[GRAPHIC OMITTED]                                                NEWS RELEASE
                                    Contact:
                                                                 Bea Slizewski
                                                                 Agrilink Foods
                                                                 716-264-3189

               AGRILINK FOODS ENTERS LETTER OF INTENT WITH VESTAR


     ROCHESTER, NY, March 12, 2002...In light of recent information disclosed in
a trade  publication,  Agrilink  Foods (a  wholly-owned  subsidiary  of  Pro-Fac
Cooperative,  Inc. Nasdaq:  PFACP),  today confirmed that it has entered into an
exclusive  letter of intent with Vestar  Capital  Partners  related to a capital
investment of $175 million. The investment would be in the form of preferred and
common shares.  The closing of the transaction is subject to the negotiation and
execution of definitive agreements,  together with other customary conditions of
closing.  Further  information  will be provided  upon  execution of  definitive
agreements.

     "Deleveraging  our  balance  sheet  with  these  investment  proceeds  will
strengthen  the Company's  position in the highly  competitive  food  industry,"
stated Dennis M. Mullen, Agrilink Foods president and chief executive officer.

     Pro-Fac Cooperative,  an agricultural  marketing cooperative which consists
of about 600  members,  processes  fruits,  vegetables  and popcorn  through its
wholly-owned  subsidiary,  Agrilink Foods.  These  commodities are processed and
marketed as  branded,  private  label and  foodservice  products  in  facilities
located throughout the United States,  including the Birds Eye line of products.

                                      -30-

     The  securities  referred  to  above  will  not  be  registered  under  the
Securities  Act of 1933  and may not be  offered  or sold in the  United  States
absent   registration   or  an  applicable   exemption  from  the   registration
requirements.  This press release  contains  predictions,  estimates,  and other
"forward-looking  statements"  within the meaning of section 21E of the Exchange
Act and section 27A of the Securities Act. These forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those anticipated in these forward-looking  statements as of the
date of this press release.  These risks include, but are not limited to, strong
competition in the food industry, including competitive pricing, the integration
of  acquisitions,  the effect of adverse  weather  conditions  on the volume and
quality of raw  products,  interest  rate  fluctuations,  the  effectiveness  of
marketing  and shifts in market  demand.  Please  refer to  Agrilink  Foods' and
Pro-Fac's  Annual  Report on Form 10-K for the fiscal year ended June 30,  2001,
and the risk factors section of Pro-Fac  Cooperative's  prospectus dated October
26, 2001, as well as other reports and  information  filed by Agrilink Foods and
Pro-Fac  Cooperative  with the  Securities  and  Exchange  Commission,  for more
information on factors that could cause actual results to differ.