | (g)            |  | (h)              |  | (i)              |  | (j)     
|Stephen R. Wright (1) |  | 2008 |  | $163,846 |  | NA    |  | NA     |  | NA     |  | NA             |  | NA               |  | $5,560           |  | $169,406
|                     
|                      |  | 2007 |  | $176,539 |  | NA    |  | NA     |  | NA     |  | NA             |  | NA               |  | $5,941           |  | $182,480

(1) The terms of Mr. Wrights employment are set forth in an employment agreement discussed below under Employment Agreement  Stephen R. Wright; Potential Payments Upon Termination or Change-in-Control of
Pro-Fac.

(2) Pro-Fac contributions of $4,915 and $5,296, respectively, pursuant to 401(k) Plan and life insurance premiums of $645 and $645, respectively, paid on behalf of Mr. Wright in fiscal years 2008 and 2007.

In accordance with the rules of the Securities and Exchange Commission, the compensation described in this table does not include group life, health, hospitalization, or medical reimbursement benefits received by Mr. Wright
under plans that are available generally to all salaried employees of Pro-Fac.

____________

Employment Agreement - Stephen R. Wright; Potential Payments Upon Termination or Change-in-Control of Pro-Fac

Pursuant to an employment agreement entered into on July 30, 2004 with Mr. Wright, as amended, the most recent amendment being as of February 14, 2008, Mr. Wright is employed as the General Manager, Chief Executive Officer
and Chief Financial Officer of Pro-Fac, reporting to Pro-Fac's Board of Directors.  Mr. Wrights employment term continues under his employment agreement until terminated by either Pro-Fac or Mr. Wright upon six months prior notice, or as
otherwise provided under the employment agreement. The agreement provides for an annualized salary, beginning July 1, 2008, of $200,000 and, effective July 1, 2009, of $210,000 and, effective July 1, 2010 of $220,000. In addition to Mr.
Wrights base salary, beginning with Pro-Facs 2009 fiscal year, for each fiscal year that Mr. Wright remains employed by Pro-Fac, Mr. Wright will be paid a cash bonus equal to 10% of the increase, if any, in Pro-Facs net income over
its net income for the 2008 fiscal year. For purposes of determining the amount of Mr. Wrights bonus net income means Pro-Facs margin income less operating expenses, but disregarding interest income and interest expense. The
annual bonus, if any, will be paid by September 15 following the end of the fiscal year to which it relates; provided, however, that payment may be delayed in the event the determination of net income for a fiscal year is not available as of such
date. Mr. Wright is entitled to participate in employee benefits generally made available to employees of Pro-Fac, including:  Pro-Facs 401(k) plan pursuant to which Pro-Fac contributes 3% of Mr. Wright's earned compensation; term life
insurance; short-term and long-term disability insurance; personal accident insurance and accidental death and dismemberment insurance. All participants in the 401(k) plan are 100% vested in amounts contributed by Pro-Fac. In addition to the term
life insurance provided to all Pro-Fac employees, Pro-Fac provides Mr. Wright with an additional $250,000 in life insurance benefits.

Mr. Wright's employment agreement contains provisions relating to non-competition and non-solicitation of customers during the term of his employment and for a period of 12 months thereafter (except if Mr. Wright's
employment is terminated without cause), and non-solicitation of Pro-Fac's employees for 12 months following termination of employment.

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Potential Payments Upon Termination or Change-in-Control.

Either Mr. Wright or Pro-Fac, subject to the rights and obligations set forth in the employment agreement, including proper notice, may terminate Mr. Wright's employment. Pro-Fac is obligated to pay Mr. Wright his salary
plus benefits for the remainder of the month in which such termination becomes effective and for a period of six (6) months thereafter in the event Mr. Wright's employment is terminated by Pro-Fac for any reason other than "for cause" (as such term
is defined in the employment agreement), on account of disability, or on account of death.

The table below reflects the amount of compensation payable to Mr. Wright upon voluntary termination, for cause termination, without cause termination, termination upon cessation or dissolution or
following a change-in-control and in the event of his disability or death is shown below. The amounts shown assume that such termination was effective as of June 28, 2008, and thus includes amounts earned through such time and are estimates of the
amounts which would be paid out to Mr. Wright upon his termination. The actual amounts to be paid out can only be determined at the time of Mr. Wrights separation from Pro-Fac.

|                     |  | Without
          Cause |        | For
          Cause or by
      Executive |  | Disability |   | Cessation
          or
      Dissolution |   | Death |  | Change 
      in Control
|-------------------- |  | ------------------------- | ------ | ----------------------------------------- |  | ---------- | - | ---------------------------------------- | - | ----- |  | ------------------------
|                    
|Salary               |  | $                         | 80,890 | (1)                                       |  | $          | 0 |                                          | $ | 0     |  | $                       
|Health insurance (3) |  |                           | 4,442  |                                           |  |            | 0 |                                          |   | 0     |  |                         
|Total                |  | $                         | 85,332 |                                           |  | $          | 0 |                                          | $ | 0     |  | $                       
|                     |  |                           |        |                                           |  |            |   |                                          |   |       |  |                         

|(1) | Salary is for a period of 6-months after termination.                                                             
|--- | ------------------------------------------------------------------------------------------------------------------
|(2) | Salary for a period of 3-months after death.                                                                      
|(3) | Reflects
      the cost to Pro-Fac of continuing health benefits for a period of six months
    after termination.



Severance Plan.

In July 2007, Pro-Fac established a Severance Plan for all of its employees, including Mr. Wright. The purpose of the plan is to provide an incentive to Pro-Facs employees to continue their employment in the event of
a transaction in which Pro-Facs investment in the units of ownership of Holdings, LLC is converted to cash or cash equivalents.  If certain cash or cash equivalent proceed thresholds are met, then a minimum of $100,000 ($25,000, individual,
minimum) and a maximum of $200,000 ($50,000, individual, maximum) will be paid to, and allocated equally among, those Pro-Fac employees who are or have remained as employees of Pro-Fac for a period of not less than six months after the
transaction.

Directors' Compensation

The table below sets forth the total compensation earned by or awarded to directors who served on our Board during fiscal year 2008. No employee serves on the Pro-Fac Board.

|                                     |  | Fees              |        |        |   |        |  |                |   |                              |   |                | Change in Pension |                     |   |  |   |   | 
|------------------------------------ |  | ----------------- | ------ | ------ | - | ------ |  | -------------- | - | ---------------------------- | - | -------------- | ----------------- | ------------------- | - |  | - | - | 
|                                     |  | Earned or         |        |        |   |        |  |                |   | Non-Equity                   |   | Value and Non- |                   |                     |   |  |   |  
|                                     |  | Paid              |        | Stock  |   | Option |  | Incentive Plan |   | Qualified
          Deferred |   | All Other      |                   |                     |  
|Name                                 |  | in
          Cash |        | Awards |   | Awards |  | Compensation   |   | Compensation                 |   | Compensation   |                   | Total
          ($)
|Member-Directors,
        other than |  |                   |        |        |   |        |  |                |   |                              |   |                |                   |                     |   |  |   |   | 
|Director
        Call(1)             |  | $                 | 11,500 |        | $ | 0      |  | $              | 0 |                              | $ | 0              |                   | $                   | 0 |  | $ | 0 | 
|Peter R. Call,
        Chairman of   |  |                   |        |        |   |        |  |                |   |                              |   |                |                   |                     |   |  |   |   | 
|Board(2)                             |  |                   | 18,500 |        |   | 0      |  |                | 0 |                              |   | 0              |                   |                     | 0 |  |   | 0 | 
|Independent,
        Non-Member      |  |                   |        |        |   |        |  |                |   |                              |   |                |                   |                     |   |  |   |   | 
|Directors(3)                         |  |                   | 30,000 |        |   | 0      |  |                | 0 |                              |   | 0              |                   |                     | 0 |  |   | 0 | 

(1) Annual retainer paid to Pro-Fac member-directors: Charles R. Altemus, Kenneth A. Dahlstedt, Robert Debadts, Bruce R. Fox, Joseph Herman, Steven D. Koinzan, Kenneth A. Mattingly, Allan W. Overhiser, Paul Roe, Darell
Sarff and James Vincent.

(2) Annual retainer paid to Mr. Call as Chairman of the Board of Directors of Pro-Fac.

(3) All non-member-grower directors of Pro-Fac: Cornelius D. Harrington, Jr., William J. Lipinski and Frank M. Stotz.

________________

Directors are not paid additional compensation for serving on a standing committee of the Board of Directors or for their participation in special assignments in their capacity as directors. All directors receive
reimbursement for reasonable out-of-pocket expenses incurred in connection with meetings of the Board. During fiscal year 2008, Pro-Fac increased fees paid to directors. In fiscal year 2009 the full year impact of this increase will be reflected.
Annual member director fees for fiscal year 2009 will be $15,000 for each of the 11 member-directors, which does not include Board Chairman Peter Call; $25,000 for the Chairman of the Board; and $40,000 for each of three independent, non-member
directors.

32

---



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|-------- | ---------------------------------------------------------------------------------------------------

The following table sets forth information regarding the beneficial ownership, as of June 28, 2008, by (i) each person or entity (including any group) who is known by Pro-Fac to own beneficially more than 5 percent of
Pro-Facs common stock (voting securities) and (ii) each Pro-Fac director, each Named Executive Officer included in the Summary Compensation Table, and all directors and current executive officers as a group, as to each class of securities of
Pro-Fac.

|                                                                                                                          |  |                                      |  | Amount and
        Nature of    |        | Percent of
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------------------------------- | ------ | ----------
|Name
        and Address                                                                                                  |  | Title
        of Class               |  | Beneficial
        Ownership(a) |        | Class(b)  
|                                                                                                                         
|Beneficial
          Owner of More than 5%*:                                                                              |  |                                      |  |                                 |        |           
|                                                                                                                         
|Michigan Blueberry
    Growers Association                                                                                |  | Common                               |  | 116,400                         |        |           
|P.O. Box 322                                                                                                              |  | Class A Cumulative
        Preferred |  | 3,113                           |        |           
|Grand Junction,
          MI 49056                                                                                        |  |                                      |  |                                 |        |           
|                                                                                                                          |  |                                      |  |                                 |        |           
|* Pro-Fac members
        are only entitled to one vote regardless of the number of shares of common
        stock owned.
|                                                                                                                          |  |                                      |  | Amount and Nature
        of    |        | Percent of
|Name                                                                                                                      |  | Title
        of Class               |  | Beneficial
        Ownership(a) |        | Class(b)  
|                                                                                                                         
|Charles R.
          Altemus                                                                                              |  | Common                               |  | 21,007                          | (v)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 879                             | (v)    |           
|                                                                                                                         
|Peter R. Call                                                                                                             |  | Common                               |  | 41,812                          | (d)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 9,783                           | (d)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 5,109                           | (e)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 1,929                           | (f)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 3,656                           |        |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 615                             | (g)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 1,366                           | (h)    |           
|                                                                                                                         
|Kenneth A.
          Dahlstedt                                                                                            |  | Common                               |  | 3,254                           | (x)    |           
|                                                                                                                          |  | Common                               |  | 812                             | (i)(x) |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 884                             |        |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 379                             | (i)    |           
|                                                                                                                         
|Robert DeBadts                                                                                                            |  | Common                               |  | 12,737                          | (j)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 4,853                           | (j)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 218                             | (k)    |           
|                                                                                                                         
|Bruce R. Fox                                                                                                              |  | Common                               |  | 11,315                          | (l)    |           
|                                                                                                                          |  | Common                               |  | 240                             | (m)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 3,382                           | (l)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 3,436                           | (n)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 390                             |        |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 455                             | (o)    |           
|                                                                                                                         
|Cornelius
          D. Harrington, Jr.                                                                                    |  | None                                 |  |                                 |        |           
|                                                                                                                         
|Joseph Herman                                                                                                             |  | Common                               |  | 4,092                           | (w)    |           
|                                                                                                                         
|Steven D.
          Koinzan                                                                                               |  | Common                               |  | 11,184                          | (x)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 3,027                           |        |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 89                              | (p)    |           
|                                                                                                                         
|William J.
          Lipinski                                                                                             |  | None                                 |  |                                 |        |           
|                                                                                                                         
|Kenneth A.
          Mattingly                                                                                            |  | Common                               |  | 13,958                          | (q)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 5,474                           | (q)    |           
|                                                                                                                         
|Allan W. Overhiser                                                                                                        |  | Common                               |  | 3,258                           | (r)    |           
|                                                                                                                          |  | Class A Cumulative
        Preferred |  | 897                             | (r)    |           

33


---



|Paul E. Roe                                   |  | Common                               |  | 24,907  | (s) |  | 1.47  | %
|--------------------------------------------- |  | ------------------------------------ |  | ------- | --- |  | ----- | -
|                                              |  | Class A Cumulative Preferred         |  | 3,947   | (s) |  | 0.22  | %
|                                             
|Darell Sarff                                  |  | Common                               |  | 2,616   |     |  | 0.15  | %
|                                              |  | Class A Cumulative Preferred         |  | 993     |     |  | 0.06  | %
|                                             
|Frank M. Stotz                                |  | None                                 |  |         |     |  |       |  
|                                             
|James Vincent                                 |  | Common                               |  | 24,028  | (t) |  | 1.41  | %
|                                              |  | Common                               |  | 1,496   | (u) |  | 0.09  | %
|                                              |  | Class A Cumulative Preferred         |  | 2,811   | (u) |  | 0.16  | %
|                                             
|Stephen R. Wright                             |  | Class A Cumulative Preferred         |  | 516     |     |  | 0.03  | %
|                                             
|                                             
|All directors and current
          executive |  |                                      |  |         |     |  |       |  
|officers as a group (16)                      |  | Common                               |  | 176,716 |     |  | 10.39 | %
|                                              |  | Class A Cumulative
        Preferred |  | 55,088  |     |  | 3.11  | %

|(a) | Certain of the directors named above may have the opportunity, along with the other Pro-Fac members producing a specific crop, to acquire beneficial ownership of additional shares of the common stock of Pro-Fac within a
period of approximately 60 days, commencing each year on February 1, if Pro-Fac determines that a permanent change is required in the total quantity of that particular crop.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Based on 1,700,064 shares of common stock and 1,773,839 shares of Class A Cumulative Preferred stock outstanding as of June 28, 2008. In the above table, each director who has direct beneficial ownership of common or
preferred shares by reason of being the record owner of such shares has sole voting and investment power with respect to such shares, while each director who has direct beneficial ownership of common or preferred shares as a result of owning such
shares as a joint tenant has shared voting and investment power regarding such shares. Each director who has indirect beneficial ownership of common or preferred shares resulting from his status as a shareholder, member or a partner of a
corporation, limited liability company or partnership which is the record owner of such shares has sole voting and investment power if he controls such corporation, limited liability company or partnership. If he does not control such corporation,
limited liability company or partnership, he has shared voting and investment power. Pro-Fac does not believe that the percentage ownership of any such corporation, limited liability company or partnership by a director is material, since in the
aggregate no director beneficially owns in excess of 5 percent of either the common or preferred shares of Pro-Fac. Moreover, Pro-Fac members are only entitled to one vote regardless of the number of shares of common stock owned.
|(d) | Record ownership by My-T Acres, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(e) | Record ownership by My-T Acres, Inc. Employee Profit Sharing Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f) | Record ownership by Call Farms, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(g) | Record ownership by Julie Call, Mr. Calls spouse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(h) | Record ownership by Casey Call, minor child of Peter R. Call                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(i) | Record ownership by Ag-Pro, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(j) | Record ownership by Lake Breeze Fruit Farm, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(k) | Record ownership jointly with spouse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(l) | Record ownership by N.J. Fox & Sons, Inc.; 2,663 common shares pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(m) | Record ownership by AEBIG Apple LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(n) | Record ownership by Kathleen Fox, Mr. Foxs spouse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(o) | Record ownership by Bruce Fox IRA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(p) | Record ownership by Steven and Lois Koinzan, jointly                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(q) | Record ownership by M-B Farms, Inc.; all common shares pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(r) | Record ownership by A.W. Overhiser Orchards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(s) | Record ownership by Roe Acres, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(t) | Record ownership by L-Brooke Farms, LLC; all common shares pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(u) | Record ownership by L-Brooke Farms, Inc.; all common shares pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(v) | Record ownership by Charles and Mildred Altemus, jointly                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(w) | Record ownership by Joseph and Susan Herman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(x) | Pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   

34

---



|ITEM 13. | TRANSACTIONS WITH RELATED PERSONS AND DIRECTOR
    INDEPENDENCE
|-------- | ---------------------------------------------------------------

Crop Delivery Agreements:Each year Pro-Fac enters into crop delivery agreements with its member-growers pursuant to which
the member-growers agree to deliver a specified type and quantity (tonnage) of crop(s) to Pro-Fac at crop values based on CMV of the crop(s) to be delivered, as determined by Pro-Facs commercial market value committee for the growing season.

In fiscal year 2008 and 2007, Pro-Fac entered into crop delivery agreements with the following Pro-Fac member-grower Directors, directly or indirectly through entities owned or controlled by them: Charles R. Altemus, Dale
W. Burmeister, Peter R. Call, Kenneth A. Dahlstedt, Robert DeBadts, Bruce R. Fox, Joseph Herman, Steven D. Koinzan, Kenneth A. Mattingly, Allan W. Overhiser, Paul E. Roe, Darell Sarff and James Vincent.

Purchase of Crops by Pro-Fac:Pro-Fac members sell crops grown by them to Pro-Fac pursuant to supply agreements between
Pro-Fac and its members. Pro-Fac, in turn, markets and sells its members' crops to its customers. The Directors of Pro-Fac, other than Cornelius D. Harrington, Frank M. Stotz and William J. Lipinski, are grower-members of Pro-Fac. Accordingly,
during fiscal year 2008 and 2007, as grower-members of the Cooperative, they received payments from Pro-Fac for crops delivered by them directly or indirectly through entities owned or controlled by them.

During fiscal years 2008 and 2007, the following directors, directly or indirectly through entities owned or controlled by them, received payments from Pro-Fac for crops:

|                       
|-----------------------
|                       
|NAME                   
|                       
|Charles R. Altemus     
|Dale W. Burmeister     
|Peter R. Call          
|Kenneth A. Dahlstedt   
|Robert DeBadts         
|Bruce R. Fox           
|Joseph Herman          
|Steven D. Koinzan      
|Kenneth A. Mattingly   
|Allan W. Overhiser     
|Paul E. Roe            
|Darell Sarff           
|James
          Vincent

35

---



In addition, under the Farm Fresh First Services Agreement, Farm Fresh provides Pro-Fac with agricultural and administrative services and acts as Pro-Facs exclusive sales agent for crops grown by Pro-Fac
member-growers located in New York State. Certain members of Pro-Fac own the majority of the membership interests of Farm Fresh either directly or indirectly through entities owned or controlled by them. Included are three members of Pro-Facs
Board of Directors, Peter Call, Chairman of Pro-Fac's Board, Kenneth Mattingly and James Vincent, who are each indirect owners of 5.55% of the membership interest of Farm Fresh (total 16.65%) through affiliated entities. Messrs. Call, Mattingly and
Vincent also serve on the board of directors of Farm Fresh; Mr. Call as its chairman. For fiscal years 2008 and 2007, Pro-Fac paid Farm Fresh approximately $210,000 and $97,000, respectively, for services provided. During the year ended June 28,
2008, Farm Fresh paid Pro-Fac $36,000 for consulting services provided by Pro-Fac during the year. In addition, Pro-Fac sold approximately $362,000 of raw product to Farm Fresh during fiscal year 2008. At June 28, 2008, Farm Fresh owed Pro-Fac
approximately $362,000.

Pro-Fac, Stephen R. Wright, Pro-Facs Chief Executive Officer, Chief Financial Officer, General Manager and Secretary, together with others continue as parties to the Securityholders Agreement and Limited Liability
Company Agreement because of their ownership of common units of Holdings LLC. As of June 28, 2008, Mr. Wright owned approximately 553 Class C common units, representing approximately 3.3 percent of the issued and outstanding Class C common units and
approximately 379 Class D common units, representing approximately 1.9 percent of the issued and outstanding Class D common units of Holdings LLC. Mr. Wright owns less than 1.0 percent of the total equity of Holdings LLC.

Directors and Officers Liability Insurance:As authorized by New York law and in accordance with the policy of that
state, the Cooperative has obtained insurance from Cincinnati Insurance Companies and U.S. Specialty insuring the Cooperative against any obligation it incurs as a result of its indemnification of its officers and directors, and insuring such
officers and directors for liability against which they may not be indemnified by the Cooperative. This insurance has terms expiring on August 19, 2009, at an annual cost of approximately $141,900. Additionally, the Cooperative had obtained
insurance from St. Paul Mercury Insurance Company and Great American Insurance Company, insuring the Cooperative against any obligation it incurs as a result of its indemnification of its officers and directors, and insuring such officers and
directors for liability against which they may not be indemnified by the Cooperative for events occurring prior to August 19, 2002 where claims are submitted prior to August 19, 2008 at a cost of approximately $463,000. This insurance expired on
August 19, 2008. As of the date of this Report, no sums have been paid to any officers or directors of the Cooperative under either of these indemnification insurance policies.

As an agricultural cooperative, Pro-Fac is exempt from NASDAQ listing standards requiring that a majority of our board of directors be comprised of independent directors and that our committee members, other than members of
our audit committee, be independent under NASDAQ Rule 4200.

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Fees to Independent Auditor for Fiscal Year 2008 and 2007:The following table shows the aggregate fees billed for audit
and other services provided by Deloitte & Touche LLP through and including the first quarter of fiscal year 2007 and Freed, Maxick & Battaglia thereafter:

|                   |  | 2008 |        | 2007
|------------------ |  | ---- | ------ | ----
|                  
|Audit Fees         |  | $    | 62,480 |     
|Audit-Related Fees |  |      | 0      |     
|Tax Fees           |  |      | 0      |     
|All Other Fees     |  |      | 0      |     
|Total              |  | $    | 62,480 |     

Audit Fees: This category includes the audit of Pro-Facs annual financial statements, review of financial statements included in Pro-Facs Form 10-Q quarterly reports, and
services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for the above fiscal years.

Audit-Related Fees:  This category consists of assurance and related services provided by Pro-Facs independent auditors that are reasonably related to the performance of the
audit or review of Pro-Facs financial statements and are not otherwise reported above under Audit Fees.Tax Fees:  This category consists of professional
services rendered by Pro-Facs independent auditors in connection with tax compliance, tax advice and tax planning activities.

All Other Fees:  This category consists of fees for services and products provided to Pro-Fac by its independent auditors and not reported under Audit Fees,
Audit-Related Fees or Tax Fees above.

Audit Committee Pre-Approval Policy:The Audit Committee pre-approves all auditing services and permitted non-auditing
services (including the fees and terms of such services).

36

---



PART IV

|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                   
|-------- | -------------------------------------------------------------
|         |                                                              
|         | (a) The following documents are filed as part of this Report:
|         |                                                              

|1. | Financial Statements. The following Financial Statements and the Report of Independent Registered Public Accounting Firm included in Part II, Item 8:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                      

|                                                                                                                             |  | Page
|---------------------------------------------------------------------------------------------------------------------------- |  | ----
|Pro-Fac Cooperative, Inc.                                                                                                    |  |     
|Report of Independent
        Registered Public Accounting Firm                                                              |  | 14  
|Financial Statements:                                                                                                        |  |     
|Statements
        of Operations, Allocation of Net Income                                                                   |  |     
|for
        the years ended June 28, 2008 and June 30, 2007                                                                  |  | 15  
|Balance
        Sheets as of June 28, 2008 and June 30, 2007                                                                 |  | 16  
|Statements
        of Cash Flows for the years ended June 28, 2008 and June 30, 2007                                         |  | 17  
|Statements
        of Changes in Shareholders and Members Capitalization/(Deficit)
        and Redeemable and Common Stock |  |     
|for
        the years ended June 28, 2008 and June 30, 2007                                                                  |  | 18  
|Notes
        to Financial Statements                                                                                        |  | 19  

|2. | See Item 15(c) below.
|-- | ---------------------
|  

37

---



|3. | Exhibits.The
        following exhibits are filed herein or have been previously filed with
    the Securities and Exchange Commission:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                        
|   | Exhibit
    Number                                                                                                                     
|   |                                                                                                                                        
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|  
|   |                                                                                                                                        
|   |                                                                                                                                        
|   |                                                                                                                                        
|   |                                                                                                                                        
|   |                                                                                                                                        
|   |                                                                                                                                        
|   | *                                                                                                                                      

38

---



| | * | 10.13 |  | Extension and Amendment to Employment Agreement between Pro-Fac and Stephen R.
Wright dated March 23, 2006 (filed as Exhibit 10.1 to Pro-Facs Quarterly Report on Form 10-Q for the third fiscal quarter ended March 25,
2006 and incorporated herein by reference).                                                                                                          
| | - | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | * | 10.14 |  | Employment Agreement Extension between Pro-Fac and Stephen R. Wright effective February 14, 2008 (filed
herewith).                                                                                                                                                                                                                                                             
|
| | * | 10.15 |  | Summary of Compensation Arrangements for the Cooperatives Named Executive Officer and Directors (filed
herewith).                                                                                                                                                                                                                                                             
|
| | * | 10.16 |  | Pro-Fac Cooperative, Inc. Severance Plan (filed as Exhibit 10.17 to Pro-Facs Annual Report on Form 10-K for the
fiscal year ended June 30, 2007).                                                                                                                                                                                                                             
| |   |       |  |                                                                                                                                                                                                                                                                                                                                                                                
| |   | 10.17 |  | Amendment to Agreements - Credit Agreement dated August 19, 2002 and Termination Agreement dated August 19, 2002 - between Pro-Fac Cooperative, Inc. and Birds Eye Foods, Inc., dated March 28, 2007 (incorporated by reference
to Exhibit 10.1 to Pro-Fac Cooperative, Inc.s Current Report on Form 8-k filed with the Securities and Exchange Commission on March 29, 2007).
|
| |   | 10.18 |  | Services Agreement dated April 13, 2007 between Pro-Fac Cooperative, Inc. and
Farm Fresh First, LLC (incorporated by reference to Exhibit 10.1 to Pro-Fac Cooperatives
Current Report on Form 8-K filed with Securities
and Exchange Commission on April 17, 2007).                                                                                                           
|
| |   | 10.19 |  | Raw Product Supply Agreement dated April 17, 2007 between Pro-Fac Cooperative, Inc. and Allens, Inc. (incorporated by reference to Exhibit 10.1 to Pro-Fac Cooperatives Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 20, 2007).                                                                                                      
|
| |   | 31    |  | Section 302 Certification of the Principal Executive Officer and Principal Financial Officer (filed herewith).                                                                                                                                                                                                                                                                 
|
| |   | 32    |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 USC, Section 1350, as adopted pursuant to Section 906 (filed herewith).                                                                                                                                                                                                            
|

*Management contracts or compensatory plans or arrangements.

|(b) | See Item 15(a)(3) above.                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Financial schedules are omitted because they are either not applicable or not required, or the required information is shown in the financial statements or the notes thereto.
|   

39

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                                |  |     |                                                   | PRO-FAC COOPERATIVE, INC.
|------------------------------- |  | --- | ------------------------------------------------- | -------------------------
|                               
|                               
|                               
|Date:September
        25, 2008 |  | BY: | /s/                                               | Stephen
        R. Wright
|                                |  |     |                                                   | Stephen R. Wright        
|                                |  |     | General Manager,
        Chief Executive Officer,
|                                |  |     | Chief Financial
        Officer and Secretary    
|                                |  |     | (Principal Executive
        Officer,            
|                                |  |     | Principal Financial
        Officer, and         
|                                |  |     | Principal Accounting
        Officer)            

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen R. Wright as his true and lawful attorney-in-fact and agent, with full power of substitution, for him, and
in his name, place and stead, in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with Exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

40

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|    |  |  | SIGNATURE                                |  | TITLE                                    |  | Date              
|--- |  |  | ---------------------------------------- |  | ---------------------------------------- |  | ------------------
|   
|/s/ |  |  | Peter
        R. Call                    |  | President and Director                   |  | September 25, 2008
|    |  |  | (PETER R. CALL)                          |  |                                          |  |                   
|   
|/s/ |  |  | Allan W. Overhiser                       |  | Vice President, Treasurer
        and    |  | September 25, 2008
|    |  |  |                                          |  | Director                                 |  |                   
|    |  |  | (ALLAN W. OVERHISER)                     |  |                                          |  |                   
|   
|/s/ |  |  | Steven
        D. Koinzan                |  | Vice President and Director              |  | September 25, 2008
|    |  |  | (STEVEN D. KOINZAN)                      |  |                                          |  |                   
|   
|/s/ |  |  | Bruce
        R. Fox                     |  | Director                                 |  | September 25, 2008
|    |  |  | (BRUCE R. FOX)                           |  |                                          |  |                   
|   
|/s/ |  |  | Charles
        R. Altemus               |  | Director                                 |  | September 25, 2008
|    |  |  | (CHARLES R.
          ALTEMUS)           |  |                                          |  |                   
|   
|/s/ |  |  | Kenneth
        A. Dahlstedt             |  | Director                                 |  | September 25, 2008
|    |  |  | (KENNETH A.
          DAHLSTEDT)         |  |                                          |  |                   
|   
|/s/ |  |  | Robert
        DeBadts                   |  | Director                                 |  | September 25, 2008
|    |  |  | (ROBERT DeBADTS)                         |  |                                          |  |                   
|   
|/s/ |  |  | Cornelius
        D. Harrington, Jr.     |  | Director                                 |  | September 25, 2008
|    |  |  | (CORNELIUS D.
          HARRINGTON, JR.) |  |                                          |  |                   
|   
|/s/ |  |  | William
        J. Lipinski              |  | Director                                 |  | September 25, 2008
|    |  |  | (WILLIAM J.
          LIPINSKI)          |  |                                          |  |                   
|   
|/s/ |  |  | Joseph
        Herman                    |  | Director                                 |  | September 25, 2008
|    |  |  | (JOSEPH HERMAN)                          |  |                                          |  |                   
|   
|/s/ |  |  | Kenneth
        A. Mattingly             |  | Director                                 |  | September 25, 2008
|    |  |  | (KENNETH A.
          MATTINGLY)         |  |                                          |  |                   
|   
|/s/ |  |  | Paul
        E. Roe                      |  | Director                                 |  | September 25, 2008
|    |  |  | (PAUL E. ROE)                            |  |                                          |  |                   
|   
|/s/ |  |  | Darell
        Sarff                     |  | Director                                 |  | September 25, 2008
|    |  |  | (DARELL SARFF)                           |  |                                          |  |                   
|   
|/s/ |  |  | Frank
        M. Stotz                   |  | Director                                 |  | September 25, 2008
|    |  |  | (FRANK M. STOTZ)                         |  |                                          |  |                   
|   
|/s/ |  |  | James
        Vincent                    |  | Director                                 |  | September 25, 2008
|    |  |  | (JAMES VINCENT)                          |  |                                          |  |                   
|   
|/s/ |  |  | Stephen
        R. Wright                |  | General Manager, Chief Executive         |  | September 25, 2008
|    |  |  | (STEPHEN R.
          WRIGHT)            |  | Officer, Chief Financial
        Officer |  |                   
|    |  |  |                                          |  | and Secretary                            |  |                   
|    |  |  |                                          |  | (Principal Executive Officer,            |  |                   
|    |  |  |                                          |  | Principal Financial Officer,
        and |  |                   
|    |  |  |                                          |  | Principal Accounting Officer)            |  |                   

41

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|  | Exhibit
    Index
|- | -----------------
|  |                  
|  | ExhibitNumber    
|  |                  
|  | 2.1              
| 
|  | 3.1              
| 
|  | 3.2              
| 
|  | 10.1             
| 
|  | 10.2             
| 
|  | 10.3             
| 
|  | 10.4             
| 
|  | 10.5             
| 
|  | 10.6             
| 
|  | 10.7             
| 
|  | 10.8             
| 
|  | 10.9             
|  |                  
|  | 10.10            
|  |                  
|  | 10.11            
|  |                  
|* | 10.12            
|  |                  

42

---



|* | 10.13 |  | Extension and Amendment
        to Employment Agreement between Pro-Fac and Stephen R. Wright dated March
        23, 2006 (filed as Exhibit 10.1 to Pro-Facs Quarterly Report on
        Form 10-Q for the third fiscal quarter ended March 25, 2006 and incorporated
        herein by reference).                                                                                                                  
|- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|* | 10.14 |  | Employment Agreement
        Extension between Pro-Fac and Stephen R. Wright effective February 14,
        2008 (filed herewith).                                                                                                                                                                                                                                                                                     
| 
|* | 10.15 |  | Summary of Compensation
        Arrangements for the Cooperatives Named Executive Officer and Directors
        (filed herewith).                                                                                                                                                                                                                                                                                     
| 
|* | 10.16 |  | Pro-Fac Cooperative,
        Inc. Severance Plan (filed as Exhibit 10.17 to Pro-Facs Annual
        Report on Form 10-K for the fiscal year ended June 30, 2007).                                                                                                                                                                                                                                                     
|  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|  | 10.17 |  | Amendment to Agreements - Credit
        Agreement dated August 19, 2002 and Termination Agreement dated August
        19, 2002 - between Pro-Fac Cooperative, Inc. and Birds Eye Foods, Inc.,
        dated March 28, 2007 (incorporated by reference to Exhibit 10.1 to Pro-Fac
        Cooperative, Inc.s Current Report on Form 8-k filed with the Securities
        and Exchange Commission on March 29, 2007).
| 
|  | 10.18 |  | Services Agreement dated April
        13, 2007 between Pro-Fac Cooperative, Inc. and Farm Fresh First, LLC
        (incorporated by reference to Exhibit 10.1 to Pro-Fac Cooperatives
        Current Report on Form 8-K filed with Securities and Exchange Commission
        on April 17, 2007).                                                                                                                   
| 
|  | 10.19 |  | Raw Product Supply Agreement dated
        April 17, 2007 between Pro-Fac Cooperative, Inc. and Allens, Inc. (incorporated
        by reference to Exhibit 10.1 to Pro-Fac Cooperatives Current Report
        on Form 8-K filed with the Securities and Exchange Commission on April
        20, 2007).                                                                                                              
| 
|  | 31    |  | Section 302 Certification of the
        Principal Executive Officer and Principal Financial Officer (filed herewith).                                                                                                                                                                                                                                                                                                 
| 
|  | 32    |  | Certification of Principal Executive
        Officer and Principal Financial Officer pursuant to 18 USC, Section 1350,
        as adopted pursuant to Section 906 (filed herewith).                                                                                                                                                                                                                                    
| 

*Management contracts or compensatory plans or arrangements.

43

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