SENECA FOODS CORP /NY/
INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-10k02.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
                            INDEMNIFICATION AGREEMENT


     THIS  INDEMNIFICATION  AGREEMENT  is made  as of  January  31,  2002 by and
between Seneca Foods  Corporation,  a New York corporation (the  "Corporation"),
and Name ("Indemnitee").


                                  INTRODUCTION

     The Corporation wishes Indemnitee to serve as a Director of the Corporation
and Indemnitee is willing to serve in such position with the indemnification and
other rights provided hereby.

     In recent years,  litigation  seeking to impose  liability on directors and
officers of publicly-held corporations has become more frequent. Such litigation
is  extremely  expensive  to defend.  In many cases,  defense  costs  exceed the
financial means of individual defendants.  Further, the possibility of liability
for  extremely  large sums is a  deterrent  to persons  accepting  positions  of
responsibility with a public corporation and making business decisions which are
in the best interest of the Corporation and its stockholders.

     Indemnitee is deeply  concerned  regarding this  situation,  as well as the
adequacy of the indemnification available under the Corporation's Certificate of
Incorporation, as amended, and Bylaws, as amended.

     NOW, THEREFORE, to induce Indemnitee to serve the Corporation and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                   ARTICLE ONE
                         INTERPRETIVE RULES; DEFINITIONS


         Section 1.1.      General Interpretive Rules.

     For purposes of this Agreement,  except as otherwise  expressly provided or
unless the context  otherwise  requires,  (i) terms defined in this Article have
the meanings  assigned to them in this Article and include the plural as well as
the  singular,  and the use of the  masculine  gender  herein shall be deemed to
include the  feminine  gender;  (ii)  references  herein to  "Sections"  without
reference  to a document are to  designated  Sections of this  Agreement;  (iii)
"including"  means "including but not limited to"; and (iv) "herein,"  "hereof,"
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular provision.


<PAGE>



                                        9

         Section 1.2.      Definitions.

         In this Agreement:

     Agreement means this  Indemnification  Agreement as executed by the parties
hereto as of the date first written above or, if amended, as amended.

     Board means the Board of Directors of the Corporation.

     Derivative  Proceeding means a Proceeding brought by or in the right of the
Corporation.

     Entity means a corporation,  business,  partnership,  joint venture, trust,
employee benefit plan or other enterprise.

     Fine means any fine,  penalty or, with respect to an employee benefit plan,
any excise tax or penalty assessed with respect thereto.

     Litigation Costs means costs,  charges and reasonable  expenses,  including
attorneys' fees, actually and necessarily incurred in the investigation, defense
or  prosecution  of or  other  involvement  in any  Proceeding  and  any  appeal
therefrom, and the costs of appeal, attachment and similar bonds.

     Losses means the total amount which Indemnitee becomes legally obligated to
pay in connection with any Proceeding,  including judgments, Fines, amounts paid
in settlement and Litigation Costs.

     Proceeding  means  any  threatened,  pending  or  completed  action,  suit,
proceeding  or  investigation,   whether  civil,  criminal,   administrative  or
investigative  (whether  external or internal to the  Corporation),  and whether
formal or informal.


                                   ARTICLE TWO
                                 INDEMNIFICATION


     Section 2.1. Proceedings by Third Parties.

     The  Corporation  shall  indemnify  Indemnitee  if  Indemnitee,  his or her
testator or intestate,  was or is a party,  or is threatened to be made a party,
to any Proceeding (other than a Derivative  Proceeding) or is otherwise involved
in a  proceeding  by reason of the fact that he or she is or was a  director  or
officer of the Corporation,  or is or was serving another Entity in any capacity
at the  request  of the  Corporation,  against  Losses in  connection  with such
Proceeding if he or she acted in good faith, without fraudulent intent and for a
purpose which he or she reasonably  believed to be in or not opposed to the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.



<PAGE>


     Section 2.2. Derivative Proceedings.

     (a) Except as provided in Section 2.2(b),  the Corporation  shall indemnify
Indemnitee if he or she was or is a party,  or is threatened to be made a party,
to or is otherwise  involved in any Derivative  Proceeding to procure a judgment
in its  favor by  reason of the fact that  Indemnitee,  his or her  testator  or
intestate,  is or was a director  or officer  of the  Corporation,  or is or was
serving at the  request of the  Corporation  as a director or officer of another
Entity,  against  amounts paid in settlement and Litigation  Costs in connection
with the defense or  settlement  of such  Proceeding  if he or she acted in good
faith,  without  fraudulent  intent and for a purpose which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation.

     (b) No indemnification under Section 2.2(a) shall be made in respect of:

     (i) a threatened  action or a pending  action which is settled or otherwise
disposed of; or

     (ii) any  claim,  issue or matter as to which  Indemnitee  shall  have been
adjudged to be liable to the Corporation,

     unless and only to the extent that a court of competent jurisdiction or the
court in which such  Proceeding  was brought shall  determine  upon  application
that, in view of all relevant circumstances, Indemnitee is fairly and reasonably
entitled  to  indemnification  for such  portion  of the  settlement  amount and
Litigation  Costs which a court of  competent  jurisdiction  or other such court
shall deem proper.

     Section 2.3. No Presumptions Based on Manner Proceeding is Terminated.

     The termination of any Proceeding by judgment,  settlement,  conviction, or
upon a plea of nolo contendere or its  equivalent,  shall not in itself create a
presumption  (i) that Indemnitee did not act in good faith,  without  fraudulent
intent and for a purpose  which he or she  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation  or (ii) with respect to any
criminal action or proceeding,  that Indemnitee had reasonable  cause to believe
that his or her conduct was unlawful.

     Section 2.4. Indemnification Against Expenses of Successful Party.

     Notwithstanding  any other provision  hereof, to the extent that Indemnitee
has been successful,  on the merits or otherwise,  including the dismissal of an
action without  prejudice,  in defense of any  Proceeding,  or in defense of any
claim,  issue or  matter  therein,  the  Corporation  promptly  shall pay for or
reimburse Indemnitee's Litigation Costs incurred in connection therewith.



<PAGE>


     Section 2.5. Advances of Litigation Costs.

     At the  request of  Indemnitee,  Litigation  Costs  incurred  by him in any
Proceeding shall be paid by the Corporation in advance of the final  disposition
of such matter with the undertaking of Indemnitee,  which hereby is given,  that
if it shall be  ultimately  determined  that  Indemnitee  was not entitled to be
indemnified, or was not entitled to be fully indemnified, Indemnitee shall repay
to the Corporation the amount, or appropriate portion thereof, so advanced. Such
payment by the  Corporation  shall be made  promptly (but in any event within 30
days) after its receipt of Indemnitee's request therefor.

     Section 2.6.  Determination  of Right to  Indemnification;  Procedure  Upon
Application.

     (a) Where  Indemnitee has been successful on the merits or otherwise in any
Proceeding or Derivative Proceeding,  Indemnification under Sections 2.1 and 2.2
shall be made promptly,  and in any event within 90 days of Indemnitee's written
request therefor.

     (b) The  Corporation  may choose to  indemnify a director or officer who is
not entitled to such mandatory  indemnification  if a determination  is made, in
the  manner  provided  below,  that  Indemnitee  acted  in good  faith,  without
fraudulent  intent  and for a purpose  that he or she  believed  to be in or not
opposed  to the best  interests  of the  Corporation  or,  with  respect  to any
criminal proceeding, that Indemnitee had no reasonable cause to believe that his
or her conduct was unlawful.  The  determination  to be made by the  Corporation
under  this  Section  2.6(b)  shall be based on the facts  known at the time and
shall be made:

     (i) by the Board,  acting by a quorum  consisting only of directors who are
not parties to the Proceeding ("disinterested directors"); or

     (ii) if a quorum  consisting of disinterested  directors is not obtainable,
or even if obtainable, a quorum of disinterested directors so directs:

     (A) by the Board upon the written opinion of independent counsel; or

     (B) by the shareholders of the Corporation.

     (c) The right to indemnification  under Section 2.6(a) shall be enforceable
by Indemnitee in any court of competent  jurisdiction.  Indemnitee's  Litigation
Costs incurred in connection with successfully  establishing his or her right to
indemnification,  in whole or in part,  in any  such  proceeding  also  shall be
indemnified by the Corporation.

     Section 2.7. Exclusions.

     (a) The  Corporation  shall  not be liable  to make any  payment  hereunder
(whether in the nature of indemnification or contribution) to the extent payment
is  actually  made to  Indemnitee  under a valid,  enforceable  and  collectible
insurance policy (the "Insurance Policy").  If Indemnitee is required to pay any
amount that the Corporation is obligated to pay hereunder

<PAGE>


     except for the exclusion in this  subsection,  before payment is reasonably
expected to be made under the Insurance  Policy,  the Corporation shall promptly
advance the amount  Indemnitee is required to pay for which the  Corporation  is
liable  hereunder.  Any  advance  by the  Corporation  shall  be made  with  the
undertaking  of  Indemnitee,  which  hereby  is  given,  that  he or  she  shall
immediately  pay  over to the  Corporation,  from  the  funds  Indemnitee  later
receives  under the  Insurance  Policy,  an amount equal to the amount which the
Corporation advanced pursuant to this subsection.

     (b) The  Corporation  shall not be liable  hereunder  for  amounts  paid in
settlement of a Proceeding  effected without its written consent,  which consent
may not be unreasonably  withheld.  Without intending to limit the circumstances
in which it would be unreasonable for the Corporation to withhold its consent to
a  settlement,  the  parties  agree  that  it  would  be  unreasonable  for  the
Corporation  to withhold its consent (i) to a  settlement  in an amount that did
not exceed,  in the judgment of the Board,  the  estimated  amount of Litigation
Costs of  Indemnitee  to litigate  the  Proceeding  to  conclusion  or (ii) with
respect to a Proceeding  other than a Derivative  Proceeding,  to any settlement
proposed by Indemnitee unless a determination is made by the Corporation, in the
manner  provided in Section 2.6(b),  that  Indemnitee  acted in bad faith and/or
with fraudulent  intent for a purpose that he or she did not believe to be in or
not opposed to the best  interests  of the  Corporation  or, with respect to any
criminal proceeding, that Indemnitee believed or had reasonable cause to believe
that his or her conduct was unlawful.  Clause (i) of this Section  2.7(b) is not
intended to eliminate the  requirement  that  Indemnitee  satisfy the applicable
standards of conduct in Sections 2.1 and 2.2  (determined as provided in Section
2.6).

     (c) The Corporation  shall not be liable  hereunder for any Fine imposed by
law which  the  Corporation  is  prohibited  by  applicable  law from  paying as
indemnity or otherwise.



<PAGE>


     Section 2.8. Contribution.

     In order to provide for just and equitable contribution in circumstances in
which the  indemnification  provided  for herein is held by a court of competent
jurisdiction to be unavailable to Indemnitee in whole or part, the parties agree
that,  in such  event,  the  Corporation  shall  contribute  to the  payment  of
Indemnitee's   Losses  in  an  amount  that  is  just  and   equitable   in  the
circumstances,  taking into account, among other things,  contributions by other
directors,  and of the  Corporation  pursuant to  Indemnification  Agreements or
otherwise. The Corporation and Indemnitee agree that, in the absence of personal
enrichment of Indemnitee,  or acts of bad faith, intentional fraud or dishonesty
or  criminal  conduct  on the  part of  Indemnitee,  it  would  not be just  and
equitable for Indemnitee to contribute to the payment of Losses arising out of a
Proceeding  in an amount  greater  than:  (i) in a case  where  Indemnitee  is a
director of the  Corporation  or any of its  subsidiaries  but not an officer of
either,  the amount of fees paid to Indemnitee for serving as a director  during
the 12 months preceding the  commencement of such Proceeding;  or (ii) in a case
where Indemnitee is a director of the Corporation or any of its subsidiaries and
is an  officer  of  either,  the  amount  set forth in clause (i) plus 5% of the
aggregate cash  compensation  paid to Indemnitee for serving as such  officer(s)
during the 12 months preceding the commencement of such Proceeding;  or (iii) in
a case where  Indemnitee  is only an officer  of the  Corporation  or any of its
subsidiaries,  5% of the aggregate  cash  compensation  paid to  Indemnitee  for
serving as such officer(s)  during the 12 months  preceding the  commencement of
such  Proceeding.  The  Corporation  shall  contribute  to the payment of Losses
covered  hereby  to  the  extent  not  payable  by  Indemnitee  pursuant  to the
contribution provisions set forth in the preceding sentence.

     Section 2.9. Notice to Corporation; Cooperation.

     (a) Indemnitee shall give the Corporation  notice,  as soon as practicable,
of any claim  made  against  him for which  indemnification  will be or could be
sought hereunder.

     (b) Indemnitee  shall give the Corporation such cooperation and information
as it may  reasonably  require  in  connection  with  any  claim  by  Indemnitee
hereunder.

     Section 2.10. Other Rights and Remedies.

     The rights provided hereby shall not be deemed exclusive of any other right
to which Indemnitee may be entitled under any statute,  applicable  provision of
the  Corporation's  Certificate of Incorporation or Bylaws,  agreement,  vote of
stockholders or of disinterested  directors, or otherwise,  both as to action in
his or her official  capacity and as to action in another capacity while holding
such office, and shall continue after Indemnitee ceases to serve the Corporation
in the position identified in the Introduction hereof.

     Section 2.11. Serving at the Corporation's Request.

     References  in Article Two to  "serving at the request of the  Corporation"
include service with respect to any employee benefit plan, its participants,  or
beneficiaries.  Any  action  taken or  omitted  by a person  with  respect to an
employee  benefit plan in the  performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants and
beneficiaries  of the plan  shall be deemed  to be for a  purpose  which is "not
opposed to the best interests of the Corporation" as referred to in Article Two.

     Section 2.12. Proceedings Initiated by Indemnitee.

     The Corporation shall indemnify  Indemnitee if he or she was or is a party,
or had taken steps to become a party, to any Proceeding  initiated by Indemnitee
by reason of or arising  out of the fact that he or she is or was a director  or
officer  of  the  Corporation,  or is or  was  serving  at  the  request  of the
Corporation as a director or officer of another Entity, against Litigation Costs
in connection  with the  Proceeding to the fullest  extent  permitted by the New
York  Business  Corporation  Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits the Corporation to provide broader  indemnification rights than such law
permitted  the  Corporation  to  provide  prior to such  amendment)  only if the
Proceeding  (or part  thereof) had been  authorized  by the  Corporation  in the
manner provided in Section 2.6(b). Section 2.13. Release by Indemnitee.



<PAGE>


     The parties  recognize  that,  pursuant to this  Agreement,  Indemnitee may
receive the benefits of indemnification  payments (paid to Indemnitee or paid to
others for the  benefit of  Indemnitee).  The  Corporation  is  entitled  to the
cooperation and assistance of the Indemnitee in obtaining or directing  payments
by an insurer or insurers  (collectively,  "Insurer")  issuing a directors'  and
officers' liability insurance policy (i) from which the Company is seeking total
or partial recovery for indemnification  payments which the Corporation has made
to or on behalf of the Indemnitee or (ii) from which the Indemnitee or others on
behalf  of  the  Indemnitee  are  receiving  indemnification  payments.  Without
limiting  the  generality  of the  preceding  sentence,  the ways in  which  the
Indemnitee shall assist the Corporation shall include the following:

     After all Losses of the Indemnitee  indemnifiable under this Agreement with
respect to any  particular  Proceeding  against the  Indemnitee  shall have been
paid,  the  Indemnitee,  at the request of the  Corporation,  shall  execute and
deliver to the Corporation a written confirmation of that fact.

     Concurrently with the effectiveness of this Section 2.13,  Indemnitee shall
execute,  acknowledge  before a notary public,  and deliver to the Corporation a
Power of  Attorney  in the form  attached  hereto as Exhibit  2.13  specifically
authorizing  each  of  certain   designated   officers  of  the  Corporation  as
attorneys-in-fact   for   Indemnitee   to  execute,   acknowledge   and  deliver
Indemnitee's  written  release to the Insurer with respect to the Losses arising
from a particular  Proceeding for which  Indemnitee has been fully  indemnified;
and, if requested by the  Corporation,  Indemnitee  shall  execute,  acknowledge
before a notary public, and deliver to the Insurer  Indemnitee's written release
with  respect to the  Losses  arising  from a  particular  Proceeding  for which
Indemnitee has been fully indemnified.

     If Indemnitee were to revoke the Power of Attorney or refuse to provide the
Corporation  with the written  confirmation  to which it is  entitled  under the
provisions  of  this  Section  2.13,  the  Corporation  shall  have  no  further
indemnification obligations hereunder with respect to any then-pending or future
Proceeding;  but nothing contained herein shall nullify any right conferred upon
Indemnitee  by  Section  723(a) of the New York  Business  Corporation  Law,  as
amended,  or any  successor  provision in the New York  statutes.  In any event,
Indemnitee   hereby  releases  the  Corporation  from  liability  to  Indemnitee
hereunder with respect to any specific claim for which Indemnitee has been fully
indemnified  hereunder,   regardless  whether  Indemnitee  executes  a  separate
release.






<PAGE>



                                  ARTICLE THREE
                                  MISCELLANEOUS


     Section 3.1. Binding Effect.

     This  Agreement  shall be binding  upon all  successors  and assigns of the
Corporation  (including any transferee of all or substantially all of its assets
and any  successor by merger or operation of law) and shall inure to the benefit
of the heirs, personal representatives and estate of Indemnitee.

     Section 3.2. Savings Clause.

     If  all  or  any  portion  of  any  section   hereof  is  held  invalid  or
unenforceable  on any  ground  by  any  court  of  competent  jurisdiction,  the
Corporation nevertheless shall indemnify Indemnitee for his or her Losses to the
full extent  permitted by any  applicable  portion hereof that has not been held
invalid or unenforceable or by any other applicable law.

     Section 3.3. Governing Law.

     The  validity,   construction,   enforcement  and  interpretation  of  this
Agreement  shall be governed by the internal law (and not the law of  conflicts)
of the State of New York.

     Section 3.4. Effect of Headings.

     The   Introduction   and  Article  and  Section  headings  herein  are  for
convenience only and shall not affect the construction hereof.

     Section 3.5. Notices.

     (a) Any  notice,  request  or other  communication  hereunder  to or on the
Corporation  or Indemnitee  shall be in writing and delivered or sent by postage
prepaid  first-class mail, as follows:  (i) if to the Corporation,  addressed to
Seneca  Foods  Corporation,  3736 South Main  Street,  Marion,  New York  14505,
"Attention:  President;"  and  (ii) if to  Indemnitee,  addressed  to him at the
address shown on the signature page hereof.

     (b) Either address  referred to in the preceding  subsection may be changed
from time to time and shall be the most recent such address furnished in writing
by the  party  whose  address  has  changed  to the  other  party in the  manner
specified in the preceding subsection.



<PAGE>


     Section 3.6. Counterparts.

     This  Agreement  may  be  executed  in any  number  of  counterparts.  Each
counterpart  of an  agreement so executed  shall be deemed an original,  but all
such counterparts shall together constitute but one and the same instrument.  In
making proof of this Agreement,  it shall not be necessary to produce or account
for more than one counterpart.

     Section 3.7. Complete Agreement.

     This  Agreement  represents  the full  and  complete  understanding  of the
parties with respect to the subject matter hereof and supersedes in its entirety
any prior agreement,  oral or otherwise,  regarding the  indemnification  of the
Indemnitee.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first written above.

                            SENECA FOODS CORPORATION



                                   By:      /s/Kraig H. Kayser
                                            ------------------------------
                                   Its:     Kraig H. Kayser, President and
                                              Chief Executive Officer




                                            ------------------------------------
                                   By:      (Name) See note below.

                                            Address:


Note: All outside directors have signed this agreement which are Arthur H. Baer,
Andrew M. Boas, Robert T. Brady, Douglas F. Brush, Edward O. Gaylord, G. Brymer
Humphreys and Susan W. Stuart.

</TEXT>
</DOCUMENT>
