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|                                                
|------------------------------------------------
|UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON,
 DC 20549                           
|                                                
|Form 10-K                                       

|                                                                                          
|------------------------------------------------------------------------------------------
|(Mark
 One)                                                                               
|xAnnual Report Pursuant to Section 13
 or 15(d) of the Securities Exchange Act of 1934    
|                                                                                          
|For the Fiscal Year Ended June 27, 2009                                                   
|                                                                                          
|oTransition Report Pursuant to Section
 13 or 15(d) of the Securities Exchange Act of 1934
|                                                                                          
|For the Transition Period from _____ to _____                                             
|                                                                                          
|Commission File Number 0-20539                                                            
|                                                                                          
|PRO-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 o   NO x


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 o   NO x


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 xNO o


Indicate by
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).*


YES oNO o


*     The
registrant has not yet been phased into the interactive data requirements.

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. o

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 the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act). YESoNOx

Aggregate market value of voting and
non-voting common equity held by non-affiliates of the registrant as of
December 27, 2008Common Stock: $7,033,505(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, 2009:Common Stock: 1,700,058

1 of 49 Pages

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FORM 10-K ANNUAL REPORT - Fiscal Year 2009
PRO-FAC COOPERATIVE, INC.
TABLE OF CONTENTS

|                                                                     |                                                                                                                |      | 
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ---- | 
|                                                                     |                                                                                                                | PAGE
|Cautionary
 Statement on Forward-Looking Statements and Risk Factors | 3                                                                                                              |     
|                                                                     |                                                                                                                |     
|                                                                     | PART I                                                                                                         |      | 
|ITEM 1.                                                              | Business                                                                                                       | 4    | 
|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 | 7    | 
|ITEM 7.                                                              | Managements
 Discussion and Analysis of Financial Condition and Results of Operations                         | 7    | 
|ITEM 8.                                                              | Financial Statements and Supplementary Data                                                                    | 12   | 
|ITEM 9.                                                              | Changes in and Disagreements With Accountants on Accounting and
 Financial Disclosure                          | 27   | 
|ITEM 9A(T).                                                          | Controls and Procedures                                                                                        | 27   | 
|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.                                                             | Certain Relationships and Related Transactions, and Director
 Independence                                     | 35   | 
|ITEM 14.                                                             | Principal Accountant Fees and Services                                                                         | 36   | 
|                                                                     |                                                                                                                |      | 
|                                                                     | PART IV                                                                                                        |      | 
|                                                                     |                                                                                                                |      | 
|ITEM 15.                                                             | Exhibits and Financial Statement Schedules                                                                     | 37   | 
|                                                                     | Signatures                                                                                                     | 40   | 

2

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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 (including without limitation the Business Outlook and Other Matters
portions thereof) 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). 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 Limited Liability Company Agreement of Holdings
 LLC, dated August 19, 2002 (the Limited Liability Company Agreement)
 requires that Holdings LLC provide Pro-Fac with annual financial statements
 of Holdings LLC within 120 days after the close of a fiscal year and, to the
 extent received by Holdings LLC, financial statements of Birds Eye Foods,
 Inc. (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, or their financial
 condition and results of operations.                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | § | The Cooperatives
 principal use of cash available after payment of normal operating expenses
 has been the payment of dividends on its preferred stock and the redemption
 of its securities. The Cooperatives ability to pay dividends is dependent
 upon available cash, capital surplus and Pro-Facs future earnings. Through
 July 2007, when Pro-Fac received the final payment under the Termination
 Agreement with Birds Eye Foods (described below under Item 1. Description of
 Business  General Development of Business), Pro-Facs annual receipts under
 the Termination Agreement had been the Cooperatives principal source of
 available cash. In July 2007, Pro-Fac received a $120.1 million cash
 distribution from Holdings LLC. However, 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 and, 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. There can be no assurance that Pro-Fac
 will continue to declare and pay dividends. On April 3, 2009, the Cooperative
 announced that, beginning with the July 31, 2009 dividend, future quarterly
 dividends, if declared by its Board of Directors, are expected to be at the
 rate of $0.20 per share.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | § | In marketing
 member crops, the Cooperative records accounts receivable from customers and
 amounts due to members. Contractual arrangements with customers that purchase
 a majority of member crops provide for customer payment at or before the time
 that payments are required to be made to members. At times, customer payments
 have not been received on a timely basis. To date, Pro-Fac has continued to
 make timely payments to members resulting in a short-term use of Pro-Facs
 cash and investments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   | Future variations in cash
 receipts and any uncollectible accounts receivable will impact Pro-Facs
 working capital. Pro-Facs ability to fund these cash requirements is dependent
 on available cash and investments and borrowing capacity under the terms of
 available lines-of-credit. Uncollectible accounts receivable, if any, would
 either be absorbed by Pro-Fac through its available cash and investments or
 by reducing expenditures, or funded through a reduction in CMV paid to
 members.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

3

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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 27, 2009, there were approximately 477
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. Generally, any such excess patronage
proceeds have been paid to Pro-Fac members partially in cash and partially in
the form of retained earnings allocated to members, or 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
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 its sole stockholder, Birds Eye 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 Allens Supply
Agreement), which supersedes those portions of the Amended and Restated
Marketing and Facilitation Agreement assigned by Birds Eye Foods to Allens. The
Allens 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.

Pursuant to the Allens 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.

4

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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
(who also serves as Pro-Facs President and Chairman of its Board of
Directors), 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 had 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 27, 2009,
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 and,
therefore, has a voting majority of all common units. As of June 27, 2009,
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 was 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.

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.

5

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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 to all of its customers was approximately $100.3 million
and $76.9 million for the fiscal years ended June 27, 2009 and June 28, 2008,
respectively. Pro-Facs largest customers are Allens and Birds Eye Foods. For
the fiscal years ended June 27, 2009 and June 28, 2008, approximately 51
percent and 48 percent, respectively, of crops purchased by Pro-Fac from its
members were sold to Allens pursuant to the Allens Supply Agreement. For the
same years, approximately 23 percent and 29 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.

Competitive
Conditions

The
Cooperative competes with other cooperatives and individual growers for
customers with respect to the marketing and sale of its members crops.
Competition is based on quality of product, pricing and ability to deliver,
among other factors.

Employees

At June 27,
2009, 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 27, 2009, 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.

6

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

At June 27,
2009, 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. The lease is effective through June 2010 at an annual rent of $18,888
($1,574 per month). The lease includes two one-year renewal options at a rent
to be negotiated.

|        |                  
|------- | -----------------
|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 2009.

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
27, 2009, there were 477 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 Statement 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/(Deficit) and Redeemable and Common 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 2008 through fiscal 2009.

7

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CHANGES FROM FISCAL YEAR 2008 TO FISCAL YEAR
2009

Net
Sales, Cost of Sales and Gross Profit: Net sales and cost of sales increased in
fiscal year 2009 as the Cooperative entered into more sales transactions as a
principal than in fiscal year 2008 and commodity prices increased.

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, Pro-Fac recognized approximately $1.2 million as additional
gain from the receipt of termination payments. Because the final payment under
the Termination Agreement was made in July 2007, Pro-Fac received no payments
under that agreement during fiscal 2009 and accordingly recognized no
additional gain in fiscal 2009.

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 $0.4 million in margin during fiscal
year 2009 and $0.3 million in fiscal year 2008. The increase in margin resulted
primarily from the timing of sales transactions.

Selling,
Administrative, and General Expense: Selling,
administrative, and general expenses totaled $2.0 million and $1.8 million for
fiscal years 2009 and 2008, respectively. The increase is due primarily to a
bad debt of $0.1 million in fiscal year 2009.

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 Company 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 2009.

Contract Termination
Receipts and Payments: During fiscal year
2008, Pro-Fac received approximately $1.4 million under a settlement agreement
and release with a customer in connection with the termination of a raw product
supply agreement with that customer, and Pro-Fac made contract termination
payments totaling approximately $1.0 million to member-growers who would no
longer be supplying raw product for the customer. Also in fiscal year 2008,
Pro-Fac redeemed approximately $348,000 of common stock of those
member-growers, representing approximately 56% of the shares owned by those
members. No further payments were made or received in connection with this
termination during fiscal year 2009.

Shortfall Payments:
Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye
Foods may be required to make shortfall payments to Pro-Fac as discussed above
under Item I. Description of Business  Supply Agreements. During fiscal year
2008, Pro-Fac ascertained that Birds Eye Foods had not met purchasing targets
for two crops. As a result, Pro-Fac received a total of $370,000 in shortfall
payments; $215,000 in fiscal year 2009 and $155,000 in July 2009.

Income Taxes:
Through fiscal year 2008, the Cooperative had qualified 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 their 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 27, 2009 or June 28, 2008. For fiscal
year 2008, after deductions for dividends paid, the Cooperative had a loss for
tax purposes which was carried back to recover taxes paid in prior periods.
Accordingly, a tax benefit of $1.0 million was recorded for the year ended June
28, 2008.

The
Cooperative will surrender its tax exempt status effective for fiscal year 2009
and the Board of Directors adopted resolutions to this effect on August 19,
2009. This action is not expected to have a material impact on Pro-Facs
operations or income tax liabilities.

8

---



CRITICAL ACCOUNTING POLICIES

NOTE 1.
Description of Business and Summary of Significant 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 Holdings LLCs
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
on Pro-Facs balance sheet 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 was reported as 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 27, 2009, 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 27, 2009.

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.

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. The final installment
payment of $2.0 million to Pro-Fac under the Termination Agreement was received
in July 2007; therefore, that agreement no longer serves as a potential source
of available cash to Pro-Fac.

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 2009 and 2008. 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 2009,
future increases are not expected to be significant.

In July 2007,
Pro-Fac received a $120.1 million distribution from Holdings LLC. However, as
discussed above in Item 1. Business  Limited Liability Company Agreement with
Vestar, there can be no assurance that Pro-Fac will receive any such
distribution in the future, and accordingly, Pro-Fac is operating under a
business plan that assumes no further distributions under the Limited Liability
Company Agreement.

9

---



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 the proceeds of 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 the distribution proceeds 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. During the second quarter of fiscal 2009, Pro-Fac
used proceeds of the July 2007 distribution to redeem 390,887 shares of its
Class A cumulative preferred stock at a price of $25.00 per share, for an
aggregate redemption cost of approximately $9.8 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 in the future. The declaration of any future dividends is
subject to Board action in advance of any such declaration based upon the facts
and circumstances at such time. On April 3, 2009, the Cooperative
announced that future quarterly dividends on shares of the Cooperatives Class
A cumulative preferred stock, beginning with the July 31, 2009 dividend, if
declared by its Board of Directors, are expected to be at the rate of $0.20 per
share. Any difference between a future quarterly dividend payment and the full
quarterly preferred dividend of $0.43 per share must be paid in full before the
payment of dividends on any other Pro-Fac equity and before the redemption of
any Pro-Fac equity.

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 (3.25 percent at
June 27, 2009). 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 Bank in substantially all of
Pro-Facs assets, excluding Pro-Facs Class B common units 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 27, 2009 and June 28, 2008, there was no
balance outstanding under the M&T Line of Credit.

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 the collateral value of inventory owned by Pro-Fac
and held by the cooperative, up to $5.0 million. Interest is charged at the
cooperatives cost of funds to finance costs related to the cherry inventory.
At June 27, 2009, Pro-Fac had borrowing capacity of approximately
$120,000. No amounts were outstanding.

A discussion of Pro-Facs Statement of Cash Flows for the year ended
June 27, 2009 follows:

Net cash used in operating activities was $2.6 million in fiscal year
2009 compared to net cash provided by operating activities of $117.0 million in
fiscal year 2008. The change primarily represents income from the receipt of
the $120.1 million distribution from Holdings LLC in fiscal year 2008 and the
investment in bonds of $2.6 million in fiscal year 2009.

No cash was provided by investing activities in fiscal year 2009. 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 $3.5 million portion of the distribution from
Holdings LLC classified as a return of capital.

During fiscal year 2009, net cash used in financing activities included
the redemption of 390,887 Class A cumulative, preferred shares for $9.8 million
and payment of dividends of $2.7 million on Pro-Facs Class A Cumulative
Preferred Stock. Net cash used in financing activities during fiscal year 2008
included $1.0 million to repay amounts previously borrowed under a prior credit
facility with Birds Eye Foods, $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 on
Pro-Facs Class A Cumulative Preferred Stock.

10

---



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 2009 or 2008.

BUSINESS OUTLOOK

The following is a summary
of Pro-Facs business outlook for fiscal 2010 and should be read in conjunction
with the related completed fiscal 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 49 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. From fiscal 2003 through fiscal 2008,
Pro-Facs primary sources of cash to fund its operations and pay dividends were
the $10.0 million 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.

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.

OTHER MATTERS

Indemnifications: Pro-Fac may in the future be required to
perform under certain indemnification provisions set forth in contracts,
policies and its by-laws. For further discussion of Pro-Facs potential
obligations under these provisions, see Note 6. Other Matters under Notes to
Financial Statements in Part II, Item 8 of this Report.

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.

11

---



|        |                                            
|------- | -------------------------------------------
|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                                                                                  |  | 13  
|Financial Statements:                                                                                                                     |  |     
|Statements of Operations and Allocation of
 Net Income/(Loss) for the years ended June 27, 2009 and June 28, 2008                         |  | 14  
|Balance Sheets as of June 27, 2009 and June
 28, 2008                                                                                     |  | 15  
|Statements of Cash Flows for the years
 ended June 27, 2009 and June 28, 2008                                                             |  | 16  
|Statements of Changes in Shareholders and
 Members Capitalization and Common Stock for the years ended June 27, 2009
 and June 28, 2008 |  | 17  
|Notes to Financial Statements                                                                                                             |  | 18  

12

---



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited
the accompanying balance sheets of Pro-Fac Cooperative, Inc. (the
Cooperative) as of June 27, 2009 and June 28, 2008, and the related
statements of operations and allocation of net income/(loss), cash flows, and
changes in shareholders and members capitalization 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 audits 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 27,
2009 and June 28, 2008, 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
York
September 18, 2009

13

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Pro-Fac Cooperative, Inc.

Statements of Operations and
Allocation of Net Income/(Loss)
(Dollars in Thousands)

|                                                                         |  |                    |        |                |   |          |  
|------------------------------------------------------------------------ |  | ------------------ | ------ | -------------- | - | -------- | -
|                                                                         |  | Fiscal Years Ended |       
|                                                                         |  |                    |       
|                                                                         |  | June 27,
 2009     |        | June 28,
 2008 |  
|                                                                         |  |                    |        |                |  
|                                                                         |  |                    |        |                |   |          |  
|Net sales                                                                |  | $                  | 2,869  |                | $ | 1,991    |  
|Cost of
 sales                                                           |  |                    | (2,704 | )              |   | (1,896   | )
|                                                                         |  |                    |        |                |   |          |  
|Gross profit                                                             |  |                    | 165    |                |   | 95       |  
|Gain from
 transaction with Birds Eye Foods, Inc. and related agreements |  |                    | 0      |                |   | 1,200    |  
|Margin on
 delivered product                                             |  |                    | 403    |                |   | 264      |  
|Selling,
 administrative, and general expenses                           |  |                    | (2,015 | )              |   | (1,807   | )
|Other income                                                             |  |                    | 92     |                |   | 76       |  
|                                                                         |  |                    |        |                |   |          |  
|Operating
 loss                                                          |  |                    | (1,355 | )              |   | (172     | )
|Distribution
 from Holdings LLC                                          |  |                    | 0      |                |   | 116,594  |  
|Contract
 termination receipts                                           |  |                    | 0      |                |   | 1,381    |  
|Contract
 termination payments                                           |  |                    | 0      |                |   | (998     | )
|Shortfall
 payments                                                      |  |                    | 0      |                |   | 370      |  
|Investment
 income                                                       |  |                    | 313    |                |   | 2,577    |  
|Interest
 expense                                                        |  |                    | 0      |                |   | (3       | )
|                                                                         |  |                    |        |                |   |          |  
|Income
 /(loss) before income taxes                                      |  |                    | (1,042 | )              |   | 119,749  |  
|Income tax
 benefit/(provision)                                          |  |                    | (7     | )              |   | 1,025    |  
|                                                                         |  |                    |        |                |   |          |  
|Net
 income/(loss)                                                       |  | $                  | (1,049 | )              | $ | 120,774  |  
|                                                                         |  |                    |        |                |   |          |  
|                                                                         |  |                    |        |                |   |          |  
|Allocation
 of net income/(loss):                                        |  |                    |        |                |   |          |  
|Net income/(loss)                                                        |  | $                  | (1,049 | )              | $ | 120,774  |  
|Dividends on preferred stock                                             |  |                    | (2,715 | )              |   | (9,038   | )
|                                                                         |  |                    |        |                |   |          |  
|Net surplus/(deficit)                                                    |  |                    | (3,764 | )              |   | 111,736  |  
|Allocation from/(to) accumulated deficit                                 |  |                    | 3,764  |                |   | (111,736 | )
|                                                                         |  |                    |        |                |   |          |  
|Net income available to members                                          |  | $                  | 0      |                | $ | 0        |  
|                                                                         |  |                    |        |                |   |          |  

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

14

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

|                                                                                                                                                                |  |                |         |                |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | -------------- | - | ------- | -
|                                                                                                                                                                |  | June 27,
 2009 |         | June 28,
 2008 |  
|                                                                                                                                                                |  |                |         |                |  
|ASSETS                                                                                                                                                         
|                                                                                                                                                               
|Current
 assets:                                                                                                                                                |  |                |         |                |   |         |  
|Cash and cash equivalents                                                                                                                                       |  | $              | 15,262  |                | $ | 30,397  |  
|Investments                                                                                                                                                     |  |                | 2,612   |                |   | 0       |  
|Accounts receivable, trade                                                                                                                                      |  |                | 13,256  |                |   | 12,702  |  
|Accounts receivable from Birds Eye Foods,
 Inc.                                                                                                                 |  |                | 6,264   |                |   | 6,559   |  
|Due from Farm Fresh First, LLC                                                                                                                                  |  |                | 0       |                |   | 273     |  
|Income tax refund receivable                                                                                                                                    |  |                | 1,025   |                |   | 1,032   |  
|Inventory                                                                                                                                                       |  |                | 536     |                |   | 1,121   |  
|Prepaid expenses and other current assets                                                                                                                       |  |                | 63      |                |   | 86      |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Total current assets                                                                                                                                            |  |                | 39,018  |                |   | 52,170  |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Fixed
 assets, net                                                                                                                                              |  |                | 7       |                |   | 12      |  
|Account receivable
 from Birds Eye Foods, Inc., long-term                                                                                                       |  |                | 0       |                |   | 155     |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Investment
 in -                                                                                                                                                |  |                |         |                |   |         |  
|Birds Eye Holdings LLC                                                                                                                                          |  |                | 0       |                |   | 0       |  
|Farm Fresh First, LLC                                                                                                                                           |  |                | 50      |                |   | 50      |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Total assets                                                                                                                                                    |  | $              | 39,075  |                | $ | 52,387  |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|LIABILITIES AND SHAREHOLDERS AND MEMBERS
 CAPITALIZATION                                                                                                      | 
|                                                                                                                                                                |  |                |         |                |   |         |  
|Current
 liabilities:                                                                                                                                           |  |                |         |                |   |         |  
|Accounts
 payable                                                                                                                                               |  | $              | 298     |                | $ | 383     |  
|Due to Farm
 Fresh First, LLC                                                                                                                                   |  |                | 18      |                |   | 0       |  
|Other
 accrued expenses                                                                                                                                         |  |                | 21      |                |   | 253     |  
|Amounts due
 members                                                                                                                                            |  |                | 22,437  |                |   | 21,914  |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Total
 current liabilities                                                                                                                                      |  |                | 22,774  |                |   | 22,550  |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Commitments
 and contingencies (Note 6)                                                                                                                         |  |                |         |                |   |         |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Common stock, par value $5, authorized
 5,000,000 shares; issued and outstanding 1,700,058 and 1,700,064 shares                                                 |  |                | 8,500   |                |   | 8,500   |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Shareholders
 and members capitalization:                                                                                                                     |  |                |         |                |   |         |  
|Class A cumulative preferred stock,
 liquidation preference $25 per share; authorized 10,000,000 shares; issued
 and outstanding 1,382,952 and 1,773,839 shares |  |                | 34,574  |                |   | 44,346  |  
|Special membership interests                                                                                                                                    |  |                | 21,733  |                |   | 21,733  |  
|Accumulated deficit                                                                                                                                             |  |                | (48,506 | )              |   | (44,742 | )
|                                                                                                                                                                |  |                |         |                |   |         |  
|Total shareholders and members capitalization                                                                                                                 |  |                | 7,801   |                |   | 21,337  |  
|                                                                                                                                                                |  |                |         |                |   |         |  
|Total liabilities and capitalization                                                                                                                            |  | $              | 39,075  |                | $ | 52,387  |  
|                                                                                                                                                                |  |                |         |                |   |         |  

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

15

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Pro-Fac Cooperative, Inc. Statements of Cash Flows
(Dollars in Thousands)

|                                                                                                    |  |                     |         |                |   |         |  
|--------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | -------------- | - | ------- | -
|                                                                                                    |  | Fiscal
 Years Ended |        
|                                                                                                    |  |                     |        
|                                                                                                    |  | June 27,
 2009      |         | June 28,
 2008 |  
|                                                                                                    |  |                     |         |                |  
|                                                                                                    |  |                     |         |                |   |         |  
|Cash Flows from Operating
 Activities:                                                              |  |                     |         |                |   |         |  
|Net income/(loss)                                                                                   |  | $                   | (1,049  | )              | $ | 120,774 |  
|Adjustments to reconcile net
 income/(loss) to net cash provided by/(used in) operating activities: |  |                     |         |                |   |         |  
|Depreciation                                                                                        |  |                     | 5       |                |   | 5       |  
|Provision for bad debts                                                                             |  |                     | 108     |                |   | 0       |  
|Gain from transaction with
 Birds Eye Foods, Inc. and related agreements                            |  |                     | 0       |                |   | (1,200  | )
|Change in assets and
 liabilities:                                                                  |  |                     |         |                |   |         |  
|Investments                                                                                         |  |                     | (2,612  | )              |   | 0       |  
|Accounts receivable                                                                                 |  |                     | 61      |                |   | (3,442  | )
|Inventory                                                                                           |  |                     | 585     |                |   | (1,100  | )
|Income taxes                                                                                        |  |                     | 7       |                |   | (1,447  | )
|Accounts payable and accrued
 expenses                                                              |  |                     | (299    | )              |   | 225     |  
|Amounts due members                                                                                 |  |                     | 523     |                |   | 3,253   |  
|Other assets and liabilities                                                                        |  |                     | 23      |                |   | (40     | )
|                                                                                                    |  |                     |         |                |   |         |  
|Net cash provided by/(used in)
 operating activities                                                |  |                     | (2,648  | )              |   | 117,028 |  
|                                                                                                    |  |                     |         |                |   |         |  
|                                                                                                    |  |                     |         |                |   |         |  
|Cash Flows from Investing
 Activities:                                                              |  |                     |         |                |   |         |  
|Proceeds from Termination
 Agreement with Birds Eye Foods, Inc.                                     |  |                     | 0       |                |   | 2,000   |  
|Purchase of property, plant and
 equipment                                                          |  |                     | 0       |                |   | (4      | )
|Distribution from Holdings LLC
 classified as a return of capital                                   |  |                     | 0       |                |   | 3,524   |  
|                                                                                                    |  |                     |         |                |   |         |  
|Net cash provided by investing
 activities                                                          |  |                     | 0       |                |   | 5,520   |  
|                                                                                                    |  |                     |         |                |   |         |  
|                                                                                                    |  |                     |         |                |   |         |  
|Cash Flows from Financing
 Activities:                                                              |  |                     |         |                |   |         |  
|Proceeds from (repayment of)
 Credit Facility with Birds Eye Foods, Inc.                            |  |                     | 0       |                |   | (1,000  | )
|Redemption of retained earnings
 allocated to members                                               |  |                     | 0       |                |   | (6,771  | )
|Redemption of preferred stock                                                                       |  |                     | (9,772  | )              |   | (79,576 | )
|Repurchase of common stock                                                                          |  |                     | 0       |                |   | (348    | )
|Cash dividends paid                                                                                 |  |                     | (2,715  | )              |   | (9,038  | )
|                                                                                                    |  |                     |         |                |   |         |  
|Net cash used in financing
 activities                                                              |  |                     | (12,487 | )              |   | (96,733 | )
|                                                                                                    |  |                     |         |                |   |         |  
|                                                                                                    |  |                     |         |                |   |         |  
|Net change in cash and cash
 equivalents                                                            |  |                     | (15,135 | )              |   | 25,815  |  
|Cash and cash equivalents at
 beginning of year                                                     |  |                     | 30,397  |                |   | 4,582   |  
|                                                                                                    |  |                     |         |                |   |         |  
|Cash and cash equivalents at
 end of year                                                           |  | $                   | 15,262  |                | $ | 30,397  |  
|                                                                                                    |  |                     |         |                |   |         |  
|                                                                                                    |  |                     |         |                |   |         |  
|Supplemental disclosure of cash
 flow information:                                                  |  |                     |         |                |   |         |  
|Cash paid during the year for:                                                                      |  |                     |         |                |   |         |  
|Interest                                                                                            |  | $                   | 0       |                | $ | 0       |  
|                                                                                                    |  |                     |         |                |   |         |  
|Income taxes, net                                                                                   |  | $                   | 0       |                | $ | 422     |  
|                                                                                                    |  |                     |         |                |   |         |  

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

16

---



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

|                                                |  |                     |         |                |   |          |  
|----------------------------------------------- |  | ------------------- | ------- | -------------- | - | -------- | -
|                                                |  | Fiscal
 Years Ended |        
|                                                |  |                     |        
|                                                |  | June 27,
 2009      |         | June 28,
 2008 |  
|                                                |  |                     |         |                |  
|                                                |  |                     |         |                |   |          |  
|Retained earnings allocated to members:         |  |                     |         |                |   |          |  
|Qualified retains:                              |  |                     |         |                |   |          |  
|Balance at beginning of year                    |  | $                   | 0       |                | $ | 6,771    |  
|Redeemed                                        |  |                     | 0       |                |   | (6,771   | )
|                                                |  |                     |         |                |   |          |  
|Balance at end of year                          |  | $                   | 0       |                | $ | 0        |  
|                                                |  |                     |         |                |   |          |  
|                                                |  |                     |         |                |   |          |  
|Non-cumulative preferred stock:                 |  |                     |         |                |   |          |  
|Balance at beginning of year                    |  | $                   | 0       |                | $ | 658      |  
|Repurchased and cancelled                       |  |                     | 0       |                |   | (658     | )
|                                                |  |                     |         |                |   |          |  
|Balance at end of year                          |  | $                   | 0       |                | $ | 0        |  
|                                                |  |                     |         |                |   |          |  
|                                                |  |                     |         |                |   |          |  
|Class A cumulative preferred stock:             |  |                     |         |                |   |          |  
|Balance at beginning of year                    |  | $                   | 44,346  |                | $ | 123,233  |  
|Repurchased and cancelled                       |  |                     | (9,772  | )              |   | (78,887  | )
|                                                |  |                     |         |                |   |          |  
|Balance at end of year                          |  | $                   | 34,574  |                | $ | 44,346   |  
|                                                |  |                     |         |                |   |          |  
|                                                |  |                     |         |                |   |          |  
|Accumulated deficit:                            |  |                     |         |                |   |          |  
|Balance at beginning of year                    |  | $                   | (44,742 | )              | $ | (156,447 | )
|Allocation to/(from)
 accumulated deficit       |  |                     | (3,764  | )              |   | 111,736  |  
|Costs related to redemption of
 preferred stock |  |                     | 0       |                |   | (31      | )
|                                                |  |                     |         |                |   |          |  
|Balance at end of year                          |  | $                   | (48,506 | )              | $ | (44,742  | )
|                                                |  |                     |         |                |   |          |  
|                                                |  |                     |         |                |   |          |  
|Special membership interests:                   |  |                     |         |                |   |          |  
|Balance at beginning of year                    |  | $                   | 21,733  |                | $ | 21,733   |  
|                                                |  |                     |         |                |   |          |  
|Balance at end of year                          |  | $                   | 21,733  |                | $ | 21,733   |  
|                                                |  |                     |         |                |   |          |  
|                                                |  |                     |         |                |   |          |  
|Total shareholders and members capitalization |  | $                   | 7,801   |                | $ | 21,337   |  
|                                                |  |                     |         |                |   |          |  
|                                                |  |                     |         |                |   |          |  
|Common stock:                                   |  |                     |         |                |   |          |  
|Balance at beginning of year                    |  | $                   | 8,500   |                | $ | 8,848    |  
|Repurchased and cancelled                       |  |                     | 0       |                |   | (348     | )
|                                                |  |                     |         |                |   |          |  
|Balance at end of year                          |  | $                   | 8,500   |                | $ | 8,500    |  
|                                                |  |                     |         |                |   |          |  

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

17

---



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 to all of its customers was approximately $100.3
million (unaudited) and $76.9 million (unaudited) for the fiscal years ended
June 27, 2009 and June 28, 2008, respectively. 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 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 27, 2009 and June 28, 2008, the CMV of crops delivered
to Allens was approximately $53.4 million (unaudited) and $35.3 million
(unaudited), respectively, which represented 51 percent and 48 percent,
respectively, of crops purchased by Pro-Fac from its members and sold to
customers. Accounts receivable from Allens were $10.6 million and $10.3 million
at June 27, 2009 and June 28, 2008, respectively. For the fiscal years ended
June 27, 2009 and June 28, 2008, approximately 23 percent and 29 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 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 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 27, 2009, 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 and, therefore, has a voting majority of all common units. As of
June 27, 2009, 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.

18

---



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 years 2009 and 2008 each comprised 52 weeks.

19

---



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:

|                       |  |                |        |                |   |        | 
|---------------------- |  | -------------- | ------ | -------------- | - | ------ | 
|(Dollars in Thousands) |  | June 27,
 2009 |        | June 28,
 2008 |  
|                       |  |                |        |                |  
|                       |  |                |        |                |  
|Checking accounts      |  | $              | 3,801  |                | $ | 4,149  | 
|Money market accounts  |  |                | 11,461 |                |   | 26,248 | 
|                       |  |                |        |                |   |        | 
|                       |  |                |        |                |   |        | 
|                       |  | $              | 15,262 |                | $ | 30,397 | 
|                       |  |                |        |                |   |        | 

Investments:The
Cooperative invests in commercial paper and bonds that are bought and held
principally for the purpose of selling them in the near future. These
investments are classified as trading securities and are recorded in current
assets at fair value as determined from quoted prices in active markets for
identical assets (Level 1) on the balance sheet date. The change in fair value
during the period is included in investment income in the Cooperatives
condensed statement of operations.

Investments are summarized as follows at June
27, 2009:

|                       |  |      |       |                  |   |             |   |   |       | 
|---------------------- |  | ---- | ----- | ---------------- | - | ----------- | - | - | ----- | 
|(Dollars in Thousands) |  | Cost |       | Unrealized
 Loss |   | Fair
 Value |  
|                       |  |      |       |                  |   |             |  
|                       |  |      |       |                  |   |             |   |   |       | 
|Bonds                  |  | $    | 2,614 |                  | $ | (2          | ) | $ | 2,612 | 
|                       |  |      |       |                  |   |             |  

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 27, 2009 or June 28, 2008.

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 $35,000 and $20,000 in distributions
from Farm Fresh in fiscal years 2009 and 2008, respectively, which were
reported as other income.

20

---



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 2009 or 2008.

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, Pro-Fac recognized approximately $1.2 million as additional gain
from the receipt of the termination payments.

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,
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 received approximately $1.4 million under a settlement agreement
and release with a customer in connection with the termination of a raw product
supply agreement with that customer, and Pro-Fac made contract termination
payments totaling approximately $1.0 million to member-growers who would no
longer be supplying raw product for the customer. Also in fiscal year 2008,
Pro-Fac redeemed approximately $348,000 of common stock of those member-growers,
representing approximately 56% of the shares owned by those members. No further
payments were made or received in connection with this termination during
fiscal year 2009.

Shortfall Payments:
Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye
Foods may be required to make shortfall payments to Pro-Fac. See Note 2.
Agreements with Birds Eye Foods under these Notes to Financial Statements.
During fiscal year 2008, Pro-Fac ascertained that Birds Eye Foods had not met purchasing
targets for two crops. As a result, Pro-Fac received a total of $370,000 in
shortfall payments; $215,000 in fiscal year 2009 and $155,000 in July 2009.

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 2009 or 2008.

21

---



Income Taxes:
Through fiscal year 2008, the Cooperative had qualified 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 their 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 27, 2009 or June 28, 2008.

The
Cooperative will surrender its tax exempt status effective for fiscal year 2009
and the Board of Directors adopted resolutions to this effect on August 19,
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 27,
2009 or June 28, 2008. During fiscal year 2008, Pro-Fac received a $120.1
million distribution from Holdings LLC. Approximately $10.1 million of the
distribution was reported as 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.

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.

New Accounting Pronouncements: In September 2006, the FASB issued SFAS No.
157 (SFAS 157), Fair Value Measurements. SFAS 157, as amended, defines fair
value, establishes a framework for measuring fair value and expands disclosures
regarding fair value measurements. SFAS 157 does not require any new fair value
measurements but rather eliminates inconsistencies in guidance found in various
prior accounting pronouncements. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. However, on December 14, 2007, the FASB
issued proposed FSP FAS 157-2 which delays the effective date of SFAS 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually), to fiscal years beginning after November
15, 2008. Accordingly, the Cooperatives adoption of this standard in the first
quarter of fiscal year 2009 was limited to financial assets and liabilities and
did not have a material effect on the Cooperatives financial condition or
results of operations. The Cooperative is currently evaluating the impact of
this standard with respect to its effect on nonfinancial assets and liabilities
and has not yet determined the impact, if any, that it will have on the
Cooperatives financial statements upon full adoption in the first quarter of
fiscal year 2010.

In October 2008, the FASB
issued and made effective FASB Staff Position (FSP) SFAS 157-3 (FSP 157-3),
Determining the Fair Value of a Financial Asset when the Market for That Asset
is Not Active. FSP 157-3 clarifies the application of SFAS No. 157 in a
market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. The adoption of FSP 157-3 did
not have a material effect on the Cooperatives financial statements.

In February
2007, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 159 (SFAS No. 159), The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS No. 159 permits companies to
elect to follow fair value accounting for certain financial assets and
liabilities in an effort to mitigate volatility in earnings without having to
apply complex hedge accounting provisions. The standard also establishes
presentation and disclosure requirements designed to facilitate comparison
between entities that choose different measurement attributes for similar types
of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning
on or after November 15, 2007. The Cooperative has not elected to adopt the
fair value option method permitted by SFAS No. 159.

In May 2009,
the FASB issued SFAS 165 (SFAS 165), Subsequent Events. This pronouncement
establishes standards for accounting for and disclosing subsequent events
(events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). SFAS 165 requires an
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. Pro-Fac adopted the provisions of SFAS 165 for the quarter
ended June 27, 2009 and has evaluated any subsequent events through September
18, 2009, the date of this filing. Pro-Fac does not believe there are any
material subsequent events which would require further disclosure.

22

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In June 2009, the FASB
issued SFAS 168 (SFAS 168), The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. SFAS 168 will
become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. On the effective date of this
Statement, the Codification will supersede all then-existing non-SEC accounting
and reporting standards. All other nongrandfathered non-SEC accounting
literature not included in the Codification will become nonauthoritative. This
statement is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Cooperative does not expect the
adoption of FAS 168 to have an impact on the Companys results of operations,
financial condition or cash flows.

|        |                                
|------- | -------------------------------
|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.

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). 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. The Credit Agreement expired on November 20, 2007.

Lines of Credit:
The Cooperative may borrow up to $2.0 million from Manufacturers and Traders
Trust Company (M&T Bank) under the terms of a line of credit (the
M&T Line of Credit). As of June 27, 2009 and June 28, 2008, no amount was
outstanding under the M&T Line of Credit. Principal amounts borrowed 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 (3.25
percent at June 27, 2009). 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 the collateral value of inventory owned by
Pro-Fac held by the cooperative, up to $5 million. Interest is charged at the
cooperatives cost of funds to finance costs related to the cherry inventory.
At June 27, 2009, Pro-Fac had borrowing capacity of approximately
$120,000. No amounts were outstanding.

23

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|        |             
|------- | ------------
|NOTE 4. | INCOME TAXES

Through fiscal
year 2008, the Cooperative has qualified 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 their 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 27, 2009 or June 28, 2008. The
Cooperative will surrender its tax exempt status effective for fiscal year 2009
and the Board of Directors adopted resolutions to this effect on August 19,
2009. This action is not expected to have a material impact on Pro-Facs
operations or income tax liabilities.

At June 27,
2009, the Cooperative had a net operating loss carry forward of approximately
$1.0 million which will expire in 2029. The Cooperative has established a
valuation reserve to offset the deferred tax asset related to the loss carry
forward as its realization is not reasonably assured.

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 27, 2009 or June 28,
2008. Tax returns for all years after fiscal year 2005 are subject to future
examination by tax authorities.

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 27,
 2009    |      | June 28,
 2008 |  
|                                                |  |                   |      |                |  
|                                                |  |                   |      |                |   |         |  
|Computed
 expected tax (benefit)/provision    |  | $                 | (354 | )              | $ | 40,715  |  
|Termination
 payments                           |  |                   | 0    |                |   | 272     |  
|Distribution
 offset against investment account |  |                   | 0    |                |   | 1,198   |  
|Non-taxable
 portion of distribution            |  |                   | 0    |                |   | (37,400 | )
|Effect of
 dividends received deduction         |  |                   | 0    |                |   | (2,747  | )
|Dividends
 paid                                 |  |                   | 0    |                |   | (3,073  | )
|Increase in
 valuation reserve                  |  |                   | 354  |                |   | 0       |  
|Other                                           |  |                   | 7    |                |   | 10      |  
|                                                |  |                   |      |                |   |         |  
|                                                |  |                   |      |                |   |         |  
|                                                |  | $                 | 7    |                | $ | (1,025  | )
|                                                |  |                   |      |                |   |         |  

|        |                                 
|------- | --------------------------------
|NOTE 5. | COMMON STOCK AND
 CAPITALIZATION

The following table illustrates the Cooperatives shares authorized,
issued, and outstanding at June 27, 2009 and June 28, 2008.

|                                                             |               |            |               |                    |  |                               |  |  |           |  |  |           | 
|------------------------------------------------------------ | ------------- | ---------- | ------------- | ------------------ |  | ----------------------------- |  |  | --------- |  |  | --------- | 
|                                                             |               | Par
 Value |               | Shares
 Authorized |  | Shares Issued and Outstanding | 
|                                                             |              
|                                                             | June 27, 2009 |            | June 28, 2008
|                                                             |               |            |               |                    |  |                               |  |  |          
|Common Stock                                                 |               | $          | 5.00          |                    |  | 5,000,000                     |  |  | 1,700,058 |  |  | 1,700,064 | 
|Non-Cumulative Preferred Stock                               |               | $          | 25.00         |                    |  | 5,000,000                     |  |  | 0         |  |  | 0         | 
|Class A Cumulative Preferred
 Stock                          |               | $          | 1.00          |                    |  | 10,000,000                    |  |  | 1,382,952 |  |  | 1,773,839 | 
|Class B Cumulative Preferred
 Stock                          |               | $          | 1.00          |                    |  | 9,500,000                     |  |  | 0         |  |  | 0         | 
|Class C Cumulative Preferred
 Stock                          |               | $          | 1.00          |                    |  | 10,000,000                    |  |  | 0         |  |  | 0         | 
|Class D Cumulative Preferred
 Stock                          |               | $          | 1.00          |                    |  | 10,000,000                    |  |  | 0         |  |  | 0         | 
|Class E Cumulative Preferred
 Stock                          |               | $          | 1.00          |                    |  | 10,000,000                    |  |  | 0         |  |  | 0         | 
|Class B, Series I 10%
 Cumulative Redeemable Preferred Stock |               | $          | 1.00          |                    |  | 500,000                       |  |  | 0         |  |  | 0         | 

24

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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.

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 27, 2009, is as follows:

|                                   |  |                                  |        | 
|---------------------------------- |  | -------------------------------- | ------ | 
|(Dollars in Thousands)             |  | Amount Required
 to Fully Redeem |       
|                                   |  |                                  |       
|                                   |  |                                  |        | 
|Class A Cumulative Preferred Stock |  | $                                | 34,574 | 
|Common Stock                       |  |                                  | 8,500  | 
|Special Membership Interests       |  |                                  | 21,733 | 
|                                   |  |                                  |        | 
|                                   |  |                                  |        | 
|                                   |  | $                                | 64,807 | 
|                                   |  |                                  |        | 

During the year ended June
27, 2009, the Cooperative redeemed and cancelled 390,887 Class A cumulative
preferred shares at a cost of approximately $9.8 million. During the year ended
June 28, 2008, 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, net of
transaction costs of approximately $31,000.

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
2009 and 2008, 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.

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 years 2009 and 2008, Pro-Fac paid cash dividends totaling
$2.7 million and $9.0 million, respectively on the Class A cumulative preferred
stock. 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. In recent years,
the $10.0 million annual receipts under the Termination Agreement had been the
principal source of cash for payment of dividends with the final $2.0 million
installment received in July 2007. In July 2007, Pro-Fac received a
$120.1 million cash distribution from Holdings LLC. 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 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 and operates under a business plan that assumes no
further distributions will be made.

Using proceeds of the 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;
January, April, July and October 2008; and January, April and July 2009. There
can be no assurances that Pro-Fac will continue to pay dividends and the
declaration of any future dividends is subject to Board action in advance of
any such declaration based upon all of the facts and circumstances at such
time. On April 3, 2009, the Cooperative
announced that future quarterly dividends, beginning with the July 31, 2009
dividend, if declared by its Board of Directors, are expected to be at the rate
of $.20 per share.

Upon receipt
of the $120.1 million from Holdings LLC, Pro-Fac invested the distribution
proceeds in high quality, low risk investments pending use of the funds. During the first quarter of fiscal year 2008,
Pro-Fac used the proceeds of 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 the distribution proceeds: 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.

25

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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. During fiscal year 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.

|        |              
|------- | -------------
|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: 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, product liability, and other obligations.
Pro-Fac may enter into similar arrangements in the future. Agreements to
provide indemnifications may vary in duration, generally from 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.

26

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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 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 2010 at an annual rent of approximately
$18,900 (approximately $1,574 per month). The lease includes two one-year
renewal options at a rent to be negotiated.

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.

Related Party
Transactions: Substantially all purchases are
from member-growers of the Cooperative. For fiscal years 2009 and 2008,
approximately 22 percent and 29 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 that are not subject to existing supply agreements, and Pro-Fac
provides certain consulting services to Farm Fresh. 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, Pro-Facs President and
Chairman of the 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 27, 2009 and June 28, 2008, Pro-Fac paid Farm Fresh
approximately $217,000 and $210,000, respectively, for services provided under
the agricultural services agreement, and Farm Fresh paid Pro-Fac $36,000 during
each of those years for consulting services provided by Pro-Fac under that
agreement. At June 27, 2009, Pro-Fac owed Farm Fresh approximately $18,000.
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 $273,000.

|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|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 27, 2009 (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.

27

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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 27, 2009 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 27, 2009. 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 this assessment, management has
concluded that, as of June 27, 2009, Pro-Facs internal control over financial
reporting was effective.

This annual report on 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 27, 2009, that materially affected, or are reasonably likely to materially
affect, Pro-Facs internal control over financial reporting.

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

Not applicable.

28

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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

|                                 |  |              |  |                                                                                
|-------------------------------- |  | ------------ |  | -------------------------------------------------------------------------------
|Name                             |  | Yearof Birth |  | Positions                                                                      
|                                 |  |              |  |                                                                                
|Charles R. Altemus               |  | 1931         |  | Director                                                                       
|Peter R. Call(1)                 |  | 1956         |  | Director and President                                                         
|Kenneth A.
 Dahlstedt            |  | 1954         |  | Director                                                                       
|Robert DeBadts                   |  | 1957         |  | Director                                                                       
|Bruce R. Fox                     |  | 1947         |  | Director                                                                       
|Cornelius D.
 Harrington, Jr.(2) |  | 1927         |  | Director                                                                       
|Joseph Herman                    |  | 1955         |  | Director                                                                       
|Steven D. Koinzan                |  | 1948         |  | Director and Second Vice President                                             
|William J. Lipinski (2)          |  | 1957         |  | 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                                                                       
|Frank M. Stotz(2)                |  | 1930         |  | Director                                                                       
|James Vincent                    |  | 1944         |  | Director                                                                       
|Stephen R. Wright                |  | 1947         |  | General Manager, Chief Executive Officer,Chief Financial Officer and
 Secretary

(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 entered into by and among
Holdings LLC, Vestar and Pro-Fac in connection with the Transaction.

(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
5605(a)(2) of the NASDAQ listing standards and Rule 10A-3 under the Securities
Exchange Act of 1934, as amended.

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).

Peter
R. Call has 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 and as Chairman of the
Board of Directors 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).

Kenneth
A. Dahlstedt has
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
DeBadts has 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).

Bruce
R. Fox has 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).

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
1994 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.

29

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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).

Steven
D. Koinzan has 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).

William J. Lipinski
has 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.

Kenneth
A. Mattingly has
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).

Allan
W. Overhiser has
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. Roe has 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
Sarff has 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).

Frank M. Stotz
has 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).

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

Stephen
R. Wright has 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 Eye Foods 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.

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 to the board
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. Dahlstedt who failed to timely file Forms 4 to report the
redemption of shares of Class A cumulative preferred stock on October 31, 2007
and October 31, 2008.

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, principal financial officer and principal
accounting officer. A copy of the Code of Ethics is available at the Cooperatives
Investor Relations website (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, principal financial officer and
principal accounting officer at this location on that website.

30

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

Mr. Stephen Wright is
Pro-Facs 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 2009 and 2008.

SUMMARY COMPENSATION TABLE

|                              |  |      |  |             |  |            |  |                    |  |                     |  |                                               |  |                                                    |  |                                  |  |            |  |  |  |  |  |  |  |  |  | 
|----------------------------- |  | ---- |  | ----------- |  | ---------- |  | ------------------ |  | ------------------- |  | --------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------- |  | ---------- |  |  |  |  |  |  |  |  |  | 
|Name and
 principal
 position |  | Year |  | Salary
 ($) |  | Bonus
 ($) |  | Stock
 Awards
 ($) |  | Option
 Awards
 ($) |  | Non-Equity
 Incentive Plan
 Compensation
 ($) |  | Nonqualified
 Deferred
 Compensation
 Earnings ($) |  | All Other
 Compensation (2)
 ($) |  | Total
 ($) | 
|                              |  |      |  |             |  |            |  |                    |  |                     |  |                                               |  |                                                    |  |                                  |  |            | 
|Stephen R. Wright (1)         |  | 2009 |  | $ 200,000   |  | $  641     |  | NA                 |  | NA                  |  | NA                                            |  | NA                                                 |  | $ 6,579                          |  | $ 207,220  | 
|                              |  | 2008 |  | $ 163,846   |  | NA         |  | NA                 |  | NA                  |  | NA                                            |  | NA                                                 |  | $ 5,560                          |  | $ 169,406  | 

(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
$5,934 and $4,915, respectively, pursuant to 401(k) Plan and life insurance
premiums of $645 and $645, respectively, paid on behalf of Mr. Wright in fiscal
years 2009 and 2008.

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
by Pro-Fac without cause, as defined in the employment agreement), and
non-solicitation of Pro-Facs employees for 12 months following termination of
employment.

31

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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 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 27, 2009, 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               |  | $               | 100,000 | (1)                        | $ | 0          |  | $                        | 0 |       | $ | 100,000           | (1) | $ | 50,000 | (2) | $ | 100,000 | (1)
|Health
insurance (3) |  |                 | 2,220   |                            |   | 0          |  |                          | 0 |       |   | 2,220             |     |   | 0      |     |   | 2,220   |    
|                     |  |                 |         |                            |   |            |  |                          |   |       |   |                   |     |   |        |     |   |         |    
|Total                |  | $               | 102,220 |                            | $ | 0          |  | $                        | 0 |       | $ | 102,220           |     | $ | 50,000 |     | $ | 102,220 |    
|                     |  |                 |         |                            |   |            |  |                          |   |       |   |                   |     |   |        |     |   |         |    

|    |                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------
|(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 proceeds thresholds
are met, then a minimum of $100,000 ($25,000, individual, minimum) and a
maximum of $400,000 will be paid to, and allocated 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 for Fiscal 2009

The table
below sets forth the total compensation earned by or awarded to directors who
served on our Board during fiscal year 2009. No employee serves on the Pro-Fac
Board.

|                                             |  |                             |        |              |   |               |  |                                        |   |                                               |   |                        |  |           |   |  |   |   |  |   |        | 
|-------------------------------------------- |  | --------------------------- | ------ | ------------ | - | ------------- |  | -------------------------------------- | - | --------------------------------------------- | - | ---------------------- |  | --------- | - |  | - | - |  | - | ------ | 
|Name                                         |  | Fees
Earned or
Paid
in Cash |        | Stock
Awards |   | Option
Awards |  | Non-Equity
Incentive Plan
Compensation |   | Non-
Qualified Deferred
Compensation
Earnings |   | All Other
Compensation |  | Total ($) |  
|                                             |  |                             |        |              |   |               |  |                                        |   |                                               |   |                        |  |           |  
|Member-Directors, other thanDirector Call(1) |  | $                           | 15,000 |              | $ | 0             |  | $                                      | 0 |                                               | $ | 0                      |  | $         | 0 |  | $ | 0 |  | $ | 15,000 | 
|Peter R. Call, Chairman ofBoard(2)           |  |                             | 25,000 |              |   | 0             |  |                                        | 0 |                                               |   | 0                      |  |           | 0 |  |   | 0 |  |   | 25,000 | 
|Independent, Non-MemberDirectors(3)          |  |                             | 40,000 |              |   | 0             |  |                                        | 0 |                                               |   | 0                      |  |           | 0 |  |   | 0 |  |   | 40,000 | 

|                                                                                                                                                                                                                                                       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|(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 E. 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.

32

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|         |                                                                                                
|-------- | -----------------------------------------------------------------------------------------------
|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 27, 2009, 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.

|                                       |  |                              |  |                                              |  |                     |      |   | 
|-------------------------------------- |  | ---------------------------- |  | -------------------------------------------- |  | ------------------- | ---- | - | 
|Name and Address                       |  | Title of Class               |  | Amount and Nature of
Beneficial Ownership(a) |  | Percent of
Class(b) |     
|                                       |  |                              |  |                                              |  |                     |     
|                                       |  |                              |  |                                              |  |                     |      |   | 
|Beneficial Owner of More than 5%*:     |  |                              |  |                                              |  |                     |      |   | 
|                                       |  |                              |  |                                              |  |                     |      |   | 
|Michigan
Blueberry Growers Association |  | Common                       |  | 116,400                                      |  |                     | 6.85 | % | 
|P.O. Box 322                           |  | Class A Cumulative Preferred |  | 2,428                                        |  |                     | 0.18 | % | 
|Grand Junction, MI 49056               |  |                              |  |                                              |  |                     |      |   | 

* Pro-Fac members are only entitled to one
vote regardless of the number of shares of common stock owned.

|                                                             |  |                              |  |                                               |        |                     |       |   | 
|------------------------------------------------------------ |  | ---------------------------- |  | --------------------------------------------- | ------ | ------------------- | ----- | - | 
|Name                                                         |  | Title of Class               |  | Amount and Nature of 
Beneficial Ownership(a) |        | Percent of
Class(b) |      
|                                                             |  |                              |  |                                               |        |                     |      
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Charles R. Altemus                                           |  | Common                       |  | 21,007                                        | (c)    |                     | 1.24  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 686                                           | (c)    |                     | 0.05  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Peter R. Call                                                |  | Common                       |  | 49,407                                        | (d)    |                     | 2.91  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 7,630                                         | (d)    |                     | 0.55  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 3,985                                         | (e)    |                     | 0.29  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 1,504                                         | (f)    |                     | 0.11  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 2,852                                         |        |                     | 0.21  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 480                                           | (g)    |                     | 0.03  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 1,065                                         | (h)    |                     | 0.08  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Kenneth A. Dahlstedt                                         |  | Common                       |  | 3,254                                         | (i)    |                     | 0.19  | % | 
|                                                             |  | Common                       |  | 812                                           | (i)(j) |                     | 0.05  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 248                                           |        |                     | 0.02  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 106                                           | (j)    |                     | 0.01  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Robert DeBadts                                               |  | Common                       |  | 12,737                                        | (k)    |                     | 0.75  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 3,785                                         | (k)    |                     | 0.27  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 170                                           | (l)    |                     | 0.01  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Bruce R. Fox                                                 |  | Common                       |  | 11,315                                        | (m)    |                     | 0.67  | % | 
|                                                             |  | Common                       |  | 240                                           | (n)    |                     | 0.01  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 2,637                                         | (m)    |                     | 0.19  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 2,680                                         | (o)    |                     | 0.19  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 304                                           |        |                     | 0.02  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 355                                           | (p)    |                     | 0.03  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Cornelius D. Harrington, Jr.                                 |  | None                         |  |                                               |        |                     |       |   | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Joseph Herman                                                |  | Common                       |  | 4,092                                         | (q)    |                     | 0.24  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Steven D. Koinzan                                            |  | Common                       |  | 11,184                                        | (i)    |                     | 0.66  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 2,361                                         |        |                     | 0.17  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 69                                            | (r)    |                     | 0.00  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|William J. Lipinski                                          |  | None                         |  |                                               |        |                     |       |   | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Kenneth A. Mattingly                                         |  | Common                       |  | 14,835                                        | (s)    |                     | 0.87  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 4,269                                         | (s)    |                     | 0.31  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Allan W. Overhiser                                           |  | Common                       |  | 3,258                                         | (t)    |                     | 0.19  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 699                                           | (t)    |                     | 0.05  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Paul E. Roe                                                  |  | Common                       |  | 16,682                                        | (u)    |                     | 0.98  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 3,078                                         | (u)    |                     | 0.22  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Darell Sarff                                                 |  | Common                       |  | 2,616                                         |        |                     | 0.15  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 774                                           |        |                     | 0.06  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Frank M. Stotz                                               |  | None                         |  |                                               |        |                     |       |   | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|James Vincent                                                |  | Common                       |  | 24,028                                        | (v)    |                     | 1.41  | % | 
|                                                             |  | Common                       |  | 1,496                                         | (w)    |                     | 0.09  | % | 
|                                                             |  | Class A Cumulative Preferred |  | 2,192                                         | (w)    |                     | 0.16  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|Stephen R. Wright                                            |  | Class A Cumulative Preferred |  | 372                                           |        |                     | 0.03  | % | 
|                                                             |  |                              |  |                                               |        |                     |       |   | 
|All directors
and current executive officers as a group (16) |  | Common                       |  | 176,963                                       |        |                     | 10.41 | % | 
|                                                             |  | Class A Cumulative Preferred |  | 42,301                                        |        |                     | 3.06  | % | 

33

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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
1,700,058 shares of common stock and 1,382,952 shares of Class A Cumulative
Preferred stock outstanding as of June 27, 2009. 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | Record ownership by Charles and Mildred Altemus, jointly                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(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) | Pledged as
security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(j) | Record ownership by Ag-Pro, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(k) | Record ownership by Lake Breeze Fruit Farm, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(l) | Record ownership jointly with spouse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(m) | Record ownership by N.J. Fox & Sons, Inc.; 2,663 common shares
pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(n) | Record ownership by AEBIG Apple LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(o) | Record ownership by Kathleen Fox, Mr. Foxs spouse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(p) | Record ownership by Bruce Fox IRA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(q) | Record ownership by Joseph and Susan Herman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(r) | Record ownership by Steven and Lois Koinzan, jointly                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(s) | Record ownership by M-B Farms, Inc.; all common shares pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(t) | Record ownership by A.W. Overhiser Orchards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(u) | Record ownership by Roe Acres, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(v) | Record ownership by L-Brooke Farms, LLC; all common shares pledged as
security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(w) | Record
ownership by L-Brooke Farms, Inc.; all common shares pledged as security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

34

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

Purchase of Crops
from Member-Grower Directors: 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. Pro-Fac, in
turn, markets and sells its members crops to its customers. During fiscal
years 2009 and 2008, 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, 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. Accordingly, during fiscal year 2009 and 2008, 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.

The following table shows
the aggregate amount of payments made by Pro-Fac to each of its member-grower
Directors (directly, or to entities owned or controlled by them) and the
approximate dollar amount of each member-grower Directors interest in the
transactions, during fiscal years 2009 and 2008:

(Dollars in
Thousands)

|                     |  |                                               |  |                         |       |                         |   |       |  |                    |       |  |   |       | 
|-------------------- |  | --------------------------------------------- |  | ----------------------- | ----- | ----------------------- | - | ----- |  | ------------------ | ----- |  | - | ----- | 
|                     |  |                                               |  |                         |       |                         |  
|                     |  |                                               |  | PAYMENTS
 RECEIVED-2009 |       | PAYMENTS
 RECEIVED-2008 |  
|                     |  |                                               |  |                         |       |                         |  
|NAME                 |  | RELATIONSHIP
 TO PRO-FAC                      |  | Total                   |       | Director 
 Interest     |   | Total |  | Director
 Interest |      
|                     |  |                                               |  |                         |       |                         |   |       |  |                    |      
|                     |  |                                               |  |                         |       |                         |   |       |  |                    |       |  |   |       | 
|Charles R. Altemus   |  | Director                                      |  | $                       | 0     |                         | $ | 0     |  | $                  | 0     |  | $ | 0     | 
|Peter R. Call        |  | Director and President                        |  |                         | 6,263 |                         |   | 1,566 |  |                    | 3,167 |  |   | 792   | 
|Kenneth A. Dahlstedt |  | Director                                      |  |                         | 0     |                         |   | 0     |  |                    | 172   |  |   | 172   | 
|Robert DeBadts       |  | Director                                      |  |                         | 1,002 |                         |   | 334   |  |                    | 636   |  |   | 212   | 
|Bruce R. Fox         |  | Director                                      |  |                         | 505   |                         |   | 167   |  |                    | 259   |  |   | 86    | 
|Joseph Herman        |  | Director                                      |  |                         | 134   |                         |   | 67    |  |                    | 70    |  |   | 35    | 
|Steven D. Koinzan    |  | Director and Second
 Vice President           |  |                         | 1,345 |                         |   | 1,345 |  |                    | 1,252 |  |   | 1,252 | 
|Kenneth A. Mattingly |  | Director                                      |  |                         | 2,399 |                         |   | 2,399 |  |                    | 1,330 |  |   | 1,330 | 
|Allan W. Overhiser   |  | Director, First Vice
 President and Treasurer |  |                         | 248   |                         |   | 248   |  |                    | 86    |  |   | 86    | 
|Paul E. Roe          |  | Director                                      |  |                         | 1,145 |                         |   | 653   |  |                    | 610   |  |   | 366   | 
|Darell Sarff         |  | Director                                      |  |                         | 300   |                         |   | 300   |  |                    | 177   |  |   | 177   | 
|James Vincent        |  | Director                                      |  |                         | 3,218 |                         |   | 2,124 |  |                    | 2,000 |  |   | 1,320 | 
|                     |  |                                               |  |                         |       |                         |   |       |  |                    |       |  |   |       | 

35

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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, and Pro-Fac
provides certain consulting services to Farm Fresh. 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, Pro-Facs President and
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 2009 and 2008, Pro-Fac paid Farm Fresh approximately $217,000
and $210,000, respectively, for
services provided under the agricultural services agreement and Farm
Fresh paid Pro-Fac $36,000 during each of those years for consulting services
provided by Pro-Fac under that agreement. At June 27, 2009, Pro-Fac owed Farm
Fresh approximately $18,000. 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 $273,000.

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 the Limited Liability Company Agreement because of their
ownership of common units of Holdings LLC. As of June 27, 2009, Mr. Wright
owned approximately 553 Class C common units, representing approximately 3.1
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 St. Paul Mercury Insurance Company and Axis 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. This
insurance has terms expiring on August 19, 2010, at an annual cost of
approximately $106,000. Additionally, the Cooperative had obtained insurance at
a cost of approximately $463,000 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 were submitted prior to August 19, 2008. 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 5605.

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

Fees to Independent
Auditor for Fiscal Year 2009 and 2008: The
following table shows the aggregate fees billed for audit and other services
provided by Freed, Maxick & Battaglia for the fiscal years indicated:

|                    |  |      |        |      |   |        | 
|------------------- |  | ---- | ------ | ---- | - | ------ | 
|                    |  | 2009 |        | 2008 |  
|                    |  |      |        |      |  
|                    |  |      |        |      |   |        | 
|Audit Fees          |  | $    | 64,100 |      | $ | 62,480 | 
|Audit-Related
 Fees |  |      | 0      |      |   | 0      | 
|Tax Fees            |  |      | 0      |      |   | 0      | 
|All Other
 Fees     |  |      | 0      |      |   | 0      | 
|                    |  |      |        |      |   |        | 
|Total               |  | $    | 64,100 |      | $ | 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:

|                                                                                                                                          |  |     
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|ITEM                                                                                                                                      |  | Page
|                                                                                                                                          |  |     
|Pro-Fac Cooperative, Inc.                                                                                                                 |  |     
|Report of
 Independent Registered Public Accounting Firm                                                                                  |  | 13  
|Financial Statements:                                                                                                                     |  |     
|Statements
       of Operations and Allocation of Net Income/(Loss) for the years ended
       June 27, 2009 and June 28, 2008            |  | 14  
|Balance Sheets
 as of June 27, 2009 and June 28, 2008                                                                                     |  | 15  
|Statements of
 Cash Flows for the years ended June 27, 2009 and June 28, 2008                                                             |  | 16  
|Statements of
 Changes in Shareholders and Members Capitalization
 and Common Stock for the years ended June 27, 2009 and June 28, 2008 |  | 17  
|Notes to
 Financial Statements                                                                                                            |  | 18  

|   |                      
|-- | ---------------------
|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 |       |  | Description
| |                 |       |  |            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 2.1   |  |             | Unit
 Purchase Agreement (filed as Exhibit 2.1 to Pro-Facs Form 8-K filed June 21,
 2002 and incorporated herein by reference).                                                                                                                                                                                            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 3.1   |  |             | Restated
 Certificate of Incorporation of Pro-Fac, dated August 19, 2002 (filed as
 Exhibit 3.1 to Pro-Fac Form 10-K for the fiscal year ended June 29, 2002 and
 incorporate herein by reference).                                                                                                                         
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 3.2   |  |             | Bylaws of
 Pro-Fac Cooperative, Inc. as amended January 25, 2007 (filed as Exhibit
 3.(ii) to Pro-Facs Current Report on Form 8-K with the Securities and
 Exchange Commission on January 31, 2007 and incorporated herein by reference).                                                                                  
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.1  |  |             | Amended and
 Restated Marketing and Facilitation Agreement dated August 19, 2002 between
 Pro-Fac and Birds Eye Foods (filed as Exhibit 99.4 to Pro-Facs Current
 Report on Form 8-K filed September 3, 2002 and incorporated herein by
 reference).                                                                       
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.2  |  |             | Termination
 Agreement dated August 19, 2002 between Pro-Fac and Birds Eye Foods (filed as
 Exhibit 99.3 to Pro-Facs Current Report on Form 8-K filed September 3, 2002
 and incorporated herein by reference).                                                                                                            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.3  |  |             | Raw Product
 Supply Agreement with Seneca Foods Corporation (filed as Exhibit 10.22 to
 Pro-Facs Annual Report on Form 10-K for the fiscal year ended June 28, 1997
 and incorporated herein by reference).                                                                                                                
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.4  |  |             | Securityholders
 Agreement dated August 19, 2002 among Birds Eye Holdings LLC, Pro-Fac,
 Vestar/Agrilink Holdings LLC and others (filed as Exhibit 99.7 to Pro-Facs
 Current Report on Form 8-K filed September 3, 2002 and incorporated herein by
 reference).                                                            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.5  |  |             | Amendment
 No. 1 to the Securityholders Agreement dated August 30, 2003 among Birds Eye
 Holdings, LLC, Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings, LLC, and
 others (filed as Exhibit 10.7 to Pro-Facs Annual Report on Form 10-K for the
 fiscal year ended June 28, 2003 and incorporated herein by reference).
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.6  |  |             | Amended and
 Restated Limited Liability Company Agreement of Birds Eye Holdings LLC dated
 August 19, 2002 among Birds Eye Holdings LLC, Pro-Fac, Vestar/Agrilink
 Holdings and others (filed as Exhibit 99.8 to Pro-Facs Current Report on
 Form 8-K filed September 3, 2002 and incorporated herein by reference).       
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.7  |  |             | Amendment
 No. 1 to Amended and Restated Limited Liability Company Agreement of Birds
 Eye Holdings LLC (filed as Exhibit 10.10 to Pro-Facs Annual Report on Form
 10-K for the fiscal year ended June 28, 2003 and incorporated herein by
 reference).                                                                    
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.8  |  |             | Amendment
 No. 2 to Amended and Restated Limited Liability Company Agreement of Holdings
 LLC (filed as Exhibit 10.10 to Pro-Facs Annual Report on Form 10-K for the
 fiscal year ended June 26, 2004 and incorporated herein by reference).                                                                               
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.9  |  |             | Amendment
 No. 3 to Amended and Restated Limited Liability Company Agreement of Birds
 Eye Holdings LLC (filed as Exhibit 10.11 to Pro-Facs Annual Report on Form
 10-K for the fiscal year ended June 24, 2006 and incorporated herein by
 reference).                                                                    
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.10 |  |             | Amendment
 No. 4 to Amended and Restated Limited Liability Company Agreement of Birds
 Eye Holdings LLC (filed as Exhibit 10.12 to Pro-Facs Annual Report on Form
 10-K for the fiscal year ended June 24, 2006 and incorporated herein by
 reference).                                                                    
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.11 |  |             | Amendment
 No.5 to Amended and Restated Limited Liability Company Agreement of Birds Eye
 Holdings LLC (filed as Exhibit 10.13 to Pro-Facs Annual Report on Form 10-K
 for the fiscal year ended June 30, 2007).                                                                                                           
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| | *               | 10.12 |  |             | Employment
 Agreement between Pro-Fac and Stephen R. Wright dated July 30, 2004 (filed as
 Exhibit 10.12 to Pro-Facs Annual Report on Form 10-K for the fiscal year
 ended June 26, 2004 and incorporated herein by reference).                                                                                            

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 as Exhibit 10.14 to Pro-Facs Annual Report on Form 10-K for
 the fiscal year ended June 28, 2008, and incorporated herein by reference).                                                                                                                                 
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| | * | 10.15 |  |  | Summary of
 Compensation Arrangements for the Cooperatives Named Executive Officer and
 Directors (fiscal 2009) (filed as Exhibit 10.15 to Pro-Facs Annual Report on
 Form 10-K for the fiscal year ended June 28, 2008, and incorporated herein by
 reference).                                                                                                                  
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| | * | 10.16 |  |  | Summary of
 Compensation Arrangements for the Cooperatives Named Executive Officer and
 Directors (fiscal 2010) (filed herewith).                                                                                                                                                                                                                                                  
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| | * | 10.17 |  |  | 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).                                                                                                                                                                                                                                
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |   | 10.18 |  |  | 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).
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |   | 10.19 |  |  | 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).                                                                                                            
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |   | 10.20 |  |  | 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

---



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
 18, 2009 | 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

---



|    |  |                                |  |                                                                                                |  |                    
|--- |  | ------------------------------ |  | ---------------------------------------------------------------------------------------------- |  | -------------------
|    |  | SIGNATURE                      |  | TITLE                                                                                          |  | Date               
|    |  |                                |  |                                                                                                |  |                    
|   
|/s/ |  | Peter R.
 Call                 |  | President
 and Director                                                                        |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (PETER R. CALL)                |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Allan W.
 Overhiser            |  | First Vice
 President, Treasurer and Director                                                  |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (ALLAN W. OVERHISER)           |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Steven D.
 Koinzan             |  | Second Vice
 President and Director                                                            |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (STEVEN D. KOINZAN)            |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Bruce R. Fox                   |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (BRUCE R. FOX)                 |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Charles R.
 Altemus            |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (CHARLES R. ALTEMUS)           |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Kenneth A.
 Dahlstedt          |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (KENNETH A. DAHLSTEDT)         |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Robert
 DeBadts                |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (ROBERT DeBADTS)               |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Cornelius D.
 Harrington, Jr.  |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (CORNELIUS D. HARRINGTON, JR.) |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | William J.
 Lipinski           |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (WILLIAM J. LIPINSKI)          |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Joseph
 Herman                 |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (JOSEPH HERMAN)                |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Kenneth A.
 Mattingly          |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (KENNETH A. MATTINGLY)         |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Paul E. Roe                    |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (PAUL E. ROE)                  |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Darell Sarff                   |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (DARELL SARFF)                 |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Frank M.
 Stotz                |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (FRANK M. STOTZ)               |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | James
 Vincent                 |  | Director                                                                                       |  | September
 18, 2009
|    |  |                                |  |                                                                                                |  |                    
|    |  | (JAMES VINCENT)                |  |                                                                                                |  |                    
|    |  |                                |  |                                                                                                |  |                    
|/s/ |  | Stephen R.
 Wright             |  | General
 Manager, Chief Executive Officer,                                                     |  | September
 18, 2009
|    |  |                                |  | Chief Financial Officer and Secretary                                                          |  |                    
|    |  | (STEPHEN R. WRIGHT)            |  | (Principal
 Executive Officer, Principal Financial Officer, and Principal Accounting
 Officer) |  |                    

41

---



| |              
| | -------------
| | Exhibit Index

| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| | --------------- | ----- |  | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit
 Number |       |  | Description
| |                 |       |  |            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 2.1   |  |             | Unit
 Purchase Agreement (filed as Exhibit 2.1 to Pro-Facs Form 8-K filed June 21,
 2002 and incorporated herein by reference).                                                                                                                                                                                            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 3.1   |  |             | Restated
 Certificate of Incorporation of Pro-Fac, dated August 19, 2002 (filed as
 Exhibit 3.1 to Pro-Fac Form 10-K for the fiscal year ended June 29, 2002 and
 incorporate herein by reference).                                                                                                                         
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 3.2   |  |             | Bylaws of
 Pro-Fac Cooperative, Inc. as amended January 25, 2007 (filed as Exhibit
 3.(ii) to Pro-Facs Current Report on Form 8-K with the Securities and
 Exchange Commission on January 31, 2007 and incorporated herein by
 reference).                                                                                 
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.1  |  |             | Amended and Restated
 Marketing and Facilitation Agreement dated August 19, 2002 between Pro-Fac
 and Birds Eye Foods (filed as Exhibit 99.4 to Pro-Facs Current Report on
 Form 8-K filed September 3, 2002 and incorporated herein by reference).                                                                        
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.2  |  |             | Termination
 Agreement dated August 19, 2002 between Pro-Fac and Birds Eye Foods (filed as
 Exhibit 99.3 to Pro-Facs Current Report on Form 8-K filed September 3, 2002
 and incorporated herein by reference).                                                                                                            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.3  |  |             | Raw Product
 Supply Agreement with Seneca Foods Corporation (filed as Exhibit 10.22 to
 Pro-Facs Annual Report on Form 10-K for the fiscal year ended June 28, 1997
 and incorporated herein by reference).                                                                                                                
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.4  |  |             | Securityholders
 Agreement dated August 19, 2002 among Birds Eye Holdings LLC, Pro-Fac,
 Vestar/Agrilink Holdings LLC and others (filed as Exhibit 99.7 to Pro-Facs
 Current Report on Form 8-K filed September 3, 2002 and incorporated herein by
 reference).                                                            
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.5  |  |             | Amendment
 No. 1 to the Securityholders Agreement dated August 30, 2003 among Birds Eye
 Holdings, LLC, Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings, LLC, and
 others (filed as Exhibit 10.7 to Pro-Facs Annual Report on Form 10-K for the
 fiscal year ended June 28, 2003 and incorporated herein by reference).
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.6  |  |             | Amended and
 Restated Limited Liability Company Agreement of Birds Eye Holdings LLC dated
 August 19, 2002 among Birds Eye Holdings LLC, Pro-Fac, Vestar/Agrilink
 Holdings and others (filed as Exhibit 99.8 to Pro-Facs Current Report on
 Form 8-K filed September 3, 2002 and incorporated herein by reference).       
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.7  |  |             | Amendment
 No. 1 to Amended and Restated Limited Liability Company Agreement of Birds
 Eye Holdings LLC (filed as Exhibit 10.10 to Pro-Facs Annual Report on Form
 10-K for the fiscal year ended June 28, 2003 and incorporated herein by
 reference).                                                                    
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.8  |  |             | Amendment
 No. 2 to Amended and Restated Limited Liability Company Agreement of Holdings
 LLC (filed as Exhibit 10.10 to Pro-Facs Annual Report on Form 10-K for the
 fiscal year ended June 26, 2004 and incorporated herein by reference).                                                                               
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.9  |  |             | Amendment
 No. 3 to Amended and Restated Limited Liability Company Agreement of Birds
 Eye Holdings LLC (filed as Exhibit 10.11 to Pro-Facs Annual Report on Form
 10-K for the fiscal year ended June 24, 2006 and incorporated herein by
 reference).                                                                    
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.10 |  |             | Amendment
 No. 4 to Amended and Restated Limited Liability Company Agreement of Birds
 Eye Holdings LLC (filed as Exhibit 10.12 to Pro-Facs Annual Report on Form
 10-K for the fiscal year ended June 24, 2006 and incorporated herein by
 reference).                                                                    
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| |                 | 10.11 |  |             | Amendment
 No.5 to Amended and Restated Limited Liability Company Agreement of Birds Eye
 Holdings LLC (filed as Exhibit 10.13 to Pro-Facs Annual Report on Form 10-K
 for the fiscal year ended June 30, 2007).                                                                                                           
| |                 |       |  |             |                                                                                                                                                                                                                                                                                                                             
| | *               | 10.12 |  |             | Employment
 Agreement between Pro-Fac and Stephen R. Wright dated July 30, 2004 (filed as
 Exhibit 10.12 to Pro-Facs Annual Report on Form 10-K for the fiscal year
 ended June 26, 2004 and incorporated herein by reference).                                                                                            

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 as Exhibit 10.14 to Pro-Facs Annual Report on Form 10-K for
 the fiscal year ended June 28, 2008, and incorporated herein by reference).                                                                                                                                 
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| | * | 10.15 |  |  | Summary of
 Compensation Agreements for the Cooperatives Named Executive Officer and
 Directors (fiscal 2009) (filed as Exhibit 10.15 to Pro-Facs Annual Report on
 Form 10-K for the fiscal year ended June 28, 2008, and incorporated herein by
 reference).                                                                                                                    
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| | * | 10.16 |  |  | Summary of
 Compensation Arrangements for the Cooperatives Named Executive Officer and
 Directors (fiscal 2010) (filed herewith).                                                                                                                                                                                                                                                  
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| | * | 10.17 |  |  | 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).                                                                                                                                                                                                                                
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |   | 10.18 |  |  | 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).
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |   | 10.19 |  |  | 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).                                                                                                            
| |   |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |   | 10.20 |  |  | 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

---