Exhibit 3.1

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

                          Pursuant to Section 5 of the
                          Cooperative Corporations Law

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

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

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

3.   The Certificate of Incorporation is hereby amended:

     (a)  To delete all references to special membership interests;

     (b)  to delete certain  designations,  relative rights,  and limitations of
          the classes of common stock of the Corporation; and

     (c)  to renumber certain paragraphs as a result of the amendments  included
          herein.

The Corporation created special membership interests and inserted  designations,
relative  rights,  and  limitations  of classes of shares of common stock of the
Corporation  pursuant to the terms of a Restated  Certificate  of  Incorporation
filed in the office of the  Secretary  of State on March 14,  1999.  On July 19,
2001,  the  Corporation  exercised its right to repurchase  all of its shares of
Class B Common Stock and special membership interests and, therefore, desires to
omit all  references  to such special  membership  interests  and Class Common B
Stock in the Restated Certificate of Incorporation.

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

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

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

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

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


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

          (d)  To do  all  and  everything  incidental  and  necessary  for  the
               accomplishment of any of the purposes or the attainment of any of
               the objects or the  furtherance of any of the powers  hereinabove
               set forth or permitted  under  Sections 13 and 14 of Article 2 as
               limited by Article 6 of the  Cooperative  Corporation  Law of the
               State of New York,  individually  or as agent  either alone or in
               association with other corporations, firms or individuals.

     3.   Its duration shall be perpetual.

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

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

     6.   The  Corporation  shall have the  authority  to issue an  aggregate of
          62,000,000 shares of capital stock,  consisting of 7,000,000 shares of
          Common Stock,  par value $5.00 per share ("Common  Stock"),  5,000,000
          shares of  Non-Cumulative  Preferred  Stock,  par value of $25.00  per
          share (the  "Non-Cumulative  Preferred  Stock"),  10,000,000 shares of
          Class A  Preferred  Stock,  par value of $1.00 per share (the "Class A
          Preferred  Stock"),  10,000,000 shares of Class B Preferred Stock, par
          value of $1.00 per share (the "Class B Preferred  Stock"),  10,000,000
          shares of Class C Preferred  Stock,  par value of $1.00 per share (the
          "Class C  Preferred  Stock"),  10,000 000 shares of Class D  Preferred
          Stock,  par value of $1.00 per share (the "Class D  Preferred  Stock")
          and 10,000,000  shares of Class E Preferred  Stock, par value of $1.00
          per share (the "Class E Preferred Stock" and,  collectively,  with the
          Non-Cumulative Preferred Stock, the Class A Preferred Stock, the Class
          B  Preferred  Stock,  the  Class C  Preferred  Stock  and the  Class D
          Preferred Stock, "Preferred Stock").

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

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

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

               The  holders  of the  Non-Cumulative  Preferred  Shares  shall be
               entitled  to  receive  as  and  when  declared  by the  Board  of
               Directors out of funds legally  available  therefor  dividends at
               such rate as may,  from time to time,  be determined by the Board
               of  Directors,  but not less than 6 percent  per annum of the par
               value  of  such  shares.   Such  dividends,   if  any,  shall

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               be non-cumulative  and shall be payable at such times as shall be
               determined by the Board of Directors.  After full  non-cumulative
               dividends at the rate  determined  by the Board of Directors  for
               the then  current  year shall have been  declared and paid or set
               apart for payment to the holders of  Preferred  Stock,  dividends
               may be declared  and paid or set apart for payment to the holders
               of Common Stock.

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

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

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

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

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

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

               (iii)The annual  dividend  rate (or methods of  determining  such
                    rate) for  shares  of such  series,  the date or dates  upon
                    which,  and the form or method or  payments  in which,  such
                    dividends  shall be payable and,  subject to  paragraph  (c)
                    below, the relative priority of the right to such dividends;
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               (iv) Whether  dividends  on the  shares of such  series  shall be
                    cumulative or  noncumulative,  and, in the case of shares of
                    any series having  cumulative  dividend rights,  the date or
                    dates or method of determining  the date or dates from which
                    dividends on the shares of such series shall be cumulative;

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

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

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

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

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

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

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

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

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

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

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

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

1.   CERTAIN DEFINITIONS

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

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

     "Business  Day"  means  any day other  than a  Saturday,  Sunday,  national
holiday or other day on which  commercial  banks in New York City are authorized
or required to close under the laws of the State of New York.
<PAGE>
     "Capital Stock" means any and all shares, interests,  participants,  rights
or other  equivalents  (however  designated) of corporate stock.  "Common Stock"
means the Common Stock,  par value $5.00 per share,  of the  Corporation and any
other class of common stock hereafter authorized by the Corporation from time to
time.

     "Corporation" means Pro-Fac Cooperative, Inc.

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

2.   DESIGNATION

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

3.   RANK

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

     (a)  senior to all classes or series of Common Stock of the Corporation and
          to  any  other   class  or  series  of  Capital   Stock   (except  the
          Non-Cumulative Preferred Stock and any Other Class A

<PAGE>

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

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

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

4.   DIVIDENDS. ETC.

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


<PAGE>

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

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

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

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


<PAGE>
5.   PAYMENT ON LIQUIDATION

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

6.   REDEMPTION

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

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

          i)   the Redemption Date;

          ii)  the Redemption Price;

          iii) the number of shares of Cumulative Preferred Stock to be redeemed
               and, if fewer than all the shares of Cumulative  Preferred  Stock
               held by a

<PAGE>

               Holder are to be  redeemed,  the  number of shares  thereof to be
               redeemed from such Holder;

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

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

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

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

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

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

7.   RESTRICTION  ON  REDEMPTIONS  AND  OTHER   ACQUISITIONS  OF  CERTAIN  STOCK

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

<PAGE>

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

8.   VOTING RIGHTS

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

9.   MUTILATED OR MISSING CUMULATIVE PREFERRED STOCK CERTIFICATES

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

10.  REISSUANCE OF CUMULATIVE PREFERRED STOCK

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

11.  BUSINESS DAY

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

12.  HEADINGS OF SUBDIVISIONS

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


<PAGE>

13.  SEVERABILITY OF PROVISIONS

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

14.  LIMITATIONS

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

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

1.   CERTAIN DEFINITIONS

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

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

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

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

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

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

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

     "Corporation" means Pro-Fac Cooperative, Inc.

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

<PAGE>
     "Dividend  Period" means the Initial  Dividend  Period and thereafter  each
Annual Dividend Period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

2.   DESIGNATION

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

3.   RANK

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

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

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

     (c)  junior to each class or series of Capital  Stock  (except  any Class A
          Series or Other Class B Series) that expressly  provides that it ranks
          senior  to the  Series  1  Preferred  Stock  as to

<PAGE>

          dividends or upon liquidation, dissolution and winding-up, as the case
          may be (with respect to such senior  dividend  rights or senior rights
          upon liquidation,  dissolution and winding-up,  collectively  referred
          to, as the context may require,  as "Senior  Dividend  Securities"  or
          "Senior Liquidation Securities").

4.   DIVIDENDS; ETC.

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

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

     (c)  The  Corporation  shall not declare,  pay or set apart for payment any
          dividend  on  any  of the  Junior  Dividend  Securities  or  make  any
          distribution  in respect  thereof  either  directly or indirectly  and
          whether in cash,  obligations  or shares of the  Corporation  or other
          property  (other than dividends or  distributions  in Junior  Dividend
          Securities that are no higher in priority with respect to the Series 1
          Preferred  Stock,  as  to  rights  on  liquidation,   dissolution  and
          winding-up,  than the  Junior  Dividend  Securities  upon  which  such
          dividend or  distribution is issued) unless on or prior to the date of
          declaration of such dividend or  distribution  on the Junior  Dividend
          Securities  full cumulative  dividends have been or  contemporaneously
          are declared in  compliance  with  Section 4(a) hereof,  and a sum set
          apart  sufficient for such payment on the Series 1 Preferred Stock for
          all Dividend Periods terminating on or prior to the date of payment of
          such dividend or distribution on the Junior Dividend Securities.

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

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

5.   PAYMENT ON LIQUIDATION

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


<PAGE>

6.   REDEMPTION

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

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

          i)   the Redemption Date;

          ii)  the Redemption Price;

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

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

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

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

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


<PAGE>

     (c)  On any Redemption Date, the full Redemption Price shall become payable
          in cash for the shares of Series 1 Preferred  Stock being  redeemed on
          such  Redemption  Date.  As a condition  of payment of the  Redemption
          Price,  if the shares of Series 1 Preferred  Stock being  redeemed are
          certificated  shares,  each  Holder of Series 1  Preferred  Stock must
          surrender the certificate or certificates  representing  the shares of
          Series 1 Preferred  Stock being  redeemed  to the  Corporation  in the
          manner and at the place  designated  in the  Redemption  Notice.  Each
          surrendered  certificate shall be canceled and retired. All Redemption
          payments will be made to the Holder of the shares being redeemed.

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

7.   RESTRICTION  ON  REDEMPTION  AND  OTHER   ACQUISITIONS   OF  CERTAIN  STOCK

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

8.   VOTING RIGHTS

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


<PAGE>

9.   MUTILATED OR MISSING SERIES 1 PREFERRED STOCK CERTIFICATES

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

10.  REISSUANCE OF SERIES 1 PREFERRED STOCK

     Shares of Series 1 Preferred  Stock that have been issued and reacquired in
any manner,  including  shares  purchased or redeemed or exchanged,  shall (upon
compliance with any applicable  provisions of the laws of the State of New York)
have the status of authorized and unissued  shares of Class B Preferred Stock of
the Corporation  undesignated as to series and may be redesignated  and reissued
as part of any series of Class B Preferred Stock of the Corporation.

11.  BUSINESS DAY

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

12.  HEADINGS OF SUBDIVISIONS

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

13.  SEVERABILITY OF PROVISIONS

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

14.  LIMITATIONS

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

DESIGNATION, PREFERENCES AND RIGHTS OF COMMON STOCK

     Subject to the  preferences,  privileges  and powers  with  respect to each
class of capital  stock of the  Corporation  having any priority over the Common
Stock,  and the  restrictions  and  qualifications

<PAGE>

thereof,  the  holders of the Common  Stock  shall have and  possess  all rights
pertaining to capital stock of the Corporation.

1.   DIVIDENDS, ETC.

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

2.   PAYMENT ON LIQUIDATION

     (a)  Subject to the preferences upon liquidation, dissolution or winding up
          of the holders of  Non-Cumulative  Preferred Stock,  Class A Preferred
          Stock,  Class B  Preferred  Stock,  Class C Preferred  Stock,  Class D
          Preferred Stock and Class E Preferred Stock as herein provided, in the
          event  of  any   liquidation,   dissolution  or  winding  up  of  this
          Corporation whether voluntary or involuntary, holders of each share of
          Common  Stock  shall  be  entitled  to be paid  out of  assets  of the
          Corporation available for distribution to holders of the Corporation's
          capital stock,  the sum of $5.00 (plus declared but unpaid  dividends)
          per share of  Common  Stock.  If the  assets  of the  Corporation  are
          insufficient  to permit payment in full to the holders of Common Stock
          as provided in this  subsection  2(a),  then the entire  assets of the
          Corporation  available for distribution  shall be distributed  ratably
          among  the  holders  of  shares  of  Common  Stock  according  to  the
          respective  amounts  which  would be  payable in respect of the shares
          held by them upon such  distribution if all amounts payable on or with
          respect to said shares  were paid in full.  After  payment  shall have
          been made in full to the holders of Common Stock, all remaining assets
          available for  distribution  to  shareholders  shall be distributed as
          provided in subsections 2(b) below.

     (b)  After  payment  to the  holder  of all  classes  of  stock  as  herein
          provided,  the funds remaining shall be distributed as provided in the
          Bylaws of the Corporation.

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

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

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

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

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

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

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

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

9.   The amendment and  restatement  of the  certificate  of  incorporation  was
     authorized  by vote of a majority  of the Board of  Directors  at a meeting
     duly convened and held December 14, 2001,  and was ratified and  authorized
     by the members of the  Corporation  at a meeting duly  convened and held on
     February 28, 2002.


<PAGE>

     IN WITNESS  WHEREOF,  I have made and subscribed this certificate this 28th
day of March, 2002.


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

                     /s/ Stephen R. Wright
                     -------------------------------------------
                         Stephen R. Wright, Secretary


<PAGE>



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

               On this 28th day of March,  2002,  before me personally  appeared
          Bruce R. Fox and Stephen R. Wright, to me personally known, who, being
          by me duly sworn did depose  and say that they are the  President  and
          Secretary, respectively, of Pro-Fac Cooperative, Inc., the corporation
          described  in the  foregoing  certificate,  and that  they  have  been
          authorized to execute and file such  certificate by the votes required
          by Section 12 of the New York Cooperative  Corporations Law and in the
          manner therein prescribed.



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


<PAGE>


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            PRO-FAC COOPERATIVE, INC.

            Pursuant to Section 5 of the Cooperative Corporations Law












































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