SUBSCRIPTION AGREEMENT FOR SHARES OF
              CLASS B COMMON STOCK AND SPECIAL MEMBERSHIP INTERESTS


(Social Security of Employer Identification No.)


(Name)


(Address)



                            PRO-FAC COOPERATIVE, INC.
                    90 LINDEN OAKS, ROCHESTER, NEW YORK 14625


I  hereby  express  my  desire  for  membership  in  Pro-Fac  Cooperative,  Inc.
("Pro-Fac") as a Class B Member upon the following terms and conditions:

Subscription.

I hereby  subscribe for shares of Class B Common Stock and a Special  Membership
Interest of Pro-Fac.

The number of shares of Class B Common Stock issuable to me and the value of the
Special  Membership  Interest to be issued to me  pursuant to this  Subscription
Agreement  has been  determined  by  Pro-Fac  in  accordance  with  the  formula
described in Pro-Fac's  Prospectus dated November ____, 1999 is set forth on the
"Calculation and Acceptance Page" of this Subscription Agreement.

1.       On __________ ____, 1999 I entered into a General  Marketing  Agreement
         with PF  Acquisition  II, Inc.,  together  with an annual crop delivery
         agreement(s).  The term of the  General  Marketing  Agreement  is for a
         period  of  three  years.  Under  the  terms of the  General  Marketing
         Agreement, beginning September 1, 1999, I am permitted to terminate the
         agreement upon 90 days prior written notice.

2.       Under my 1999 crop delivery  agreement(s)  I have agreed to produce the
         crop(s) for delivery to Pro-Fac in the amount(s) specified below:

             CROP(S)                  BASE ACRES                        TONNAGE




3.       As  consideration  for  Pro-Fac's  issuance of shares of Class B Common
         Stock and a Special Membership Interest to me, I hereby agree:

         a.       To the  cancellation  of my right  to  terminate  the  General
                  Marketing   Agreement  as  provided  in  Section  10  of  that
                  agreement, and that this Subscription Agreement, when executed
                  by  both  me  and  Pro-Fac,  shall  constitute  an  instrument
                  modifying  Section 10 of the General  Marketing  Agreement and
                  that Section 10 of that  agreement  shall read in its entirety
                  as follows: "10. The term of this agreement shall be for three
                  consecutive production years."; and

         b.       To the assignment of the General Marketing Agreement,  my 1999
                  crop delivery  agreement(s)  and all subsequent  crop delivery
                  agreements  entered  into by me,  as  contemplated  under  the
                  General  Marketing  Agreement,  to Pro-Fac,  and that from and
                  after the date this Subscription Agreement is executed by both
                  me  and  Pro-Fac,   Pro-Fac  shall  be  the  successor  of  PF
                  Acquisition  II,  Inc. as the party to those  agreements  and,
                  except as provided in Subsection a. above and the substitution
                  of Pro-Fac,  such agreements and their  respective terms shall
                  remain in full force and effect.


<PAGE>



                                                                   4

Agreements and Representations.

1.       Subject to the  limitations set forth below in subsections a. and b., I
         hereby  grant to Pro-Fac  the right to  repurchase  all of my shares of
         Class B Common Stock and the Special  Membership  Interest issued to me
         pursuant to this Subscription  Agreement, or otherwise owned by me, for
         an aggregate  consideration of $5.00.  Pro-Fac's right to exercise this
         repurchase right shall be conditioned only upon the following:

         a.       In the event  Pro-Fac  shall  exercise its right to repurchase
                  hereunder,  Pro-Fac  shall  repurchase  all  shares of Class B
                  Common Stock and all Special Membership Interests outstanding;
                  and

         b.       Pro-Fac's right to repurchase  hereunder may be exercised only
                  within  180 days  after  Pro-Fac  abandons  or  transfers  its
                  ownership interest in PF Acquisition II, Inc.

I hereby acknowledge and agree that:

         o        I have not  given  any cash  consideration  for the  shares of
                  Class B Common Stock or Special Membership  Interest issued to
                  me pursuant to this Subscription Agreement; and

         o        the aggregate repurchase  consideration of $5.00 payable to me
                  does not in any way reflect the  current  market  value or par
                  value  of the  shares  of  Class B  Common  Stock  or  Special
                  Membership Interest; and

         o        in the event  Pro-Fac  determines  to reduce or terminate  the
                  marketing of one or more of the crops I have agreed to produce
                  and  deliver  under my General  Marketing  Agreement  and crop
                  delivery  agreement(s)  then, unless and until Pro-Fac's right
                  to  repurchase  hereunder  shall  have  terminated,  I will be
                  required to hold my shares of Class B Common Stock  supporting
                  that crop or those crops, and notwithstanding any agreement or
                  instrument to the contrary, including Pro-Fac's Bylaws, I will
                  not be entitled to receive the par value of $5.00 per share of
                  Class  B  Common  Stock  or  the  face  value  of  my  Special
                  Membership  Interest  unless  and until  Pro-Fac's  repurchase
                  rights hereunder shall have been terminated; and

         o        Pro-Fac's  repurchase rights hereunder shall continue until at
                  least June 29, 2002,  and  Pro-Fac's  board of  directors  may
                  extend such time without notice to me.

2. I was a member-grower of Agripac, Inc. on February 22, 1999.

3.       I acknowledge that this  Subscription  Agreement and my  qualifications
         for  membership  as a Class B Member  must be  reviewed by the board of
         directors  of  Pro-Fac  and  accepted  by  them  as a  condition  of my
         membership;  that the terms of this Subscription Agreement, the General
         Marketing Agreement and the crop delivery  agreement(s) are not binding
         upon Pro-Fac until accepted by Pro-Fac.

4.       I hereby  agree,  as a condition of  membership,  that I will take into
         account in  determining my gross income for federal income tax purposes
         the  stated  dollar  amount of all  patronage  dividends  paid to me by
         Pro-Fac by means of written notices of allocation within the meaning of
         the  pertinent  provisions  of the Internal  Revenue  Code of 1986,  as
         amended.

5.       I understand that written or oral information or representations  other
         than those appearing in the Pro-Fac Registration Statement on Form S-2,
         the  Prospectus  dated  November  ___,  1999,  which  is a part  of the
         Registration  Statement,  and the documents  incorporated  by reference
         into the Prospectus have not been authorized by Pro-Fac.



<PAGE>


Miscellaneous

1. This  subscription  is and shall be irrevocable and the  subscription  rights
represented hereby are non-transferable.

2.       Neither this  Subscription  Agreement nor any provision hereof shall be
         waived, modified, changed, discharged, terminated, revoked, or canceled
         except by an instrument in writing signed by the party against whom any
         change, discharge or termination is sought.

3.       This  Subscription  Agreement may be executed in several  counterparts,
         each of which shall be deemed an  original,  but all of which  together
         shall constitute one and the same instrument.

4.       This Subscription  Agreement shall be enforced,  governed and construed
         in all respects in  accordance  with the laws of the State of New York,
         as such laws are applied by New York courts to agreements  entered into
         and to be  performed in New York State and shall be binding upon me, my
         heirs, estate, legal representatives,  successors and assigns and shall
         inure to the benefit of Pro-Fac and its successors and assigns.

5.       I hereby  acknowledge  receipt of Pro-Fac's  Prospectus  dated November
         ___,  1999,  its Form 10-K for its Fiscal Year Ended June 26, 1999, its
         Form 10-Q for its Fiscal Quarter Ended September 25, 1999, its Restated
         Certificate  of  Incorporation  and its  Bylaws.  I have  reviewed  the
         foregoing documents prior to executing this application for membership.


Subscriber's Name and Signature            Print
                                                    (Subscriber's Name)

                                           Signed
(Date)                                              (Subscriber's Signature)


                                           Print
                                                    (Witness's Name)


                                           Signed
(Date)                                              (Witness)




<PAGE>


                         Calculation and Acceptance Page
                                       For
                            ------------------------
                                  (Subscriber)


<TABLE>
1.  Shares of Class B Common Stock at $5.00 per share (par value) approved for issuance to above subscriber:

                                                                 INVESTMENT RATE
                      BASE ACRES/   AVERAGE COMMERCIAL           (ROUNDED UP TO        SHARES OF CLASS B
   CROP(S)             TONNAGE         MARKET VALUE               NEAREST $5.00)         COMMON STOCK
   <S>             <C>             <C>                   <C>      <C>           <C>       <C>
                                       (FOUR YEARS)

                                                         x 25% =                /$5.00 =
     ----------    --------------  --------------------           ------------            --------------


                                                        x 25% =                 /$5.00 =
     ----------    --------------  --------------------          ------------             --------------

                                                        x 25% =                 /$5.00 =
     ----------    --------------  --------------------          ------------             --------------

                                                        x 25% =                 /$5.00 =
     ----------    --------------  --------------------          ------------             --------------

                                                        x 25% =                 /$5.00 =
     ----------    --------------  --------------------          ------------              --------------

                                                        x 25% =                 /$5.00 =
     ----------    --------------  --------------------          ------------              --------------
</TABLE>


2.  Value of Special Membership Interest issuable to above subscriber:

    Subscriber's historic equity ownership in Agripac, Inc. = $___________.

    58% of Subscriber's historic equity ownership in Agripac, Inc. = ________,

       less total investment rate $____ ($5.00 X shares of Class B Common Stock)

    = Special Membership Interest equal to $_________.

3.  Aggregate par value of Class B Common Stock and face value of Special
    Membership Interest equals $______________.

                     --------------------------------------

Subscription accepted by Pro-Fac Cooperative, Inc. this ___day of _______, 1999.

                  SIGNATURE                                   DATE

         PRO-FAC COOPERATIVE, INC.

By:

Name:

Title: