RESTATED CERTIFICATE OF INCORPORATION

                                       OF
                            PRO-FAC COOPERATIVE, INC.

                         Pursuant to Section 807 of the
                  Business Corporation Law and 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 to: (a) Change
          Paragraph 4 to delete the  reference to "City of  Rochester";  and (b)
          Change  Paragraph 8 to provide that the address to which the Secretary
          of State  shall  mail a copy of  process  in any  action  against  the
          corporation  that may be served upon him is P.O.  Box 682,  Rochester,
          New York 14603. 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.



<PAGE>





                                                        20

      (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  Paragraphs  13 and 14 of  Article 2 as  limited  by said
      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.



<PAGE>


         5. The number of its directors shall be such number not less than 5 nor
more than 18 as the Bylaws shall from time to time provide.

         6. The aggregate number of shares of stock which the Corporation  shall
have the authority to issue is 60,000,000,  of which 5,000,000 shares of the par
value of $5 per share shall be  designated  as Common  Voting  Stock,  5,000,000
shares of the par value of $25 per share shall be designated  as  Non-Cumulative
Preferred  Stock,  10,000,000  shares of the par value of $1 per share  shall be
designated as Class A Preferred Stock,  10,000,000 shares of the par value of $1
per share shall be designated as Class B Preferred Stock,  10,000,000  shares of
the par value of $1 per share shall be  designated  as Class C Preferred  Stock,
10,000,000  shares of the par value of $1 per share shall be designated as Class
D Preferred Stock,  10,000,000  shares of the par value of $1 per share shall be
designated as Class E Preferred Stock.

         The designation,  rights,  preferences,  privileges,  voting powers and
limitations of said classes of stock are as follows:

      (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
      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  shares,  dividends may be declared and paid or set apart for
      payment to the holders of Common shares.

      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 or its business,
      or the distribution of its assets,  prior to any payment to the holders of
      the Common Voting 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.

      (b) 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,  the 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 preferred stock, to fix the following:


<PAGE>



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

           (iv)  Whether  dividends  on the  shares  of  such  series  shall  be
           cumulative  or  non-cumulative,  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 with the shares of such series shall be convertible at
           the  option of the holder  into  shares of any class of stock or into
           shares of any other series of such class of preferred  stock,  except
           into share of a class having  rights or  preferences  as dividends or
           distribution of assets upon  liquidation  which are prior or superior
           in rank to those of the 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.

      (c) 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  Voting  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 (b) above. The shares of any one series of
      the Class A  Preferred  Stock,  the Class B Preferred  Stock,  the Class C
      Preferred  Stock,  the Class D  Preferred  Stock or the Class E  Preferred
      Stock shall be identical with each other in all respects  except as to the
      dates from and after which dividends thereon shall be cumulative.  In case
      the stated dividends or the amounts payable on liquidation are not paid in
      full, the shares of any series of the Class A Preferred Stock, the Class B
      Preferred  Stock, the Class C Preferred Stock, the Class D Preferred Stock
      or the Class E Preferred  Stock shall share ratably with the shares of all
      other series of Class

<PAGE>


      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.

      (d) Except as otherwise  provided by the Board of Directors in  accordance
      with paragraph (b) 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,  all voting  rights of the  Corporation  shall be vested
      exclusively  in the  holders of the Common  Voting  Stock.  Each holder of
      Common  Voting Stock shall have one vote  regardless of the number of such
      shares held by such shareholder. When two or more holders of Common Voting
      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 Voting 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  Voting  Stock who  participate  in the
      enterprise to more than one vote.

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

      Upon dissolution or other  termination of the Corporation or its business,
      or the  distribution  of its  assets,  after  payment  to 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,  out of funds so remaining there shall
      first be paid to the  holders  of the  Common  Voting  Stock the par value
      thereof,  together  with the  amount  of such  dividends  as may have been
      declared but are unpaid as of such distribution and payment.  Should there
      be  insufficient  funds to make such  payment,  then the  holders  of such
      Common  Voting  Stock  shall  share  such funds as are  available  in such
      proportion as the par value of and accrued  dividends on their stock shall
      bear to the total par value of and accrued  dividends  on all  outstanding
      Common Voting Stock.  After payment to the holders of all classes of stock
      as herein  provided,  the funds remaining shall be distributed as provided
      by law and in the Bylaws of the Corporation.

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

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:


<PAGE>



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

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

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

         "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.

         "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.


<PAGE>


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

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

       "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 Securities" 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.



<PAGE>


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 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  Dividend
                  Securities" or "Senior Liquidation Securities").

4.    DIVIDENDS, ETC.

      (a)Beginningon 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"

<PAGE>


      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.

      (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.



<PAGE>


      (e)Dividendsshall  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.

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:


<PAGE>



         (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  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 other Capital Stock of the

<PAGE>


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

8.    VOTING RIGHTS

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

9.    MUTILATED OR MISSING CUMULATIVE PREFERRED STOCK CERTIFICATES

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

10.   REISSUANCE OF CUMULATIVE PREFERRED STOCK

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

11.   BUSINESS DAY

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

12.   HEADINGS OF SUBDIVISIONS

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

13.   SEVERABILITY OF PROVISIONS

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



<PAGE>


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,  interests,  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 the April 1 of each year.

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

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

      "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.



<PAGE>


      "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.

      "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.



<PAGE>


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
                  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)Beginningon 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

<PAGE>


      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 on
                  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

<PAGE>


      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)Dividendsshall  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 holders of outstanding shares of the Series
1 Preferred Stock and all Parity Liquidation Securities, then the holders of all
such shares  shall share  equally and ratably in any  distribution  of assets in
proportion to the full  liquidation  payments  determined as of the date of such
liquidation,  dissolution or winding-up,  to which each of them is entitled. For
the  purposes  of this  Section  5,  neither  a  consolidation  or merger of the
Corporation with or into one or more corporations nor a sale, lease, exchange or
transfer of all or substantially all of the Corporation's assets shall be deemed
to be a liquidation, dissolution or winding-up of the Corporation.

6.    REDEMPTION

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

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


<PAGE>



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

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

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

<PAGE>


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

9.    MUTILATED OR MISSING SERIES 1 PREFERRED STOCK CERTIFICATES

      If any of the Series 1 Preferred  Stock  certificates  shall be mutilated,
lost,  stolen 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 limitation of the Series 1 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  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.



<PAGE>


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.

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

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

      (a) No transaction,  right or liability entered into,  enjoyed or incurred
      by or in respect of the  corporation,  shall be  affected by the fact that
      any  director  or  directors  of the  corporation  are or  may  have  been
      personally  interested in or concerning the same, and each director of the
      corporation  is hereby  relieved of and from 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 by the Board 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 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 provided.

      (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 P.O. Box 682, Rochester, New York 14603.




<PAGE>


                  5.  The  amendment  and  restatment  of  the   certificate  of
incorporation  was authorized by vote of a majority of the Board of Directors at
a meeting duly convened and held on August 21, 1997.
                  IN  WITNESS   WHEREOF,   we  have  made  and  subscribed  this
certificate  this ____ day of August,  1997 and affirm the statements  contained
herein as true under penalties of perjury.

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



                        /s/Tommy R. Croner_____________
                        Tommy R. Croner, Secretary


STATE OF NEW YORK )
                                  ) ss:
COUNTY OF MONROE  )

                  On this ____ day of August,  1997,  before me personally  came
Bruce R. Fox and Tommy R. Croner,  to me personally known, who, being by me duly
sworn did depose and say that they are the President  and  Assistant  Secretary,
respectively,  of Pro-Fac  Cooperative,  Inc., the corporation  described in the
foregoing certificate,  and that they signed their names thereto by order of the
Board of Directors of said corporation.



                         ----------------------------------
                                  Notary Public