SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Northland Cranberries, Inc.
---------------------------
(Name of Registrant as Specified in its Charter)

------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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NORTHLAND CRANBERRIES, INC. LOGO

NORTHLAND CRANBERRIES, INC.

2930 Industrial Street, P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495

--------------------

NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 9, 2003

--------------------

TO OUR SHAREHOLDERS:

We would like to invite you to attend our 2003 annual meeting of
shareholders on Thursday, January 9, 2003 at 3:00 p.m. at the Boca Raton
Marriott, 5150 Town Center Circle, Boca Raton, Florida. As we describe in the
accompanying proxy statement, we will be voting on the following matters:

1. election of nine directors; and

2. any other business that may properly come before the annual meeting.

We have enclosed a proxy card along with this proxy statement. Your vote is
important, no matter how many shares you own. Even if you plan to attend the
annual meeting, please complete, date and sign the proxy card and mail it as
soon as you can in the envelope we have provided. If you attend the annual
meeting, then you can revoke your proxy and vote your shares in person if you
would like.

Thank you for your continued support. We look forward to seeing you at the
annual meeting.

NORTHLAND CRANBERRIES, INC.

/s/ Kenneth A. Iwinski

Kenneth A. Iwinski
Vice President - Legal and
Secretary

Wisconsin Rapids, Wisconsin
December 13, 2002

FREQUENTLY ASKED QUESTIONS

Q: Why have I received this proxy statement?

Our Board of Directors has sent you this proxy statement, starting around
December 13, 2002, to ask for your vote as a Northland shareholder on
certain matters to be voted on at our upcoming annual shareholders'
meeting.

Q: What am I voting on?

You will vote to elect nine directors. Our Board of Directors is not
currently aware of any other matter which will be presented for your vote
at the annual meeting.

Q: Do I need to attend the annual meeting in order to vote? How do I vote?

No. You can vote either in person by ballot at the annual meeting or by
completing and mailing the enclosed proxy card. Even if you complete and
mail the enclosed proxy card, you may nevertheless revoke your proxy at any
time by sending us written notice, voting your shares at the annual meeting
or submitting a later-dated proxy.

Q: Who is entitled to vote?

If you owned shares as of the close of business on December 2, 2002 (the
Record Date), then you are entitled to vote. You will be entitled to one
vote per share for each Class A share you owned on the Record Date.

Q: How many shares of Northland's stock are entitled to vote?

As of the Record Date, there were 91,548,580 Class A shares outstanding and
entitled to vote at the annual meeting.

Q: What constitutes a quorum?

A "quorum" refers to the number of shares that must be in attendance at a
meeting to lawfully conduct business. A majority of the votes of the Class
A shares entitled to be cast, or shares representing at least 45,774,291
votes, will represent a quorum for the purposes of electing directors and
conducting any other business that may properly come before the annual
meeting. Our majority shareholder, Sun Northland, LLC, which we refer to as
"Sun Northland," owns a sufficient number of Class A shares to assure a
quorum at the annual meeting.

Q: What happens if I sign and return my proxy card but do not mark my vote?

The individuals named in the proxy card, as proxies, will vote your shares
to elect the Board's nominees for director and in their best judgment on
other matters that may properly come before the annual meeting.

Q: Who will count the votes?

Computershare Investor Services, LLC, our transfer agent, will count the
votes and act as inspector of elections.

Q: Who is Northland's largest shareholder?

As of the Record Date, Sun Northland, an affiliate of Sun Capital Partners,
Inc., a private investment firm, owned 78,848,820 Class A shares, and had
voting control over an additional 7,618,987 Class A shares. Sun Northland's
holdings represent in total approximately 94.4% of our voting power. You
can read more about share ownership information beginning on page 8.

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RESTRUCTURING

On November 6, 2001, we consummated a series of transactions with Sun
Northland, members of our then-current bank group and our new secured lenders,
Foothill Capital Corporation and Ableco Finance LLC, that resulted in the
restructuring of our debt and equity capital structure and a change of control
of the company. We refer to these transactions collectively as the
"Restructuring." Generally speaking, in the Restructuring, Sun Northland entered
into certain Assignment, Assumption and Release Agreements with members of our
then-current bank group which gave Sun Northland, or its assignee, the right to
acquire our indebtedness held by members of our then-current bank group in
exchange for a total of approximately $38.4 million in cash, as well as our
issuance of a promissory note in the principal amount of approximately $25.7
million and 7,618,987 Class A shares to certain bank group members who decided
to continue as our lenders after the Restructuring. Sun Northland did not
provide the foregoing consideration to our former bank group; instead, Sun
Northland entered into a Stock Purchase Agreement with us, pursuant to which Sun
Northland assigned its rights to those Assignment, Assumption and Release
Agreements to us and gave us $7,000,000 in cash, in exchange for (i) 37,122,695
Class A shares, (ii) 1,668,885 Series A Preferred shares (each of which was
automatically converted into 25 Class A shares on February 4, 2002), and (iii)
100 shares of our newly created Series B Preferred Stock, which were
subsequently transferred for nominal consideration to a limited liability
company controlled by our Chief Executive Officer and whose members include,
among others, certain of our officers. Using funding provided by our new secured
lenders and Sun Northland, we acquired a substantial portion of our outstanding
indebtedness from the members of our then-current bank group (under the terms of
the Assignment, Assumption and Release Agreements that were assigned to us by
Sun Northland) in exchange for the consideration noted above, which resulted in
the forgiveness of approximately $81.5 million (for financial reporting
purposes) of our outstanding indebtedness (or approximately $89.0 million of the
aggregate principal and interest due the then-current bank group as of the date
of the Restructuring).

As a result of the Restructuring, Sun Northland controls approximately
94.4% of our total voting power through (i) the Class A shares we issued to Sun
Northland (including the Series A preferred shares that were converted into
Class A shares), and (ii) the additional 7,618,987 Class A shares over which Sun
Northland exercises voting control pursuant to a Stockholders' Agreement that we
entered into with Sun Northland and other shareholders in connection with the
Restructuring. Assuming full vesting over time of our granted stock options to
acquire Class A shares that we issued to key employees, Sun Northland owns
approximately 77.1% of our fully-diluted Class A shares. Sun Northland has
voting control over a sufficient number of Class A shares to assure adoption of
the proposal being submitted to shareholders at the annual meeting.

The cash portion of the purchase price for the shares purchased by Sun
Northland pursuant to the Stock Purchase Agreement was paid using funds from the
partners of Sun Capital Partners II, LP, an affiliate of Sun Northland.

Sun Northland is majority owned by Sun Capital Partners II, LP. The general
partner of Sun Capital Partners II, LP is Sun Capital Advisors II, LP. The
general partner of Sun Capital Advisors II, LP is Sun Capital Partners, LLC and
its limited partners include, among others, Marc J. Leder, Rodger R. Krouse,
Clarence E. Terry, Kevin J. Calhoun and David J. Pleban, each of whom serves as
a director for us. In addition, Messrs. Leder and Krouse each own 50% of the
membership interests in Sun Capital Partners, LLC. Messrs. Leder and Krouse are
also co-Chief Executive Officers of Sun Northland.

-3-

ELECTION OF DIRECTORS

Director Nominees

Our bylaws provide that our Board of Directors (which we refer to as the
"Board") will consist of the number of directors as determined from time to time
by the Board, but not to exceed ten. As of the date of this proxy statement, the
Board has set the number of directors to serve on the Board at nine. As a
result, at the annual meeting, you will elect nine directors to hold office
until our next annual meeting and until their successors are duly qualified and
elected. The Board has nominated nine people for election. The individuals named
in the proxy card, as proxies, intend to vote all proxies received for the
election of all of the Board's nominees. If a nominee becomes unable to serve as
a director before the annual meeting, then the proxies will also vote for
another person that the Board may recommend in place of that nominee.

Messrs. Swendrowski, Krouse, Leder, Terry and Calhoun are currently serving
as shareholder-elected directors. Messrs. Rea and Sullivan were appointed by the
Board to fill vacancies created when the number of directors was increased by
the Board from six to eight members effective January 30, 2002. Mr. Hollis was
appointed by the Board to fill a vacancy created when the number of directors
was increased by the Board from eight to nine members effective May 24, 2002.
Mr. Pleban was appointed by the Board to fill the vacancy created when David
Kreilein resigned as a member of the Board effective September 26, 2002.

Under Wisconsin law, shareholders elect directors by a plurality of the
votes cast by shares which are entitled to vote in the election, assuming a
quorum is present. For this purpose, "plurality" means that the nominees
receiving the largest number of votes will be elected as directors. Any shares
which do not vote, whether by abstention, broker non-vote or otherwise, will not
affect the election of directors.

The Board's nominees to serve as our directors, and some important
information regarding each nominee, are as follows:

John Swendrowski

John Swendrowski, 54, is the Chairman of the Board and originally founded
Northland in 1987. He has been a director since that time. He has also served as
our Chief Executive Officer since our inception in 1987.

Marc J. Leder

Marc J. Leder, 41, was appointed Vice-Chairman of the Board and Vice
President effective November 6, 2001. Mr. Leder has served as Managing Director
of Sun Capital Partners, Inc., a private investment firm, since May 1995, and
has been engaged in leveraged buyouts and investment banking for more than 15
years, as co-founder and Managing Director of Sun Capital Partners, Inc. and
previously as a Senior Vice President of Lehman Brothers (an investment banking
firm) in New York. Mr. Leder has been actively involved in all of Sun Capital
Partners, Inc.'s investments, as well as in managing its portfolio companies.
Mr. Leder is also a director of Catalina Lighting, Inc., Celebrity, Inc., and a
number of private companies.

-4-

Rodger R. Krouse

Rodger R. Krouse, 41, was appointed Vice-Chairman of the Board and Vice
President effective November 6, 2001. Mr. Krouse has served as Managing Director
of Sun Capital Partners, Inc. since May 1995, and has been has been engaged in
leveraged buyouts and investment banking for more than 15 years, as co-founder
and Managing Director of Sun Capital Partners, Inc. and previously as a Senior
Vice President of Lehman Brothers in New York. Mr. Krouse has been actively
involved in all of Sun Capital Partners, Inc.'s investments, as well as in
managing its portfolio companies. Mr. Krouse is also a director of Catalina
Lighting, Inc., Celebrity, Inc., and a number of private companies.

Clarence E. Terry

Clarence E. Terry, 57, was appointed as a director and Vice President
effective November 6, 2001. Mr. Terry has served as Managing Director of Sun
Capital Partners, Inc. since September 1999, and prior thereto served for 26
years as Vice President of Rain Bird Sprinkler Manufacturing, Inc., a
manufacturer of irrigation products. Mr. Terry has served as Chief Executive
Officer on an interim basis for several of Sun Capital Partners, Inc. portfolio
companies. Mr. Terry is also a director of Catalina Lighting, Inc., Celebrity,
Inc., and a number of private companies.

Kevin J. Calhoun

Kevin J. Calhoun, 42, was appointed as a director effective November 6,
2001 and Vice President effective January 30, 2002. Mr. Calhoun has served as
Vice President of Sun Capital Partners, Inc. since July 2000, and has 19 years
of experience in operations, management information systems, accounting and tax.
Prior to joining Sun Capital Partners, Inc., he served as Vice President of The
Atlas Companies, Inc., a manufacturer of consumable cutting dies, from September
1998 through July 2000, and as Corporate Controller and subsequently as Chief
Financial Officer of The Panda Project, Inc., a developer, manufacturer and
marketer of proprietary semiconductor packaging and interconnect devices, from
1996 through July 2000. Mr. Calhoun also worked at Ernst & Young LLP for ten
years, most recently as a Senior Manager. Mr. Calhoun served as Chief Financial
Officer of several Sun Capital Partners, Inc. portfolio companies and assisted
in the implementation of new management information systems for several others.
Mr. Calhoun is also a director of Catalina Lighting, Inc., and a number of
private companies.

George R. Rea

George R. Rea, 64, was appointed as a director effective February 20, 2002.
Mr. Rea has held various senior management positions in several high technology
companies, retiring as Executive Vice President of Conner Peripherals, Inc., a
designer and manufacturer of computer storage products, in 1994. Since retiring,
Mr. Rea has served as a consultant and director of Imaging Technologies Inc., a
manufacturer of high speed ink jet printing systems, Spacetec IMC, a
manufacturer of computer input controllers for 3-D applications, and Labtec
Inc., a manufacturer of speakers and microphones for computer applications. Mr.
Rea is also a director of Catalina Lighting, Inc.

Patrick J. Sullivan

Patrick J. Sullivan, 47, was appointed as a director effective February 20,
2002. Mr. Sullivan has over 25 years experience in the consumer electronics,
telecommunications and computer industries, retiring as Vice President of the
Components and Peripherals Business Unit of Digital Equipment Corp. in 1999. He
is also a former Vice President of Conner Peripherals Inc. and Goldstar Products
Co. Ltd., and has served as a director of Spacetc IMC and Labtec Inc. Mr.
Sullivan is also a director of Catalina Lighting Inc., and a number of
non-profit charitable organizations.

-5-

C. Daryl Hollis

C. Daryl Hollis, 58, was appointed a director effective May 24, 2002. Mr.
Hollis is a certified public accountant and, since September 1998, has been an
independent business consultant. From May 1996 through August 1998, Mr. Hollis
served as Executive Vice President and Chief Financial Officer of The Panda
Project, Inc., a developer, manufacturer and marketer of proprietary
semiconductor packaging and interconnect devices. From March 1993 through March
1996, Mr. Hollis served as Senior Vice President and Chief Financial Officer of
Pointe Financial Corporation, a bank holding company. Mr. Hollis was also a
partner with Ernst & Young LLP from 1977 through 1990. Mr. Hollis is also a
director of Catalina Lighting, Inc. and Celebrity, Inc.

David J. Pleban

David J. Pleban, 41, was appointed as a director and Vice President
effective September 26, 2002. Mr. Pleban has served as a Vice President of Sun
Capital Partners, Inc. since May 2002, and has over 18 years of experience in
finance, operations, human resources and information systems. Prior to joining
Sun Capital Partners, Inc., Mr. Pleban served as Chief Financial Officer of
FlexSol Packaging Corp., a privately held plastic film manufacturer, and has
previously served as an executive at various privately owned companies ranging
in size from $10 million to $450 million in revenue. Mr. Pleban is a certified
public accountant and received his Masters in Business Administration from
Rutgers University.

Board Meetings and Committees

The Board committees on which our directors served in fiscal 2002, as well
as how many times the Board and each committee met in fiscal 2002, are set forth
in the following table (with the asterisk indicating the Chairman of such
committee), as well as how many times each committee met during fiscal 2002.
During fiscal 2002, with the exception of Messrs. Calhoun and Sullivan, each
director attended at least 75% of the aggregate of (a) the total number of
meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which such director served during the year.

Board Member Board Audit Compensation
------------ ----- ----- ------------
J. Swendrowski x*
M. Leder x
R. Krouse x x*
C. Terry x x
K. Calhoun x x
G. Rea (1) x
P. Sullivan (1) x
C. Hollis (1) x x*
D. Pleban (1) x x x
Meetings Held in Fiscal 2002 7 1 0

(1) Messrs. Rea and Sullivan were appointed by the Board to fill vacancies
created when the number of directors was increased by the Board from six to
eight members effective January 30, 2002. Mr. Hollis was appointed by the
Board to fill a vacancy created when the number of directors was increased
by the Board from eight to nine members effective May 24, 2002. Mr. Pleban
was appointed by the Board to fill the vacancy created when David Kreilein
resigned as a member of the Board effective September 26, 2002.

In connection with the Restructuring, all of the members of the Board prior
to November 6, 2001, with the exception of Mr. Swendrowski, resigned from the
Board effective November 6, 2001, and all

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of the members of the Board listed above, with the exception of Mr. Swendrowski,
were appointed by the Board to fill various vacancies in connection with or
following the Restructuring. The number of meetings indicated in the above table
includes those held by both current and former directors. In addition to the
meetings referenced above, the Board met once during the period from the end of
fiscal 2002 through November 30, 2002. Also, the Compensation Committee met once
and the Audit Committee met twice during that same period.

Audit Committee. From November 6, 2001 through January 30, 2002, we did not
have an audit committee. On January 30, 2002, the Board appointed a new Audit
Committee, which consisted of Messrs. Kreilein and Calhoun. On August 8, 2002,
Mr. Hollis was appointed to the Audit Committee. On September 26, 2002, Mr.
Pleban was appointed to the Audit Committee following Mr. Kreilein's resignation
from the Board. The Audit Committee's principal functions generally include:

o recommending a firm of independent public accountants to serve as our
independent auditors for the next fiscal year;

o meeting with and reviewing reports of our independent auditors;

o overseeing our quarterly financial reporting process;

o conducting a post-audit review of our annual financial reporting and
audit process; and

o assisting our Chief Executive Officer and Vice President - Finance in
the design, implementation and evaluation of our internal controls and
disclosure controls and procedures.

A written charter for the Audit Committee was adopted by the Board in
fiscal 2000 and was in effect in fiscal 2002. In fiscal 2002, only Mr. Hollis
satisfied the requirements for independence set forth in Section 4200(a)(15) of
the listing standards of the National Association of Securities Dealers, Inc.
The members of the Audit Committee in fiscal 2002 prior to the Restructuring
were Messrs. Patrick Brennan (Chairman), John C. Seramur, Jeffrey J. Jones and
Pat Richter.

Compensation Committee. From November 6, 2001 through January 30, 2002, we
did not have a compensation committee. On January 30, 2002, the Board appointed
a new Compensation Committee, which consisted of Messrs. Krouse, Terry and
Kreilein. On September 26, 2002, Mr. Pleban was appointed to the Compensation
Committee following Mr. Kreilein's resignation from the Board. The Compensation
Committee administers our stock option plans, including granting options to our
key employees, and approves the compensation, bonuses and benefits of our
officers and key employees. The members of the Compensation Committee prior to
the Restructuring were Messrs. Patrick Brennan, John C. Seramur (Chairman) and
Pat Richter.

We do not have a nominating committee. Our Board as a whole performs the
functions that such a committee would otherwise perform. If you would like to
propose director nominees for consideration at the annual meeting, you can do so
under our by-laws only by giving our Secretary written notice of your intent to
make a nomination not less than 30 days before the annual meeting. You must tell
us in your notice, among other things, the nominee's name, biographical data and
qualifications.

-7-

STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

Stock Ownership

The following table describes the beneficial ownership of Class A shares as
of the Record Date held by (i) each of our directors and those of our executive
officers who are named in the Summary Compensation Table below under "Executive
Compensation--Summary Compensation Information"; (ii) all of our current
directors and executive officers as a group; and (iii) each person or entity
that we know beneficially owns more than 5% of our Class A shares. We believe
that all of the people listed below have sole voting and investment power over
the listed shares, except as we have indicated otherwise in the footnotes.

Percentage of
Class and
Class A Shares Aggregate
Beneficially Voting
Name of Individual or Entity Owned (1) Power
- --------------------------------------------------------------------------------

Directors and Executive Officers

John Swendrowski(2) 452,701 (3) *

Ricke A. Kress 153,173 (4) *

Steven E. Klus 123,382 (5) *

Robert M. Wilson 140,784 (6) *

William J. Haddow 134,760 (7) *

Marc. J. Leder 86,470,057 (8)(9)(10) 94.4%

Rodger R. Krouse 86,470,057 (8)(9)(10) 94.4%

Clarence E. Terry 6,250 (9) --

Kevin J. Calhoun 6,250 (9) --

C. Daryl Hollis -- --

George R. Rea 10,000 *

Patrick J. Sullivan -- --

David J. Pleban -- --

All directors and executive officers 87,812,597 94.8%
as a group (16 persons)(11)

-8-

Percentage of
Class and
Class A Shares Aggregate
Beneficially Voting
Name of Individual or Entity Owned (1) Power
- --------------------------------------------------------------------------------

Other Five Percent Holders
Sun Northland, LLC, Sun Capital
Partners II, LP, Sun Capital Advisors
II, LP, Sun Capital Partners,
LLC (10) 86,463,807 94.4%

U.S. Bank National Association (12) 4,665,173 5.1% (13)

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* Denotes less than 1%

(1) All share information gives effect to the one-for-four reverse stock split
of our common stock that occurred at the close of business on November 5,
2001.
(2) On November 5, 2001, prior to the effectiveness of our one-for-four reverse
stock split, Mr. Swendrowski converted 348,204 shares of our Class B Common
Stock into 348,204 Class A shares (or 87,051 Class A shares after giving
effect to the reverse stock split) under the terms of our Articles of
Incorporation. As a result, Mr. Swendrowski no longer owns any Class B
shares. There are no longer any Class B shares issued or outstanding. In
addition, the 100 shares of our Series B Preferred Stock that we originally
issued to Sun Northland in the Restructuring were subsequently transferred
by Sun Northland for nominal consideration to a limited liability company
whose managing member is Mr. Swendrowski. Mr. Swendrowski beneficially owns
all 100 Series B Preferred shares.
(3) The Class A shares listed include (i) 100,370 shares which Mr. Swendrowski
owns directly; (ii) 4,750 shares owned by a charitable foundation with
respect to which he shares voting and investment power; (iii) 1,732 shares
which Mr. Swendrowki holds jointly with his wife and with respect to which
he shares voting and investment power; (iv) 273,849 shares which Mr.
Swendrowski can acquire by exercising vested stock options; and (v) 72,000
shares held by Cranberries Limited, Inc. ("CLI"), a corporation which Mr.
Swendrowski shares ownership and which Mr. Swendrowski controls, with
respect to which he shares voting and investment power. On November 5,
2001, prior to the effectiveness of our one-for-four reverse stock split,
CLI converted 287,998 Class B shares into 287,998 Class A shares (or 72,000
Class A shares after giving effect to the reverse stock split) under the
terms of our Articles of Incorporation. As a result, CLI no longer owns any
Class B shares. There are no longer any Class B shares issued or
outstanding.
(4) Includes 153,173 shares which Mr. Kress can acquire by exercising vested
stock options. Mr. Kress is also a member of the limited liability company
that is controlled by Mr. Swendrowski and that owns our Series B Preferred
shares.
(5) The Class A shares listed include (i) 123,360 shares which Mr. Klus can
acquire by exercising vested stock options; and (ii) 22 shares held in the
401(k) plan. Mr. Klus is also a member of the limited liability company
that is controlled by Mr. Swendrowski and that owns our Series B Preferred
shares.
(6) Includes 120,334 shares which Mr. Wilson can acquire by exercising vested
stock options. Mr. Wilson is also a member of the limited liability company
that is controlled by Mr. Swendrowski and that owns our Series B Preferred
shares.
(7) Includes 134,760 shares which Mr. Haddow can acquire by exercising vested
stock options. Mr. Haddow is also a member of the limited liability company
that is controlled by Mr. Swendrowski and that owns our Series B Preferred
shares.
(8) The information given is as of or about November 16, 2001, as reported in a
Schedule 13D filed with the Securities and Exchange Commission jointly by
Sun Northland, Sun Capital Partners II, LP, a Delaware limited partnership,
Sun Capital Advisors II, LP, a Delaware limited partnership, Sun Capital
Partners, LLC, a Delaware limited liability company, Mr. Leder and Mr.
Krouse (the "Sun 13D"). Mr. Leder and Mr. Krouse each own 50% of the
membership interests of Sun Capital Partners, LLC, which is the ultimate
parent of Sun Northland. As a result, Mr. Leder and Mr. Krouse may be
deemed to beneficially own the Class A shares beneficially owned by Sun
Northland (see Note 10). Mr. Leder and Mr. Krouse share voting power with

-9-

respect to all of these shares and share investment power with respect to
78,844,820 of these shares. Mr. Leder's and Mr. Krouse's address is 5200
Town Center Circle, Suite 470, Boca Raton, Florida, 33486.
(9) Includes 6,250 shares which each of Messrs. Leder, Krouse, Terry and
Calhoun can acquire by exercising vested stock options.
(10) As reported in the Sun 13D, these shares consist of (i) 78,844,820 Class A
shares held directly by Sun Northland (after automatic conversion of
1,668,885 Series A Preferred shares into 41,722,125 Class A shares
effective February 4, 2002); and (ii) 7,618,987 Class A shares held by
certain parties to a Stockholders' Agreement, dated as of November 6, 2001,
by and among Northland, Sun Northland and the other parties thereto, with
respect to which Sun Northland has sole voting power and no investment
power. There are no longer any Series A Preferred shares issued or
outstanding. Sun Northland's address is 5200 Town Center Circle, Suite 470,
Boca Raton, Florida, 33486.
(11) The number of Class A shares listed includes 1,129,777 shares which certain
of our executive officers and directors can acquire by exercising vested
stock options.
(12) The information given is as of or about February 8, 2002, as reported in a
Schedule 13G filed with the Securities and Exchange Commission by U.S. Bank
National Association. U.S. Bank National Association's address is 601
Second Avenue South, Minneapolis, Minnesota, 55402-4302.
(13) U.S. Bank National Association is one of the parties to the Stockholders'
Agreement referenced in Note 10. As a result, Sun Northland and its
affiliates have sole voting power over all of the Class A shares indicated.

EXECUTIVE COMPENSATION

Report on Executive Compensation

Compensation Philosophy. As the Compensation Committee of the Board, we
evaluate and approve the compensation of our executive officers. We intend our
compensation policies and practices to:

o attract, motivate and retain qualified executive officers;

o provide a total compensation package which is based on corporate and
personal performance and which is competitive in the fruit
juice/beverage industry; and

o motivate our executive officers to achieve positive results by giving
them the chance to buy our stock through stock options in order to
make their interests more like our shareholders' interests.

Compensation Components. Compensation for our executive officers consists
of:

o base salary;

o potential annual bonuses;

o potential annual stock option grants; and

o the opportunity to participate in our 401(k) plan.

During fiscal 2000, we announced that we were undertaking the process of
exploring strategic alternatives for Northland, including a possible strategic
alliance with an industry partner or the sale of all or a portion of the
company. In order to provide our key executives and employees with appropriate
incentives to continue with Northland through the conclusion of the exploration
process, and to provide executives and employees with additional job security in
the event the process resulted in a change of

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control, the Board adopted the Northland Cranberries, Inc. Severance and Stay
Bonus Plan in fiscal 2000. The plan provided generally for:

o discretionary "stay" bonuses, in varying maximum amounts, payable to
certain key officers and employees who remain employed by us upon
consummation of a change of control (as that term was defined in the
plan); and

o severance payments in varying amounts to those key officers and
employees in the event they are terminated following a change of
control.

In fiscal 2002, we concluded our Restructuring which resulted in a change of
control. Pursuant to the terms of the Severance and Stay Bonus Plan and in
connection with the Restructuring, we issued "stay" bonuses to certain of our
key officers and employees who remained with us through the consummation of the
Restructuring.

Base Salary. We establish each executive officer's base salary at the start
of each fiscal year. We consider several factors in determining the base salary
of our executive officers, including:

o the Chief Executive Officer's recommendations (except with respect to
his own base salary);

o our performance during the most recent fiscal year, with special
emphasis on our revenues, revenue growth, earnings per share, cost and
expense levels and balance sheet strength;

o how our performance compares to our historical results and our
expectations for that fiscal year;

o whether and to what extent we reached our strategic goals for the
fiscal year; and

o the individual achievements of our executive officers, including
contributions to our financial results for the past year, and
relationships with other Northland personnel.

While we feel it is crucial to Northland's success to offer our executive
officers compensation packages competitive within the industry, in light of the
recent Restructuring and Northland's current position in the industry, we
believe it prudent to provide only modest cost of living increases in our
executive officers' base salaries for the upcoming fiscal year. As a result, we
increased the base salaries of our executive officers by an average of 3.6%,
and, exclusive of one of our executive officers who was given a substantial
promotion during fiscal 2002 as a result of our internal restructuring (and
received an increase in base salary commensurate with the new position and added
responsibility), we increased the base salaries of our executive officers by an
average of only 2.4%.

We also review the factors discussed above in making a determination of the
base salary of our Chief Executive Officer. We also reviewed additional criteria
for the upcoming fiscal year, including the efforts of our Chief Executive
Officer to meet certain sales and financial goals. Despite these positive
contributions, including the achievement of certain financial goals during 2002,
we increased the base salary of our Chief Executive Officer for the upcoming
fiscal year by 1.2%.

Although we review objective performance criteria, we still consider
certain subjective factors which aren't related directly to our financial
results in making these compensation decisions.

Bonuses. We did not adopt a bonus plan for our employees for fiscal 2002,
however, we did upon consultation with our Chief Executive

-11-

Officer pay incentive cash bonuses to certain of our executive officers and
employees based on the level of earnings achieved during fiscal 2002 and the
individual performance of our employees.

We have not yet adopted a bonus plan for 2003. However, we are considering
a plan which would provide incentive cash bonus opportunities to our employees
based on achieving certain objective goals related to product sales and
earnings.

Stock Options. From time to time, the Board has historically made annual
stock option grants to our executive officers under our stock option plans
following the end of each fiscal year. The Board has based those option grants
mainly on:

o each executive officer's relative position with Northland;

o the officer's individual initiatives and achievements and their impact
on Northland's performance;

o many of the salary and bonus factors discussed above;

o the officer's historical level of option grants; and

o the size of option grants to other similar executives.

In connection with the Restructuring, certain of our executive officers
were granted options to purchase a total of 5,014,081 shares of Class A common
Stock with an exercise price of approximately $0.089 per share and an expiration
date of November 6, 2011, pursuant to the Northland Cranberries, Inc. 2001 Stock
Option Plan. We believe that since the value of the options granted increase as
the price of our stock goes up, the option grants will help make the financial
interests of our management the same as our shareholders.

In fiscal 2002, the Board also adopted the Northland Cranberries, Inc. 2002
Stock Option Plan. Although we have not granted options to key officers or
employees under the plan and do not intend to do so on an annual basis, we may
from time to time consider options grants to key officers and employees as a
potential incentive based on the factors set forth above for the purpose of
motivating key employees to achieve the best results for the company by giving
them the chance to acquire or increase their current stock ownership in
Northland.

By the Compensation Committee:

Rodger R. Krouse, Chairman
Clarence E. Terry
David J. Pleban

-12-

Summary Compensation Information

In the table below, we describe the compensation we paid for the last three
fiscal years to our Chief Executive Officer and certain of our other executive
officers whose salary and bonuses were more than $100,000 in fiscal 2002. We
sometimes refer to the people in the table below as our "named executive
officers." All share information listed below gives effect to the one-for-four
reverse stock split of our common stock that occurred at the close of business
on November 5, 2001.

Annual Stock
Name and Fiscal Compensation Option Grants All Other
Principal Positions Year Salary Bonus (shares) Compensation(1)
------ -----

John Swendrowski 2002 $421,501 $376,000 902,394 $ 5,750(2)
Chairman of the Board 2001 $420,894 $ 0 7,500 $ 5,250
and Chief Executive Officer 2000 $420,000 $ 0 2,500 $ 5,167

Ricke A. Kress 2002 $244,768 $132,000 601,690 $ 5,750
President and 2001 $177,722 $ 0 2,500 $ 5,250
Chief Operating Officer 2000 $160,000 $ 0 750 $ 3,500

Steven E. Klus 2002 $174,063 $ 75,500 476,338 $ 5,750
Vice President - 2001 $158,431 $ 0 2,500 $ 5,250
Manufacturing 2000 $150,800 $ 0 750 $ 4,312

Robert M. Wilson 2002 $137,820 $ 64,250 476,337 $ 5,417
Vice President - 2001 $136,615 $ 0 2,500 $ 5,250
Industrial/Ingredients 2000 $133,247 $ 0 750 $ 5,912

William J. Haddow 2002 $135,791 $ 64,250 476,338 $ 4,793
Vice President - 2001 $135,791 $ 0 2,500 $ 5,250
Purchasing and 2000 $125,876 $ 25,000 750 $ 5,250
Transportation

- --------------------------------
(1) Includes matching contributions we made under our 401(k) plan to each person.
(2) We paid $47,360, $47,881 and $48,272 of premiums on a split-dollar insurance policy
on the life of Mr. Swendrowski in fiscal 2002, 2001 and 2000, respectively. We did
not include this data in the table because when the policy is surrendered to us or
when Mr. Swendrowski dies, we will be reimbursed for these premium payments.

Stock Options

We have five stock option plans currently in place: the 1987, 1989, 1995,
2001 and 2002 Stock Option Plans. There are no shares remaining available for
new grants under the 1987 Plan, 1989 Plan, the 1995 Plan or the 2001 Plan,
although options previously granted under such plans remain outstanding. The
following table lists the option grants under the 2001 Plan and 2002 Plan which
we made during fiscal 2002, as well as certain other information relating to
those grants. All share information listed below gives effect to the
one-for-four reverse stock split of our common stock that occurred at the close
of business on November 5, 2001.

-13-

Fiscal 2002 Option Grants

Potential Realizable Value
Shares Percentage of At Assumed Annual Rates of
Underlying Total Options Exercise Stock Price Appreciation
Options Granted to all Price per Expiration For Option Term(2)
Name Granted Employees share(1) Date 5% 10%
- ------------------ ------- -------------- --------- ---------- ----------------------------

John Swendrowski 852,394(3) 18.89% $ 0.09 11/6/11 $ 47,591 $ 120,607
25,000(4) 0.55% $ 1.04 8/8/12 $ 16,351 $ 41,437
25,000(5) 0.55% $ 0.99 8/31/12 $ 15,565 $ 39,445

Ricke A. Kress 601,690(3) 13.34% $ 0.09 11/6/11 $ 33,594 $ 85,135

Steven E. Klus 476,338(3) 10.56% $ 0.09 11/6/11 $ 26,596 $ 67,398

Robert M. Wilson 476,337(3) 10.56% $ 0.09 11/6/11 $ 26,595 $ 67,398

William J. Haddow 476,338(3) 10.56% $ 0.09 11/6/11 $ 26,596 $ 67,398

- ------------------------
(1) A holder can pay the exercise price of options in cash, by delivering previously issued Class A shares, or a
combination of both.
(2) These values represent the difference between the exercise price of the options and the value of the Class A shares
on the date that the options will be exercised, assuming certain rates of appreciation in the value of Class A shares
and assuming the options will be exercised on their respective expiration dates. We have not taken into account taxes
or other payments which the holders of options may have to pay upon exercise. The actual values of the options will
depend on the value of the Class A shares on the date the options are exercised. The 5% and 10% rates we used in
these calculations are not our estimates of our future performance or the future price of Class A shares. Rather, we
are required to use these rates by the rules of the SEC. We cannot guarantee that these rates of appreciation will
actually be achieved. The last reported sale price of the Class A shares on the Over-The-Counter Bulletin Board on
August 31, 2002 was $0.99 per share. Please see the table on the following page for information regarding the fiscal
year-end value of exercisable and unexercisable options held by our named executive officers.
(3) These options are nonqualified stock options under the Internal Revenue Code. The options were granted on November 6,
2001 and vest one-fourth annually beginning on the first anniversary of the date of grant, provided that the optionee
then remains employed by us. The options will vest in full upon any subsequent change in control of our company.
(4) These options are nonqualified stock options under the Internal Revenue Code. The options were granted on August 8,
2002 and vest one-fourth annually beginning on November 6, 2001, provided that the optionee then remains employed by
us. The options will vest in full upon any subsequent change in control of our company.
(5) These options are nonqualified stock options under the Internal Revenue Code. The options were granted on August 31,
2002 and vest one-fourth annually beginning on the first anniversary of the date of grant, provided that the optionee
then remains employed by us. The options will vest in full upon any subsequent change in control of our company.

We have set forth below certain information about the number and value of
unexercised stock options held by our named executive officers as of the end of
fiscal 2002. There were no options exercised in fiscal 2002 by our named
executive officers. All share information listed below gives effect to the
one-for-four reverse stock split of our common stock that occurred at the close
of business on November 5, 2001.

-14-

Number of Unexercised Options and Fiscal Year-End Value Table

Number of Shares Value of Unexercised
Underlying Options In-the-Money Options
at End of Fiscal 2002(1) at End of Fiscal 2002(2)
------------------------ ------------------------

Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

John Swendrowski 61,417 910,727 0 $768,195

Ricke A. Kress 1,750 604,440 0 $542,255

Steven E. Klus 3,425 478,788 0 $429,285

Robert M. Wilson 667 478,420 0 $429,284

William J. Haddow 11,633 478,225 0 $429,285

- -----------------------
(1) These options are nonqualified stock options under the Internal Revenue
Code. Each option has an exercise price equal to the fair market value of
the Class A shares on the date of grant.
(2) We calculated these dollar values by determining the difference between the
value of the Class A shares and the various exercise prices of the named
executive officers' outstanding options at the end of fiscal 2002. The last
reported sale price of the Class A shares on the Over-The-Counter Bulletin
Board on August 31, 2002 was $0.99 per share.

Director Compensation

On August 8, 2002, we adopted the Northland Cranberries, Inc, 2002 Stock
Option Plan. In addition to any discretionary grant of options that may be made
to directors and key officers or employees from time to time, the plan provides
for an automatic annual grant of an option to purchase a total of 25,000 Class A
shares with an exercise price established by the Board, but not less than 100%
of the market value of the stock (as defined) as of the date of grant, to each
director as of our fiscal year-end. The options generally vest one-fourth
annually commencing with the first anniversary of the date of grant and will
vest in full upon a subsequent change in control of the company. Options to
purchase 25,000 Class A shares were automatically granted to each of our
directors as of August 31, 2002 in accordance with the terms of the plan. In
addition, the Board also made a discretionary grant of options to purchase
25,000 Class A shares to each of our directors on August 8, 2002, in accordance
with the terms of the plan, with one-fourth of the options granted vesting
annually commencing with the first anniversary of the date on which the director
became a member of the Board. With the exception of options granted or to be
granted pursuant to the terms of the plan, we do not otherwise compensate our
directors for their service.

As part of and as required by the terms of the Restructuring, we entered
into a management services agreement with Sun Capital Partners Management, LLC,
pursuant to which we will receive financial and management consulting services
from Sun Capital Partners Management, LLC and obtain the benefit of the
experience of Sun Capital Partners Management, LLC in business and financial
management in exchange for an annual fee (which is to be paid in quarterly
installments) equal to the greater of $400,000 or 6% of our EBITDA (as defined
therein), provided that the fee will not exceed $1 million a year unless
approved by a majority of our directors who are not affiliates of Sun Capital
Partners Management, LLC. This agreement

-15-

terminates on the earlier of November 6, 2008 or the date on which Sun Northland
and its affiliates no longer own at least 50% of our voting power. During fiscal
2002, we paid approximately $460,000 to Sun Capital Partners Management, LLC
pursuant to the terms of the management services agreement. Sun Capital Partners
Management, LLC is wholly owned by Sun Capital Advisors II, LP, the general
partner of which is Sun Capital Partners, LLC (of which Messrs. Leder and Krouse
each own 50% of the membership interests) and the limited partners of which
include among others Messrs. Leder, Krouse, Terry, Calhoun and Pleban.
Compensation paid to Sun Capital Partners Management, LLC under the management
services agreement neither constitutes nor is intended to constitute
compensation for services performed by Messrs. Leder, Krouse, Terry, Calhoun and
Pleban as directors.

Employment and Severance Agreements

Prior to November 6, 2001, we maintained the Northland Cranberries, Inc.
Severance and Stay Bonus Plan to provide our key employees with appropriate
incentives to continue with Northland through the conclusion of our process of
exploring strategic alternatives. We were also party to a severance agreement
with John Swendrowski which provided for certain rights and benefits for Mr.
Swendrowski in the event of a "Change in Control" of the company (as defined in
the severance agreement), and a letter agreement with Ricke A. Kress, our
President and Chief Operating Officer, which provided for certain severance
payments in the event of his termination of employment for other than "Cause."
In connection with the Restructuring, we made cash payments under the Severance
and Stay Bonus Plan of $30,000 to each of Messrs. Klus, Wilson and Haddow, along
with payments to other officers and employees, and we terminated the plan. In
addition, Messrs. Swendrowski and Kress agreed to terminate their severance
arrangements with us in return for a cash payment of $250,000 and $60,000,
respectively. These payments were in most cases substantially less than the
payments those individuals could have received under the terms of the Severance
and Stay Bonus Plan and applicable employment arrangements.

Additionally, on November 6, 2001, as part of the Restructuring, we entered
into a new severance and noncompetition agreement with John Swendrowski which
provided that, if prior to November 6, 2002, Mr. Swendrowski's employment is
terminated without "Cause" (as defined in the agreement), or if he resigns for
"Good Reason" (as defined in the agreement), he would continue to receive his
then-current base salary (which would be no lower than his base salary as of
November 6, 2001) for a period of six months from the date of termination.
Additionally, the agreement provides that, during the "Non-Competition Period"
(as defined in the agreement), Mr. Swendrowski will not directly or indirectly
participate in any business or enterprise which is a direct and substantial
competitor of Northland or its subsidiaries as of the date of his termination
and which is located in the United States. The Non-Competition Period begins on
the date of Mr. Swendrowski's termination of employment and ends on the date Mr.
Swendrowski no longer continues to receive payments equal to 50% of his base
salary. In no event will the Non-Competition Period exceed 18 months from the
date of Mr. Swendrowski's termination of employment.

Compensation Committee Interlocks and Insider Participation

The following individuals served as members of our Compensation Committee
during fiscal 2002:

Rodger R. Krouse - In addition to serving as a member of our Board, Mr.
Krouse served as Vice Chairman and Vice President during fiscal 2002. Mr. Krouse
also owns 50% of the membership interests in Sun Capital Partners, LLC, and is a
limited partner of Sun Capital Advisors II, LP and a co-Chief Executive Officer
of Sun Northland, LLC. Sun Capital Partners, LLC is the general partner of Sun
Capital Advisors II, LP. Sun Capital Advisors II, LP is the general partner of
Sun Capital Partners II, LP and the sole owner of Sun Capital Partners
Management, LLC. Sun Capital Partners II, LP owns a majority interest in Sun
Northland, LLC. As of the Record Date, Sun Northland, LLC, an affiliate of Sun
Capital Partners, Inc., a private investment firm, owned 78,848,820 Class A
shares, and had voting control over an additional

-16-

7,618,987 Class A shares. Sun Northland's holdings represent in total
approximately 94.4% of our voting power.

In addition, as part of and as required by the terms of the Restructuring,
we entered into a management services agreement with Sun Capital Partners
Management, LLC, pursuant to which we will receive financial and management
consulting services from Sun Capital Partners Management, LLC and obtain the
benefit of the experience of Sun Capital Partners Management, LLC in business
and financial management in exchange for an annual fee (which is to be paid in
quarterly installments) equal to the greater of $400,000 or 6% of our EBITDA (as
defined therein), provided that the fee will not exceed $1 million a year unless
approved by a majority of our directors who are not affiliates of Sun Capital
Partners Management, LLC. This agreement terminates on the earlier of November
6, 2008 or the date on which Sun Northland and its affiliates no longer own at
least 50% of our voting power. During fiscal 2002, we paid approximately
$460,000 to Sun Capital Partners Management, LLC pursuant to the terms of the
management services agreement.

Clarence E. Terry - In addition to serving as a member of our Board, Mr.
Terry served as one of our Vice Presidents during fiscal 2002. Mr. Terry is also
a limited partner of Sun Capital Advisors II, LP.

David Kreilein - In addition to serving as a member of our Board, Mr.
Kreilein served as one of our Vice Presidents during fiscal 2002. Mr. Kreilein
is also a limited partner of Sun Capital Advisors II, LP. Mr. Kreilein resigned
as a member of the Board effective September 26, 2002.

John C. Seramur - Mr. Seramur did not serve as an officer during fiscal
2002 and resigned as a member of the Board effective November 6, 2001.

Patrick F. Brennan - Mr. Brennan did not serve as an officer during fiscal
2002 and resigned as a member of the Board effective November 6, 2001.

Pat Richter - Mr. Richter did not serve as an officer during fiscal 2002
and resigned as a member of the Board effective November 6, 2001.

Other

The 100 shares of our Series B Preferred Stock that we sold to Sun
Northland in the Restructuring were subsequently transferred by Sun Northland
for nominal consideration to a limited liability company whose managing member
is our Chief Executive Officer and whose members include, among others, certain
of our officers. Generally speaking, we will redeem the Series B Preferred
shares after consummation of a transaction following which Sun Northland and its
affiliates no longer own or control at least 10% of our voting power. The
redemption price in such a circumstance varies depending upon the number of
Series B Preferred shares then outstanding and the internal rate of return (as
defined in our Articles of Incorporation) recognized by Sun Northland in
connection with the transaction. Generally, the redemption price in such
circumstances is zero if Sun Northland's internal rate of return is less than or
equal to 40%, and increases as Sun Northland's internal rate of return
increases. The limited liability company may be required to forfeit Series B
shares in certain amounts if Mr. Swendrowski's employment with us is terminated.

-17-

AUDIT COMMITTEE REPORT

On January 5, 2000, the Board adopted the Audit Committee Charter. Our
Chief Executive Officer and Vice President - Finance are responsible for our
internal controls and financial reporting process. Our independent auditors are
responsible for performing an independent audit of our consolidated financial
statements in accordance with generally accepted auditing standards and for
issuing a report thereon. As the Audit Committee of the Board, we are
responsible for monitoring and overseeing these processes. This report discusses
certain actions we took during fiscal 2002 in connection with those
responsibilities.

Our Audit Committee Charter requires that we attempt to meet at least twice
annually. In fiscal 2002, we held one meeting. During the period from the end of
fiscal 2002 through November 5, 2002 we met twice.

Management has represented to us that Northland's consolidated financial
statements were prepared in accordance with generally accepted accounting
principles. We have reviewed and discussed the audited consolidated financial
statements with management and our independent auditors. We also discussed with
the independent auditors matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).

The independent auditors also provided us with written disclosures and the
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and we discussed with the independent
auditors their independence.

Based on our discussions with management and the independent auditors, as
well as our review of the representations of management and the report of the
independent auditors to us, we recommended to the Board of Directors that the
audited consolidated financial statements be included in Northland's Annual
Report on Form 10-K for the fiscal year ended August 31, 2002 filed with the
Securities and Exchange Commission.

This report shall not be deemed to be incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, and shall not otherwise be deemed filed under such
Acts.

By the Audit Committee:

C. Daryl Hollis, Chairman
Kevin J. Calhoun
David J. Pleban

-18-

DELOITTE & TOUCHE LLP FEE DISCLOSURE

Audit Fees. Deloitte & Touche LLP served as our independent auditors in
fiscal 2002. The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of our annual financial statements for the
fiscal year ended August 31, 2002 and for the reviews of the financial
statements included in our Quarterly Reports on Form 10-Q for that fiscal year
were $161,915.

Financial Information Systems Design and Implementation Fees. There were no
fees billed by Deloitte & Touche LLP for professional services rendered for
information technology services relating to financial information systems design
and implementation for the fiscal year ended August 31, 2002.

All Other Fees. The aggregate fees billed by Deloitte & Touche LLP for
services rendered to us, other than the services described above under "Audit
Fees" and "Financial Information Systems Design and Implementation Fees," for
the fiscal year ended August 31, 2002 were $193,910.

Our Audit Committee does not consider the provision of non-audit services
by Deloitte & Touche LLP, our principal auditor, to be incompatible with
maintaining auditor independence.

-19-

STOCK PERFORMANCE INFORMATION

The line graph below compares the percentage change during the last five
fiscal years in the total return on our Class A shares with the total return of
companies in the Nasdaq Total Return Index and companies in a peer group we
selected (including American Italian Pasta Co., J.M. Smucker Company, Robert
Mondavi Corp., Triarc Companies, Chalone Wine Group, LTD, Seneca Foods Corp. and
Todhunter International, Inc.).

Comparison of Five-Year Total Shareholder Returns
(on a dividend reinvested basis)

[GRAPHIC OMITTED]

08/31/97 08/31/98 08/31/99 08/31/00 08/31/01 08/31/02
-------- -------- -------- -------- -------- --------

Northland Cranberries, Inc. 100.00 57.55 40.36 9.99 5.34 1.52
Nasdaq Stock Market (US Companies) 100.00 94.49 175.55 268.23 114.72 84.15
Peer Group Index 100.00 65.26 82.52 74.81 110.80 105.22

-20-

CERTAIN TRANSACTIONS

Restructuring

As part of the Restructuring, members of our then-current bank group
exchanged approximately $153.8 million of total outstanding revolving credit
agreement indebtedness for a total of $38.4 million in cash and our issuance to
certain members of our bank group of revised debt obligations in the total
principal amount of $25.7 million and 7,618,987 Class A shares to certain bank
group members who decided to continue as our lenders after the Restructuring. As
part of the 7,618,987 Class A shares that we issued to certain bank group
members in the Restructuring, we issued 4,658,873 Class A shares (or
approximately 5.1% of the total Class A shares issued and outstanding as of the
date of this proxy statement) and a promissory note in the principal amount of
$16,013,000 to U.S. Bank National Association in exchange for approximately
$54.5 million of our indebtedness held by U.S. Bank National Association, which
was subsequently canceled. In addition, we paid a fee of $64,285 to U.S. Bank
National Association as agent under our Amended and Restated Credit Agreement
with members of our bank group who decided to continue as our lenders after the
transactions. We also paid the legal and other expenses incurred by U.S. Bank
National Association (as well as other current and former members of our bank
group) in connection with the transactions in an aggregate amount of
approximately $125,000.

We paid Sun Northland a fee of $700,000 in consideration of certain
services Sun Northland rendered to us in connection with structuring and
negotiating the Restructuring. In addition, we have paid the legal and other
expenses incurred by Sun Northland in connection with the Restructuring in an
aggregate amount of approximately $675,000.

Debt Guarantee

On May 13, 1997, we guaranteed $1 million of outstanding obligations to a
bank of an independent cranberry grower, Mr. Richard Teske. Mr. Teske became one
of our executive officers in fiscal 2001. As of the end of fiscal 2002, Mr.
Teske was no longer one of our executive officers, although he remains employed
with us.

-21-

OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires certain of
our executive officers, directors and persons who beneficially own more than 10%
of our common stock to file reports of changes in ownership of our common stock
with the SEC. Those people are required by SEC regulations to furnish us with
copies of all Section 16(a) forms which they file. Except as noted below, to our
knowledge, all of those people complied with all Section 16(a) filing
requirements in fiscal 2002.

Robert M. Wilson, an executive officer, did not timely file Form 4 relating
to the sale of 2,300 shares on December 19, 2001. Mr. Wilson subsequently filed
the required report on September 10, 2002.

George R. Rea, a director, did not timely file Form 3 upon his appointment
to the Board on February 20, 2002. Mr. Rea subsequently filed the required
report on June 3, 2002.

Patrick J Sullivan, a director, did not timely file Form 3 upon his
appointment to the Board on February 20, 2002. Mr. Sullivan subsequently filed
the required report on June 3, 2002.

Northland's Independent Auditors

The Board has not yet reappointed Deloitte & Touche LLP to serve as our
independent auditors for fiscal 2003, although it intends to do so if
recommended by the Audit Committee. We anticipate that the Audit Committee will
make its recommendation to the Board prior to the annual meeting of our
shareholders. We expect that representatives of Deloitte & Touche LLP will be at
the annual meeting and will have a chance to make a statement if they would like
to do so. They will also be available to respond to your questions.

Miscellaneous

On April 5, 2002, we received correspondence from counsel for Cliffstar
Corporation demanding that we pursue claims against certain of our current and
former directors and officers for alleged breach of fiduciary duties,
entrenchment, mismanagement and waste of corporate assets. On April 22, 2002, an
independent Special Committee of our Board was appointed to investigate the
claims alleged by Cliffstar. On November 5, 2002, the Special Committee
completed its investigation and concluded in the exercise of its business
judgment that pursuing the claims demanded by Cliffstar would not be in the best
interests of Northland and its shareholders.

We will bear the cost of soliciting proxies. We do not anticipate that we
will retain anyone to solicit proxies or that we will pay compensation to anyone
for that purpose. We will, however, reimburse brokers and other nominees for
their reasonable expenses in communicating with the persons for whom they hold
Class A shares.

If you wish to include a proposal in our proxy statement for the 2004
annual meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
then you should forward the proposal to our Secretary by August 15, 2003. If you
submit a proposal other than pursuant to Rule 14a-8 less than 30 days in advance
of the 2004 annual meeting, your proposal will be considered untimely under our
by-laws and we will not be required to present your proposal at the 2004 annual
meeting. If the Board chooses to present your proposal despite its untimeliness,
the people named in the proxies solicited by the Board for the 2004 annual
meeting will have the right to exercise discretionary voting power with respect
to your proposal.

Pursuant to the rules of the SEC, services that deliver our communications
to shareholders that hold their stock through a bank, broker or other holder of
record may deliver to multiple shareholders sharing the same address a single
copy of our annual report to shareholders and proxy statement. Upon written or
oral request, we will promptly deliver a separate copy of the annual report to
shareholders and/or proxy statement to any shareholder at a shared address to
which a single copy of each document was delivered. Shareholders may

-22-

notify us of their requests by calling or writing Kenneth A. Iwinski, Vice
President-Legal and Secretary, Northland Cranberries, Inc., 2930 Industrial
Street, P.O. Box 8020, Wisconsin Rapids, Wisconsin, 54495, phone number (715)
422-6962.

If you would like to receive a copy of our fiscal 2002 annual report on
Form 10-K (without exhibits), please write to Kenneth A. Iwinski, Vice
President-Legal and Secretary, Northland Cranberries, Inc., 2930 Industrial
Street, P.O. Box 8020, Wisconsin Rapids, Wisconsin, 54495, and we will provide
you with a copy free of charge.

NORTHLAND CRANBERRIES, INC.

/s/ Kenneth A. Iwinski

Kenneth A. Iwinski
Vice President - Legal and Secretary
Wisconsin Rapids, Wisconsin
December 13, 2002

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APPENDIX A

NORTHLAND CRANBERRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY

FOR ALL
EXCEPT
NOMINEES
WRITTEN
1. Election of Directors ON THE
SPACE
Nominees: John Swendrowski, PROVIDED
Marc J. Leder, Rodger R. Krouse, FOR WITHHOLD TO THE
Clarence E. Terry, Kevin J. Calhoun, ALL ALL RIGHT
George R. Rea, Patrick J. Sullivan,
C. Daryl Hollis and David J. Pleban
|_| |_| |_|
2. In their discretion, upon such
other business as may properly come
before the meeting and at any ___________________________________
adjournment thereof

Dated: _______________, 200__

Signature(s) _____________________

___________________________________
When properly executed, this PLEASE SIGN EXACTLY AS YOUR NAME
proxy will be voted as you APPEARS ON THIS PROXY CARD. When
have directed herein. If no shares are held by joint tenants,
direction is made, this proxy both should sign. When signing as
will be voted FOR the nine director attorney, executor, administrator,
nominees indicated above. It will trustee or guardian, please give
also be voted in accordance with your full title as such. If you are
the best judgment of the proxies a corporation, please sign in full
named herein on any other business corporate name by the president or
that may properly come beforethe other authorized officers. If you
meeting. are a partnership, please sign in
partnership name by an authorized
person.

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~ FOLD AND DETACH HERE ~

YOUR VOTE IS IMPORTANT!

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY
USING THE ENCLOSED ENVELOPE.

NORTHLAND CRANBERRIES, INC.

ANNUAL MEETING OF SHAREHOLDERS - JANUARY 9, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I hereby appoint John Swendrowski and Marc J. Leder, and either or both of
them, as my proxy, and hereby authorize either or both of them to represent and
to vote, as I have indicated below, all my shares of Class A Common Stock of
Northland Cranberries, Inc., which I held of record on December 2, 2002, at the
annual meeting of shareholders scheduled to be held on January 9, 2003, and at
any adjournment thereof. I also authorize either or both of them to appoint his
substitute.

I further acknowledge receipt of the 2002 Annual Report to Shareholders,
including the Notice of the Annual Meeting and the Proxy Statement, and I hereby
revoke any other proxy I may have executed previously for the 2003 annual
meeting of shareholders.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY
USING THE ENCLOSED ENVELOPE.

Please do not fold (Continued and to be signed on reverse side.)