1. Steve Wright General Manager & CEO Pro-Fac Cooperative Changing Business Structures

2. History n Pro-Fac Cooperative –1961 - Present

3. Our beginnings... n 1961 - Western N.Y. growers formed partnership with local food processors n Cooperative named “Pro-Fac,” to symbolize producers and facilities n Agway played significant role in start-up n Company - Curtice-Burns - assured of supply n Grower/members assured of markets n 700+ growers in New York State joined by buying stock

4. Innovators from the start... n Members bought stock to join Co-op n Operated under detailed agreement between Co-op and processor partner n Separate responsibilities –Curtice Burns - processed and marketed products (Brand, Private Label, Food Service) –Pro-Fac–Supplied Raw Product –Owned Facilities n Profits and losses shared equally by series of agreements

5. Strengths & Benefits - Cooperative Structure n Cooperative form enabled multi-crop, single pool patronage proceeds distributions THUS, n Risk/reward sharing (20+ crops) removed impact of short-term single commodity profit swings and geographic issues n Capper-Volstead protection provided opportunities for marketing alliances and strategic partnerships with other Coops. n Tax Benefits - At patron level vs. corporate rate n Access to Farm Credit System - Favorable rate structure

6. Growth through expansion... n Company grew through acquisitions - expanding grower opportunities and regions n 1973 - corporation became public - listed first on NASDAQ, then AMEX n Grower needs began to compete with public stockholders n Acquisitions of regional companies continued through 70’s & 80’s

7. Strategic changes... n Restructuring began in 90’s n 1993 - Majority owner Agway decided to sell food businesses n Lengthy change-of-control battle began n Pro-Fac ultimately acquired Curtice-Burns to maintain members’ markets… took public company private (Coop.) n With acquisition came significant debt –Debt $328 million –Interest Expense $42 million

8. Consolidations... n Divisional consolidations n 1997 - Company name changed to “Agrilink Foods” n 1998 - acquired DFVC & Birds Eye brand - increased debt load –Debt $679 million –Interest Expense $83.5 million n Voila! successful national introduction n 1999 - Remaining operations combined under one company

9. The need for change within Pro-Fac and Agrilink n Highly leveraged n Inadequate resources to grow the business –Marketing –New products –Capital expenditures n Approaching deadline for refinancing

10. American National Bank & Trust Hamilton Bank Bank of AmericaJP Morgan Bank of BostonManufacturers Hanover Trust Bank of New EnglandMaryland National Bank Bank OneMercantile Bank Bank SouthMeridian Bank Bankers TrustMontgomery Securities Barclays Business CreditNations Bank Casco Northern BankNBD Bank N.A. Central Fidelity BankNCNB Chase Manhattan BankNew Jersey National Bank Chemical BankNorstar Bank CitibankOFFITBANK Holdings Citizens and SouthernPhiladelphia National Bank Congress Financial Corp.Republic Security Financial Connecticut National BankRIHT National Bank Continental BankSalomon Smith Barney Corestates BankSeattle-First National Bank CresatarSecurity Pacific Deutsche BankShawmut Bank First Bank SystemSignet Banking Corporation First City BankCorporationSovran Bank First Fidelity BancorporationStar Bank First National Bank of ChicagoSummit Bancorp First Pennsylvania BankTexas Commerce Bank First UnionTravelers FirstarTrust Company of Georgia Fleet BankU.S. Bancorp Bank of America Bank One Citigroup Deutsche Bank FleetBoston J.P. Morgan SunTrust U.S. Bancorp Wachovia Merged Into Bank Consolidation

11. Major Cooperatives in Trouble January 1999-Agripac declared bankruptcy July 2000- Tri-Valley declared bankruptcy May 2002- Farmland Industries declared bankruptcy (largest coop in U.S.) May 2002-Mason County Fruit Packers declared bankruptcy (Michigan fruit cooperative) September 2002 -Agway declared bankruptcy October 2002-Spring Wheat Bakers closed (N.D. based coop)

12. Options Explored n Management and board explored alternatives –IPO –Sale of the company –Strategic investor –Synergistic partner (LLC) –Private equity infusion –Tough it out

13. Tough it out n Jeopardized –100% CMV –future dividend payments –value of preferred investment –retention of key management talent

14. What was the deal? n A recapitalization that did the following –$175 mm capital infusion to reduce debt –Established Pro-Fac as a separate entity –Supply Agreement < 10 years with liquidated damages < Maintained the CMV process < Payment to Pro-Fac of $10 mm/year for 5 years (for terminating the previous supply agreement) –Transition Services Agreement (24 months) –Use of the Ag. Services staff –$1 million annual credit facility (5 years)

15. What has changed for Pro-Fac? Pre-Vestar Post-Vestar Pro-Fac ownership of Birds Eye 100%40% Pro-Fac Board Members 1215 Member-owned delivery rights YESYES Annual marketing plan YESYES Payment of full CMV At RiskLess Risk Annual earnings distribution YESNO Preferred stock Dividends YESYES Member equity At RiskLess Risk/ Growth Potential

16. What was in it for Birds Eye Foods? n The opportunity to create more value for all stakeholders –new products –capital investment –marketing to enhance its brands –potential for acquisitions –attract and retain talent –enhancing the viable employment opportunity for our associates

17. Pro-Fac transformation has commenced n Pro-Fac Board began the strategic planning process November, 2002 –Use “expert” reactor panel < Agriculture < Academia < Coop. structure/organization

18. Strategic Direction Maintain cooperative structure - n $10 million annual payment from Birds Eye Foods n Maintain membership base for supply agreement n Assure SEC and NASDAQ requirements are met (Sarbanes-Oxley Act) n Ownership in Birds Eye Holdings, LLC

19. Strategic Direction n Continue to strongly support current supply agreements n Establish and maintain a healthy capital structure n Develop new customers n Consider structures which would align the Cooperative with commodity or regional opportunities n Central management, admin., bargaining/negotiation, customer service n Commodity/Regional focus on business development, strategy and capital initiatives n Leverage Ag. Services Information System (ASIS) - (Traceability/Food Safety - Leading edge software)

20. Strategic Direction Post a Change of Control n Some members may want to cash out - Can with sufficient proceeds n Offer membership to only top producers (evaluations) n Capitalization –May vary with commodity/region –Some re-investment –Possibly base capital plan

21. Mission Statement “To be the acknowledged leader in supplying the food industry with dependable, superior quality, efficiently and safely produced fruits, vegetables and other agricultural products.”

22. CAHOON FARMS Pro-Fac Geographic Breadth and Customers

23. Results to Date - Birds Eye Foods (Dollars in Millions) 2002 2003 Net Sales$964.4$878.3 Net Earnings$6.8$20.8 Cash$14.7$153.8 Interest Expense$63.0$40.8 Debt$623.1$459.9

24. Down the Road... n Provide return to Vestar Capital Partners and their investors (State pension funds and University endowments) n Provide return to Pro-Fac Cooperative –Supply Agreement in new business structure –Consider equity redemption –Recapitalize the Cooperative < Investment - Business ventures < Growth - New customers, areas and members n Provide return to management investors “The Birds Eye business will be harvested someday” J.P. Morgan Advisor

25. Pro-Fac Liquidation Values and Preference (1/04) LIQUIDATION VALUE SECURITY ($ Mils.) Qualified Retains$9.8 Preferred Stock$120.7 Common Stock$9.6 Special Membership Interests$21.7 Total$161.8 million

26. Hypothetical Pro-Fac Proceeds from its Investment in Birds Eye Foods Birds Eye EBITDA ($ Mils.) $130.0 Multiple 7.5 x Enterprise Value $975.0 Net Debt (175.0) Equity Value $800.0 Vestar Preferred ($137.5 mil. @ 15% PIK) (241.0) Common Equity Value $559.0 Pro-Fac Portion @ 37.80% * 211.3 Present Value of Termination Agreement Payment -0- Total Proceeds $211.3 million * Assumes management ownership grows from 3.04% to 10.0% NOTE: Vestar Common moves from 56.34% to 52.20% The following example illustrates one method for calculating what Pro-Fac might receive for its investment in Birds Eye Foods. The numbers used do not represent actual results of Birds Eye Foods for any past period or projected results of Birds Eye Foods for any future period. The numbers and method illustrated are not based upon any actual transaction under consideration

27. Thank you for inviting me to your meeting and for your kind attention...