AGRILINK FOODS INC
MANAGEMENT INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit102mipded29200210.txt
<DESCRIPTION>MANAGEMENT INCENTIVE PLAN
<TEXT>


                                                                   EXHIBIT 10.2

                                 AGRILINK FOODS
                            EXCELLENCE IN PERFORMANCE
                         A MANAGEMENT INCENTIVE PROGRAM

                                   FISCAL 2002


Agrilink Foods Excellence in Performance,  a management incentive program,  (the
`Plan') is a discretionary annual cash bonus program.  This Plan is an important
component of  compensation.  When combined with base salary,  it creates a total
compensation  opportunity that, when business goals are achieved, is competitive
within the food  industry,  and,  when those  goals are  exceeded,  provides  an
above-market compensation opportunity.

The objective of the Plan is to align managers' financial  objectives with those
of Agrilink owners, Pro-Fac Cooperative.  It is designed to motivate managers to
perform in a way that will optimize Agrilink earnings, and to effectively manage
and improve the operating cash flow of Agrilink.  The Plan recognizes the impact
managers can have on the  achievement  of Agrilink  business  goals by rewarding
those achievements.

Participation

Participation  is  limited  to a group of  managers  selected  by the  executive
committee,  and  who  do not  participate  in any  company-sponsored  sales  and
marketing incentive program, or other Agrilink incentive program.

Targeted Incentive Awards

Each  participating  manager's  targeted bonus award, or bonus  opportunity,  is
based on competitive  bonuses paid at other food companies  which are similar in
size to Agrilink  Foods and is  expressed  as a  percentage  of base salary paid
during the fiscal year. The sum of these individual  targeted bonuses represents
the company's targeted bonus pool.

Performance Targets

The performance  targets for Agrilink are  established  annually by the Agrilink
Foods  Executive   Committee  and  the  Agrilink  Board  of  Directors.   Annual
performance  targets are  generally  based on a level of earnings and  operating
cash flow that represent real growth,  that insure a fair payment to growers for
the products they deliver, and that provide a reasonable return-on-investment to
Agrilink  owners.  The  performance  targets  are subject to change each year to
insure  they  are  consistent  with  Agrilink  annual  business  objectives  and
strategic direction.
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Incentive Payments

Each year, the Agrilink Foods Management  Executive Committee reviews the annual
profit plan and  establishes  the  appropriate  potential  bonus payment  levels
associated  with  incremental  changes in  Agrilink  Foods  Incentive  Earnings.
Generally,  performance  targets  of  greater  difficulty  will  result  in  the
potential  for higher  bonus  awards,  when those  targets are met or  exceeded.
Should actual results fall below the minimum target levels  established  for the
year, no incentive awards will be paid.

A threshold  operating cash flow level is established.  If the company  achieves
the minimum level of operating  cash flow,  the incentive  pool is then based on
Incentive  Earnings.  Variations in cash flow above the threshold level will not
impact  the  amount of the  incentive  pool.  Adjustments  to  either  Incentive
Earnings or to operating cash flow may be made for purposes of establishing  the
incentive pool, as deemed appropriate by the company.

Incentive  award payments are incumbent  upon the company's  ability to pay full
Commercial  Market  Value to its  grower/owners  in exchange for the raw product
they deliver to Agrilink. Generally, Commercial Market Value, or CMV, represents
the cash price  growers  would  receive for their crops if they sold them on the
open market or via pre-season contract to other processors. If, in any year, the
company cannot pay at least 100% of CMV to its growers, then no incentive awards
will be paid for that year, regardless of company or individual performance.  In
years in which at least  100% CMV is paid to  members,  the  bonus  pool will be
based on total Agrilink Foods  performance  compared to the performance  targets
established for Incentive Earnings, after adjustments, if any.

Individual  awards are  discretionary  and will be determined by the  Management
Executive Committee member based on the associate's individual performance, with
final approval of the Agrilink CEO. Therefore, favorable performance of Agrilink
as a whole does not guarantee an award to any individual participant,  rather it
represents bonus opportunity.  Participants' individual targeted awards are used
solely  to  create  the  overall  target  incentive  pool.   Agrilink   earnings
performance against pre-established targets will either increase or decrease the
incentive  pool.  The  allocation to each  individual of this  incentive pool is
totally  discretionary,   based  on  individual  performance.   Any  participant
receiving a performance rating of `Below Expectations' will be ineligible for an
annual incentive award.

Payment of Awards

Individual  incentive  awards  will be paid via  payroll on the  September  15th
following each fiscal year end. ("Highly compensated employees" have the ability
to defer all or a portion of their  annual bonus into the  Non-qualified  401(k)
Plan.) The  payments  are  subject to the  appropriate  income and  payroll  tax
withholding, 401(k) deductions, and court-ordered garnishments.  Deferred awards
are subject to FICA withholding.
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In order to receive an award,  an individual  must be an employee of the company
and on the active payroll on the September 15th payment date. Exceptions to this
are for retirement,  disability or death,  which may occasion  pro-rata payments
based upon actual salary earned during the fiscal year. Any other exceptions are
to be made only with the approval of the Agrilink CEO.

Future of the Program

This Plan is reviewed  annually by the  company  and its board of  directors  to
insure that it is consistent with the company's business objectives. The company
reserves the right to amend or terminate this Plan at its discretion.


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