Pro-fac Cooperative (PFACP) 8-K Pro-fac Cooperative Declares Dividends and to Issue a Notice of Partial Redemption to Holders of Its Class a Cumulative Preferred Stock

		Computershare Trust Company, N.A. 250 Royall Street Canton Massachusetts 02021 Telephone 888 605 8346 www.computershare.com
	MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6
			C 1234567890 J N T
			Tax ID certification on file:     <Certified Y/N> TOTAL SHARES      12345678901234

      Letter of Transmittal Form - ACTION REQUIRED

YOUR ACTION IS REQUIRED - PLEASE FOLLOW THESE INSTRUCTIONS

Reference is made to the Notice of Partial Redemption dated September 4, 2007, receipt of which is hereby acknowledged, whereby Pro-Fac Cooperative, Inc. has called for the redemption of, and will redeem on October 31, 2007 (the “Redemption Date”), 64% of its outstanding Class A Cumulative Preferred Stock, par value $1.00 per share (the “Shares”), but not to exceed 3,200,000 in total Shares redeemed, at a redemption price of $25.00 per share (the “Redemption Price”), without interest. The redemption will be made pro rata from each registered holder of Shares. If the calculation of the number of Shares to be redeemed would result in issuing a fractional share to any registered holder, the number of Shares to be redeemed from such holder will be rounded upward as necessary to avoid the issuance of a fractional share after redemption.

In order to receive the Redemption Price for your Shares being redeemed, you MUST return ALL of your certificates, including the certificates listed below.

Lost Certificates:If you cannot locate some or all of your certificates, read and complete Box A - Lost Certificate(s) on the back of this form and mark the boxes below with an X corresponding to the certificate numbers you cannot locate. You must also sign this form in Box A. You must have your signature(s) notarized. All registered holders MUST sign exactly as the name is printed above. If your lost certificate(s) is (are) part of an estate or trust, or are valued at more than $150,000, please contact Computershare for additional instructions.

Step 1. Your Pro-Fac Cooperative, Inc. Class A Cumulative Preferred Stock, par value $1.00 per share

Locate the listed certificates.

Lost	Certificate Numbers	Shares	Lost	Certificate Numbers	Shares
o	XXXX12345678	12345678901234	o	XXXX12345678	12345678901234
o	XXXX12345678	12345678901234	o	XXXX12345678	12345678901234
o	XXXX12345678	12345678901234	o	XXXX12345678	12345678901234
o	XXXX12345678	12345678901234	o	XXXX12345678	12345678901234
o	XXXX12345678	12345678901234	o	XXXX12345678	12345678901234

You hold more than 10 certificates, not all certificates can be listed on this form. You must return ALL of your certificates.
Other Certificate Total	Total Certificated Shares	Shares Held By Us	Total Shares
12345678901234	12345678901234	12345678901234	12345678901234

Step 2. Signatures: Sign and date this form. The names of the registered holders are listed in the Name and Address at the top of this form.
All registered holders MUST sign exactly as your name(s) appears above.

Signature of Owner and U.S. Person for Tax Certification	Signature of Co-Owner (if more than one registered holder listed)	Date (mm/dd/yyyy)

.

Additional Instructions for Completing the Letter of Transmittal Form and Surrendering Certificates

Delivery of Certificates:All of your stock certificate(s) and this Letter of Transmittal Form must be sent or delivered to Computershare. The method of delivery of certificates to be surrendered to Computershare at one of the addresses set forth on the bottom of this page is at the option and risk of the surrendering stockholder. Delivery will be deemed effective only when received by Computershare. For your convenience, a return envelope is enclosed. If mailed, we recommend that you use registered mail, with a return receipt provided.

Authorization and Registration:The signature(s) on the reverse side represents that you have full authority to surrender these certificate(s) for exchange and warrants that the Shares represented by these certificates are free and clear of liens, restrictions, adverse claims and encumbrances. Computershare will issue the new uncertificated Shares and/or check in the name(s) that this Letter of Transmittal Form was addressed.

Special Transfer Instructions:If your check is to be issued to a person(s) other than the registered owner(s), a transfer of ownership form must be completed. You may obtain transfer of ownership requirements and instructions from the internet at www.computershare.com or by calling Computershare at the number listed below.

Form W-9:Under U.S. Federal Income Tax law, a stockholder is required to provide Computershare with such stockholder’s correct Taxpayer Identification Number. If your Taxpayer Identification Number is not certified on our records, we have enclosed a Form W-9 for you to complete and return.Failure to provide the information on the form may subject you to backup withholding on any reportable payment.If you are a foreign individual seeking to qualify as an exempt recipient from backup withholding, you must complete and submit the enclosed Form W-8BEN to Computershare.

Box A - Lost Certificate(s)

SAFECO INSURANCE COMPANY OF AMERICA
LOST SECURITIES AFFIDAVIT FOR COMPUTERSHARE ACCOUNTS LESS THAN $150,000.00 IN MARKET VALUE

By checking the lost certificates box and signing the bottom of this form, I (we) certify that (a) I (we) am (are) the lawful owner(s) (“Owner(s)”) of the Shares described on the front of this form; (b) I (we) reside at the address set forth on the front of this form; (c) I (we) am (are) entitled to possession of the lost certificate(s) (the “Lost Securities”); (d) the Lost Securities have been lost, mislaid, stolen or destroyed and cannot now be produced; (e) the Lost Securities WERE NOT ENDORSED and neither the Lost Securities nor the Owner(s)’ rights therein have, in whole or in part, been cashed, negotiated, sold, transferred, hypothecated, pledged, deposed of, and to my (our) knowledge, no claim of right, like or interest, adverse to the Owner, in or to the Lost Securities, has been made or advanced by any person; (f) I (we) have made or caused to be made a diligent search for the Lost Securities and have been unable to find or recover the Lost Securities; (g) I (we) make this Affidavit of Lost Securities For Computershare Accounts for the purpose of inducing the issuance of new or replacement Shares (“Replacement Securities”) (in book-entry form) in lieu of the said Lost Securities, or the distribution to the Owner(s) of proceeds (including liquidation) thereof; and (h) I (we) agree that this Lost Securities Affidavit for Computershare Accounts may be delivered to and made part of the Safeco Insurance Company of America Bond No. 5926165.

The Owner(s) hereby agree(s) in consideration of (1) the issuance of such Replacement Securities in lieu of the Lost Securities, or of the distribution to the Owner of the proceeds there from, and (2) the assumption by Safeco Insurance Company of America of liability therefore under its bond, the OWNER, his/her/its heirs, successors and assigns agree to indemnify, protect and save harmless Safeco Insurance Company of America, Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc., and the issuer, jointly and severally, and their respective agents, representatives, successors, and assigns, from and against all losses, cost and damages (court costs and attorneys fees) to which they may be subject or liable arising out of or relating to the Lost Securities, the issuance of Replacement Securities, the Owner’s requested action herein (or any other action arising out of or relating to the replacement of Lost Securities), or Safeco Insurance Company of America’s assumption of liability under its bond described above.

STEP 1. CALCULATE LOST CERTIFICATE BOND PREMIUM

			$0.75
LOST CERTIFICATE BOND		X		=		+	$50.00 processing fee	=
PREMIUM CALCULATION:	Shares Lost		Bond premium		Total Premium Due				Total Check
			Per share		(MINIMUM $20.00)				Amount

Multiply the number of Shares lost by the Safeco Insurance Company of America Bond premium noted above to calculate the premium you owe. If you have Lost Securities representing 26 or fewer shares, there is a minimum premium of $20.00. There is also a processing fee of $50.00. PLEASE MAKE YOUR CHECK PAYABLE TO “COMPUTERSHARE” FOR THE BOND PREMIUM AND PROCESSING FEE AND ENCLOSE WITH THIS AFFIDAVIT. If your request is approved, Computershare will forward the bond premium to Safeco Insurance Company of America. We cannot complete your exchange without a surety bond. NOTE: This premium is calculated based upon each lost Share, not per each lost certificate.

STEP 2. SIGNATURES OF OWNERS
All registered owners MUST sign below exactly as the name(s) appears on the front of this form. You must have your signature(s) notarized. If your lost certificate(s) is (are) part of an estate or trust, or are valued at more than $150,000, please contact Computershare for additional instructions.

ANY PERSON WHO, KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON, FILES A STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME.

Signature of Owner _________________________________       Signature of Co-Owner, if any _____________________________

STEP 3. NOTARIZATION

State of _________________________ County of ____________________ Notary Signature ____________________________________________

Printed Name of Notary_______________________________________ Sworn to and subscribed to me this (date) ____________ (month/day/year)

My commission Expires (date) _________________________________ (month/day/year) (Notary Seal)

Enclose all certificates in the envelope provided and send with completed form to Computershare.

By Mail:	By Overnight Delivery:	For Assistance Please Call:
Computershare	Computershare	Within the US, Canada and Puerto Rico:
Corporate Actions	Corporate Actions	1-888-605-8346
P.O. Box 43014	250 Royall Street	Outside the US, Canada and Puerto Rico:
Providence, RI 02940-3014	Canton, MA 02021	1-212-440-9800