TELMARK LLC
2003 INCENTIVE FOR D EDINGER
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<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exhibit_10h.txt
<DESCRIPTION>2003 INCENTIVE FOR D EDINGER
<TEXT>
                                  EXHIBIT 10(h)

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Name: Dan Edinger                       Position: President, Telmark
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Incentive Plans For Period Beginning July 1, 2002
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1.   Annual Incentive Plan for Fiscal 2003, Ending June 30, 2003

         EBT = $24.0M                                           10% Base Salary*
         Currency 96.5%                                         10% Base Salary*
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         Incentive for Meeting Both =                           25% Base Salary*

         EBT = $24.5M                                           20% Base Salary*
         Currency 97.0%                                         20% Base Salary*
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         Incentive for Meeting Both =                           50% Base Salary

         EBT = $25.0M                                           30% Base Salary*
         Currency 97.5%                                         30% Base Salary*
         -----------------------------------------------------------------------
         Incentive for Meeting Both =                           75% Base Salary*
                       (*Base Salary As of June 30, 2003)

         Definitions:
                  EBT Target                                     =        $24.5M
                  EBT Budget                                     =        $24.0M
                 *Total Portfolio Currency Target                =         97.0%
                 *Total Portfolio Currency Budget                =         97.0%
           (*Currency As Calculated in the Fiscal 2002 Telmark Budget)

2.   Three Year Incentive Plan for Period Ending 6/30/04

         Accumulative 3 Year EBT = $68.25M                      50% Base Salary*

         Accumulative 3 Year EBT = $70.25M                      75% Base Salary*

         Accumulative 3 year EBT = $72.25M                     100% Base Salary*
                       (*Base salary As of June 30, 2004)

         Definitions
                  Accumulative EBT Target                       =        $70.25M
                  Accumulative EBT Budget                       =        $68.25M

3.   Three Year Incentive Plan for Period Ending 6/30/05

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         The payout  will be the  average of the payout  received  for the three
         annual  incentive  plans ending June 30, 2003,  June 30, 2004, and June
         30, 2005.

4.   Consideration  will be given for  additional incentives as a result of one-
time  events that  financially  benefit  Agway and occur  during the term of the
plans.

5.   Payout Provisions

          (a) If EBT and  currency  targets  are met at  different  levels,  the
          payout is the sum of the two individual  payouts.  Example:  If annual
          plan results for EBT equals Target at $24.5M (20% Payout) and currency
          96.5% (10% Payout), the total payout will be 30% of Base Salary.

          (b) All  payouts  will be in cash  and  paid  from  Telmark  earnings.
          Payouts  shall be made in a lump sum  within 90 days  after the end of
          the term of the respective incentive plan.

          (c) EBT will be  calculated  after the  accrual of the expense for the
          incentive.

6.   Conditions

          (a) If the employee voluntarily  terminates employment for good reason
          (as hereinafter defined) or if Agway terminates his employment without
          cause (as  hereinafter  defined)  during the plan  period,  he will be
          eligible for a payout under each plan.  The payout will be  calculated
          on a pro-rated  basis  (using  completed  weeks of service  during the
          incentive  period)  representative  of the employee's period of active
          full time employment during the term of each such plan.

          (b) If the employee dies, retires (as hereinafter defined), or becomes
          permanently  disabled  to  such a  degree  that he is  prevented  from
          performing  the usual duties of his position,  he (or his estate) will
          be  eligible  for a  payout  under  each  plan.  The  payout  will  be
          calculated  on a pro-rated  basis  (using  completed  weeks of service
          during the incentive  period)  representative of the employee's period
          of active full time employment during the term of each such plan.

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          (c) If there is a change in control (as  hereinafter  defined)  during
          the plan  period,  the  employee  will be deemed  fully vested in each
          annual and multi-year  incentive  plan.  Fully vested means the payout
          will be fully earned without a reduction.

          (d) The payout for three  events,  5(a),  (b), and (c) above,  will be
          calculated based upon target  performance.  Upon the occurrence of one
          of these three  events (a),  (b) or (c) the  employee  (or his estate)
          will also receive a payout  equal to 100% of his base  salary.  Payout
          for these three events,  5(a),  (b), and (c) above and payment of base
          salary shall be made in a lump sum within 90 days after the occurrence
          of the event.

          (e) If the employee  voluntarily quits without good reason or if Agway
          terminates  his  employment for cause during an unexpired plan period,
          he will not be eligible for any part of any payout,  payments or other
          compensation  identified  in this  document  for the  applicable  plan
          period.

          (f)  Incentives  earned  under  this plan are taken into  account  for
          purposes  of Agway's  employee  benefit  plan  programs  to the extent
          provided by the terms of those programs in effect at the time payments
          are made.

          (g) Under any of the events  described in 5(a), (b) or (c) above,  (i)
          the  employee  will be deemed on leave status in order to receive full
          employee benefits at active employee  contribution rates for one year,
          and  (ii)  the  employee  will  receive  for one  year  following  his
          termination executive level career transition assistance services by a
          firm selected by the employee and paid for by Agway.


In these incentive plans, "you" and "your" refer to and mean the employee.

For  purposes  of these  incentive  plans,  "cause"  means  termination  of your
employment  by  Agway  acting  in good  faith  due to  your  (i)  willful  gross
misconduct or gross negligence with respect to your responsibilities,  including
but not limited to misappropriating  any funds or property of Agway,  committing
any act involving fraud,  failing to perform in all material respects any duties
reasonably  required in the course of your  employment  (other than such failure
resulting from your  incapacity due to illness) after Agway has notified you and
you have failed to correct such failure within 10 days of such notice, violating

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in any material  respect any written  policy of Agway or of your duty of loyalty
owed to  Agway,  or  acting  in any way that is  materially  detrimental  to the
business  reputation  of Agway,  (ii)  conviction  of, or a plea of guilty or no
contest to, a felony or crime of moral turpitude,  or (iii) willful repeated use
of alcohol or drugs,  or your untreated  alcoholism or drug abuse,  in each case
impairing your ability to perform your executive responsibilities.

For purposes of these  incentive  plans,  "good  reason"  means  termination  of
employment  by you  acting in good faith due to any of the  following  occurring
without your prior consent (i) any adverse change in your title or any change in
your  reporting  relationship,  (ii) any  diminution in your  responsibility  or
authority  or the  assignment  to you of  duties  which  are  inconsistent  with
responsibilities  normally  performed  by an  executive at your level in similar
businesses, (iii) any diminution in your compensation or benefits other than (a)
a diminution in your  compensation  that is  implemented  in connection  with an
across  the board  reduction  of  executive  salaries  of the  Company  or (b) a
modification  or elimination of any benefit plan that affects other employees of
Agway or other senior  executives of Agway generally,  (iv) the requirement that
you relocate  outside of the Syracuse,  NY area, or (v) the requirement that you
sign or be bound by a written noncompetition agreement.

For  purposes of these  incentive  plans,  "change in control"  means any of the
following: (i) a person or entity or group of persons or entities independent of
Agway, Inc., acting in concert,  shall become the direct or indirect  beneficial
owner  (within the meaning of Rule 13d-3 of the Exchange  Act) of  securities of
the  Company  representing  twenty-five  percent  (25%) or more of the  combined
voting power of the issued and outstanding common stock of the Company;  or (ii)
the majority of the Company's  Board of Directors is no longer  comprised of the
incumbent  directors who constitute the Board of Directors on the effective date
of this  incentive  plan and any other  individual(s)  who  becomes  a  director
subsequent  to the  date  of this  incentive  plan  whose  initial  election  or
nomination  for  election as a director,  as the case may be, was approved by at
least a majority of the directors  who  comprised the incumbent  directors as of
the date of such election or nomination; or (iii) a sale of all or substantially
all of the assets of the  Company;  or (iv) the Board shall  approve any merger,
consolidation,  or like business  combination or  reorganization of the Company,
the  consummation of which would result in the occurrence of any event described
in clause (ii) above, and such transaction shall have been consummated.

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For purposes of these  incentive  plans,  "retire" means attaining the age of 59
1/2 and having at least 3 years of continuous  active full-time  employment with
Agway immediately prior to the date of retirement.

For purposes of these incentive plans, "Base Salary" means the employee's annual
salary at the time of the event or indicated  determination  date before bonuses
or other incentives.

7.   Miscellaneous

          (a) The incentive  plans are not a contract for  continued  employment
          and do not limit the right of Agway to terminate your employment.  You
          are, and shall remain, an employee at will.

          (b)  Annual  incentive  plans  and  multi-year  incentive  plans  with
          substantially  the same  parameters  for  payment as set forth in this
          document will be initiated in each ensuing fiscal year.

          (c) All payments  under the incentive  plans are subject to income tax
          and employment tax withholding.

          (d) The amounts  payable  under this plan are  obligations  of Telmark
          LLC.

9/26/02

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