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<SEC-DOCUMENT>0000088948-02-000005.txt : 20020611
<SEC-HEADER>0000088948-02-000005.hdr.sgml : 20020611
<ACCEPTANCE-DATETIME>20020611083248
ACCESSION NUMBER:		0000088948-02-000005
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020523
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20020611

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SENECA FOODS CORP /NY/
		CENTRAL INDEX KEY:			0000088948
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				160733425
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		02676024

	BUSINESS ADDRESS:	
		STREET 1:		1162 PITTSFORD VICTOR RD
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		7163834608

	MAIL ADDRESS:	
		STREET 1:		1162 PITTSFORD-VICTOR RD
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA FOODS CORP
		DATE OF NAME CHANGE:	19780425

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIERCE S S COMPANY INC
		DATE OF NAME CHANGE:	19861210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a8kggall.txt
<DESCRIPTION>AMENDED ALLIANCE AGREEMENT 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)
                 June 11, 2002         (May 23, 2002)

                            Seneca Foods Corporation
                            ------------------------
             (Exact name of registrant as specified in its charter)

                   New York                 0-1989       16-0733425
                   --------                 ------       ----------
         (State or other jurisdiction of (Commission (I. R. S. Employer
         incorporation or organization) File Number) Identification No.)

                 3736 South Main Street, Marion, New York 14505
                 ---------------------------------------- -----
               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 315/926-8100
                                                            ------------


                                 Not Applicable
                                 --------------
               Former name, former address and former fiscal year,
                          if changed since last report


<PAGE>


                                    Form 8-K

                            Seneca Foods Corporation


Item 5. Other Events

     The Company has an Alliance Agreement with The Pillsbury  Company,  whereby
the Company processes canned and frozen vegetables for Pillsbury under the Green
Giant brand name.  Pillsbury  continues to be responsible  for all of the sales,
marketing  and  customer  service  functions  for the Green Giant  products.  In
October  2001,  General  Mills,  Inc.  acquired  Pillsbury  from Diageo PLC. The
Alliance Agreement has a remaining term of thirteen years.

     On May 23, 2002, the Company, Pillsbury, General Mills Operations, Inc. and
General Mills, Inc. entered into an amendment to the Alliance Agreement pursuant
to which certain  provisions were modified to (i) assign  Pillsbury's rights and
obligations  under the Alliance  Agreement  to General  Mills  Operations,  Inc.
("GMOI"), which is an indirect,  wholly-owned subsidiary of General Mills, Inc.;
(ii)  accelerate  the timing of the  obligation of GMOI to purchase  Green Giant
inventory  from the Company by requiring that such inventory be purchased at the
end of each  commodity  production  cycle (e.g.  corn,  peas,  green beans,  and
asparagus);  and (iii)  substitute  General  Mills,  Inc.  for Diageo PLC as the
guarantor of GMOI's obligations under the Alliance Agreement.

Item 7. Financial Statements and Exhibits

     The "Agreement to Amend First Amended and Restated  Alliance  Agreement" is
included  as  Exhibit  10  in  this   filing.   Registrant   agrees  to  furnish
supplementally  to the Securities  and Exchange  Commission on request a copy of
any omitted exhibit to this agreement.


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                 Seneca Foods Corporation
                                                 ------------------------
                                                      (Registrant)

                                                 /s/Kraig H. Kayser
                                                 ------------------------
June 11, 2002                                    Kraig H. Kayser
                                                 President and
                                                   Chief Executive Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-602.txt
<DESCRIPTION>AMENDMENT TO ALLIANCE AGREEMENT
<TEXT>



                                   Exhibit 10

                               AGREEMENT TO AMEND
                  FIRST AMENDED AND RESTATED ALLIANCE AGREEMENT


     This  Agreement  is  entered  into as of May 23,  2002,  by and  among  The
Pillsbury  Company,   a  Delaware   corporation   ("Pillsbury"),   Seneca  Foods
Corporation, a New York corporation ("Seneca"),  General Mills Operations, Inc.,
a Delaware corporation ("GMOI"), and General Mills, Inc., a Delaware corporation
("General Mills").

                             Preliminary Statements

     A.  Pillsbury  and  Seneca  are  parties to a First  Amended  and  Restated
Alliance Agreement,  entered into December 8, 1994, as amended February 10, 1995
(the "Original Agreement"), as amended by Amendment No. 1 thereto dated February
25,  1997 and  Amendment  No. 2 thereto  dated  July 1, 1998  (such  Amendments,
together  with the  Original  Agreement,  referred  to herein  as the  "Alliance
Agreement").  Diageo  PLC  ("Diageo"),  a  United  Kindom  limited  company  and
successor  by  merger  to Grand  Metropolitan  PLC  ("GrandMet"),  also a United
Kingdom limited company,  currently is a party to the Alliance  Agreement solely
for the purposes set forth in Section 23.8 thereof.

     B. Seneca,  Pillsbury,  RBDB, L.L.C. ("RBDB"), a Delaware limited liability
company,  and Diageo are parties to that certain letter  agreement dated October
10, 1997, as amended by an Amendment dated as of October 1, 2001 (as so amended,
the "Financing  Letter"),  pursuant to which Seneca  assigned to RBDB certain of
Seneca's rights under the Alliance  Agreement.  In connection with the Financing
Letter,  Seneca and RBDB entered into a Sale Agreement,  dated as of October 10,
1997 (the "Sale Agreement"),  and a Storage and Handling Agreement,  dated as of
October 10, 1997 (the "Storage Agreement").  Collectively, the Financing Letter,
the Sale Agreement and the Storage Agreement established a financing arrangement
for product inventory produced by Seneca pursuant to the Alliance Agreement.

     C. Pillsbury,  which was formerly an indirect,  wholly-owned  subsidiary of
Diageo,  has  become an  indirect,  wholly-owned  subsidiary  of  General  Mills
pursuant to a merger  transaction  which  became  effective  October  31,  2001.
Following its acquisition by General Mills,  Pillsbury  transferred and assigned
its assets and operations involved in the manufacturing of certain  shelf-stable
and frozen vegetable products to GMOI, which is itself an indirect, wholly-owned
subsidiary of General Mills.

     D. In conjunction  with the termination of the Financing  Letter,  the Sale
Agreement  and the  Storage  Agreement,  the  parties  hereto  wish  to  approve
Pillsbury's  assignment  of  its  rights  and  obligations  under  the  Alliance
Agreement  to  GMOI,  to amend  the  Alliance  Agreement  in  various  respects,
including  the  substitution  of  General  Mills  for  Diageo  as a party to the
Alliance  Agreement  for purposes of  guaranteeing  the payment  obligations  of
Pillsbury and GMOI (as successor to Pillsbury) under the Alliance Agreement, and
to  release  Diageo  and  GrandMet  from their  obligations  under the  Alliance
Agreement.

         Therefore, the parties hereto agree as follows:

                           I. Assignment by Pillsbury

     Effective May 23, 2002,  and without any further  action on the part of any
person,  Pillsbury  assigns all of its rights and obligations under the Alliance
Agreement  to GMOI,  and GMOI  assumes  such rights and  obligations,  and shall
thereafter  to be  bound  by all the  terms  and  conditions  of  such  Alliance
Agreement  applicable to Pillsbury.  Seneca and General Mills hereby  consent to
such assignment.


                    II. Amendment No. 3 to Alliance Agreement

     Effective as of May 23, 2002, and without any further action on the part of
any person, the Alliance Agreement shall be amended as follows:

     1. The following  "Whereas"  clause is inserted between the ninth and tenth
"Whereas" clauses in the preamble to the Alliance Agreement:

     "WHEREAS,  Pillsbury has assigned all of its rights and  obligations  under
this  Agreement to GMOI,  GMOI has agreed to assume such rights and  obligations
and to be bound by all the terms and conditions of this Agreement  applicable to
Pillsbury, and Seneca and General Mills have consented to such assignment; and"

     2.  All  references  to  "Pillsbury"  in the  operative  provisions  of the
Alliance  Agreement shall be replaced by references to "GMOI" unless the context
clearly indicates otherwise.

     3. The following definitions are deleted, in alphabetical  placement,  from
the part of the Alliance Agreement designated "DEFINITIONS":

     (a) "GMI" means Grand Metropolitan  Incorporated,  a Delaware  corporation.
          ---

     (b) "GrandMet" means Grand Metropolitan Public Limited Company, a United
          --------
Kingdom limited company.


     4. The following definitions are added, in alphabetical  placement,  to the
part of the Alliance Agreement designated "DEFINITIONS":

     (a) "Business Day" means any day other than a Saturday, Sunday or other day
on which  banking  institutions  are required or authorized to close in New York
City.

     (b) "General  Mills" means  General  Mills,  Inc., a Delaware  corporation.
          --------------

     (c) "GMOI" means General Mills  Operations,  Inc., a Delaware  corporation.
          ----

     (d) "Purchase Date" means, with respect to any Product  (identified by SKU)
in each Fiscal Year, the date on which GMOI will purchase all  Acceptable  Cases
of such Product, which date will be the second Business Day after the conditions
precedent to any such purchase,  as specified in Section 3.6(a),  are satisfied,
or such later date as the  parties  may  specify.  The  parties  intend that the
Purchase  Date for all  Acceptable  Cases of each Product shall occur as soon as
possible  after  the  completion  of the Pack for that  Product,  and that  such
Purchase  Date is expected to occur on or about the date  corresponding  to that
Product as specified in Exhibit O attached hereto.

     (e) "Storage  Facilities" means Seneca's storage facilities situated at the
locations listed on Exhibit P attached hereto,  as such locations may be changed
from time to time by Seneca in accordance with the terms hereof.

     5.  The  following  definition  in  the  part  of  the  Alliance  Agreement
designated "DEFINITIONS" is amended to read as follows:

     "Freight  Charge"  means the cost to Seneca of  shipping  Product  from any
Storage  Facility or Alliance Plant to the  destination  designated by GMOI. The
Freight  Charge shall apply only to Product with respect to which GMOI  requests
Seneca to arrange shipping.

     6. The last  sentence of Section  3.5(b) is amended by inserting  the words
"or the Storage Facilities" after the words "Alliance Plants".

     7. The last sentence of Section 3.5(c) is amended to read as follows:

     "Title  and risk of loss with  respect to any  Acceptable  Cases of Product
will be transferred from Seneca to GMOI and vest in GMOI upon the earlier of (i)
the Purchase Date with respect to such Acceptable Cases of Product,  or (ii) the
date such Acceptable  Cases of Product are shipped from the applicable  Alliance
Plant or Storage Facility to GMOI."

     8. Section 3.6(a) is amended to read as follows:

     "(a) Product  Purchases.  On the Purchase Date with respect to each Product
(identified by SKU), and subject to the satisfaction of the conditions set forth
below,  GMOI will  purchase  GMOI's  Annual  Commitment  of such Product for the
current  Fiscal Year.  The  purchase  price to be paid by GMOI shall be equal to
100% of the  Transfer  Price  of all  Acceptable  Cases  of such  Product  to be
purchased  from Seneca on such date.  Payment shall be made on the Purchase Date
by wire  transfer of  immediately  available  funds to an account  designated by
Seneca.  Not less than two Business  Days prior to each  Purchase  Date,  Seneca
shall invoice GMOI for all Acceptable  Cases to be sold to GMOI on such Purchase
Date. The invoice will identify item code and product name, number of Acceptable
Cases,  Transfer  Prices,  the total  amount  due and wiring  instructions  with
respect to such  purchase.  The parties'  obligations  to conclude any sale on a
Purchase Date shall be subject to the  satisfaction of the condition that, on or
prior to such Purchase Date, such  Acceptable  Cases be identified in the manner
contemplated by Section 6.2(d) as subject to this Agreement.

     The parties  acknowledge  that although the Transfer Prices utilized on any
Purchase Date include the costs of labeling Products, such Products may be in an
unlabeled  form on such  Purchase  Date.  Seneca  agrees  to take all  necessary
actions to cause the labeling of such  Products to occur in a manner and at such
times as are consistent with Seneca's  obligations to provide finished,  labeled
Products under Article V hereof.

     If Acceptable Cases of finished Product are available for shipment prior to
a  Purchase  Date,  GMOI may  elect to  purchase  such  Acceptable  Cases at the
applicable  Transfer Price prior to the Purchase Date for shipment directly from
the  applicable  Alliance Plant to the  destination  designated by GMOI. If this
option is elected,  Seneca  shall  invoice  GMOI at the time of shipment of such
Acceptable Cases, such invoice to contain the information described above. Terms
of payment shall be the earlier of (i) the applicable  Purchase Date or (ii) net
15 days  from the  date of  invoice,  and  payment  shall be made in the  manner
described above. Any Product so purchased prior to the applicable  Purchase Date
shall be considered  part of GMOI's Annual  Purchase  Commitment for such Fiscal
Year.

     Invoices  that are not paid when due shall  accrue  interest at the rate of
one percent (1%) per month.

     In connection with each sale by Seneca of Acceptable Cases pursuant to this
Section 3.6(a), Seneca represents and warrants, on and as of the date of sale of
such Acceptable Cases, as follows:

     (i) Seneca has good and marketable title to such Acceptable Cases, free and
clear of any liens,  security interests,  charges or other encumbrances,  except
statutory  liens  relating  to  amounts  owed by  Seneca  to  farmers  and other
producers  of  vegetables  and other raw  products  included in such  Acceptable
Cases; and

     (ii) Seneca has paid in full all amounts,  including amounts required under
the Perishable  Agricultural  Commodities Act ("PACA"),  then due to farmers and
other  producers  of  vegetables  and other raw  products  included  in any such
Acceptable Cases, and will pay when due all amounts,  including amounts required
under PACA,  thereafter  due to farmers and other  producers of  vegetables  and
other raw products included in any such Acceptable Cases."

     9. Section 6.2 of the Alliance Agreement is amended to read as follows:

         "6.2     Warehousing Requirements.
                  ------------------------

     (a) Except as otherwise  set forth in Section 6.1 above,  title and risk of
loss to any Product  Inventory  shall pass to GMOI upon the  purchase by GMOI of
such Product Inventory on the applicable  Purchase Date (or at such earlier time
as provided in Section  3.5(c)).  Until  shipment  of Product  Inventory  from a
Storage  Facility  or an Alliance  Plant to a  destination  designated  by GMOI,
Seneca shall store and handle all Product Inventory in conformity with the terms
of this  Section 6.2 and the Quality  Documents.  The  warehousing  cost charged
hereunder  for each  Product in the Pack to occur in each  Fiscal  Year shall be
included in the Standard Cost for such Product for such Fiscal Year.

     (b) Seneca will maintain the Storage  Facilities and Alliance Plants in the
condition  needed to protect the Product  Inventory in accordance with customary
and prudent industry standards for vegetable products.

     (c) Seneca agrees that  Acceptable  Cases made  available for shipment from
the Storage  Facilities  shall be in the same condition as such Acceptable Cases
existed on the applicable Purchase Date, except that such Acceptable Cases shall
have  been  labeled  by  Seneca  in  accordance  with the  requirements  of this
Agreement.

     (d) Seneca  shall  identify the  Acceptable  Cases by a method that clearly
distinguishes  the  Acceptable  Cases from  other  vegetable  products  or other
property  held at any  Storage  Facility or Alliance  Plant and  identifies  the
Acceptable Cases as owned by GMOI.  Seneca shall segregate by row the Acceptable
Cases from any other  vegetable  product or other property held by Seneca at any
Storage Facility or Alliance Plant at any time.

     (e) Seneca shall provide monthly inventory reports  indicating the quantity
and location of all the Acceptable  Cases held by Seneca.  Such monthly  reports
shall also indicate the total amount of Acceptable  Cases added to inventory and
the total amount of Acceptable Cases removed during such month.

     (f) Within 5 days of its completion, Seneca shall provide to GMOI a copy of
its annual physical audit report relating to all Product  Inventory held at each
Storage Facility and Alliance Plant.

     (g) Seneca  shall be entitled to change from time to time the  locations of
the Storage  Facilities,  provided that it makes  available to GMOI at all times
Seneca's on-line inventory management system current information identifying all
such locations.

     (h) The  value of any lost or  damaged  Acceptable  Case at any time  shall
equal the  applicable  Transfer  Price paid by GMOI to acquire  such  Acceptable
Case.  Seneca  shall  reimburse  GMOI for the full  value of any lost or damaged
Acceptable  Cases within 30 days of detecting such loss or damage if the loss or
damage is due to  Seneca's  failure to comply with the  requirements  of Section
9.2(d)."

     10. The first two sentences of Section 6.4 are amended to read as follows:

     "In general,  GMOI intends to arrange for the shipment of Product Inventory
from the applicable Storage Facility or Alliance Plant. As and when requested by
GMOI, however,  Seneca shall ship designated Product from the identified Storage
Facility  or  Alliance  Plant to the  destination  designated  by GMOI in strict
compliance with GMOI's notice."

     11. Section 9.1 is amended to read as follows:

     "9.1 Title;  Risk of Loss.  Seneca  shall have title and risk of loss as to
all ingredients, Supplies and work-in-progress, and shall have title and risk of
loss as to finished  Product until the  Acceptable  Cases that  constitute  such
finished Product are purchased by GMOI on the applicable  Purchase Date (or such
earlier  date as may  provided in Section  3.5(c)).  The costs of the  insurance
deductible  payable by Seneca for lost  Product  and all other  casualty  losses
shall, to the extent properly allocable to the Central Division,  be included in
the Fully Allocated Cost of Products produced at the Central Division Plants."

     12. Section 9.2 is amended by adding the following paragraph (d) thereto:

     "(d) Storage Activities.  Notwithstanding the foregoing,  so long as Seneca
is  providing  storage  and  handling  of  Product  after its  purchase  by GMOI
hereunder,  Seneca will  maintain  in full force and effect "all risk"  casualty
insurance,  including flood and earthquake,  with insurers reasonably acceptable
to GMOI covering the Product Inventory and naming GMOI as owner and primary loss
payee.  With respect to any  Acceptable  Case,  the amount of required  casualty
insurance  shall  equal 100% of the  Transfer  Price of such  Acceptable  Case ,
subject  to  deductibles  that are in  accordance  with  customary  and  prudent
industry  practice  for canned  and frozen  vegetable  products.  The  insurance
described herein may be effected under insurance policies covering generally the
properties  of Seneca  and other  properties  in the  possession  or  control of
Seneca. On May 23, 2002 and annually thereafter,  Seneca shall furnish GMOI with
an insurance  certificate or certificates  showing Seneca's  compliance with the
requirements of Section 9.2(d)."

     13. Section 10.2 is amended by inserting the words "and Storage Facilities"
after the words "Alliance  Plants" in the second line thereof;  by inserting the
words "and Storage  Facility" after the words "Alliance Plant" in the fifth line
thereof; and by inserting the words "or Storage Facility" after the word "Plant"
each time it appears in paragraphs (a), (b) and (c) in Section 10.2.

     14.  Section  12.3(a) is amended by deleting the word  "delivery"  from the
last  line  thereof  and  substituting  therefor  the words  "shipment  from the
applicable Storage Facility or Alliance Plant".

     15. Section 12.3(b) is amended by deleting the words "delivery of" from the
last line  thereof,  and  inserting  the words "is shipped  from the  applicable
Storage Facility or Alliance Plant".

     16. Section 19.2(a) is amended by adding the following subparagraph (vii):

     "(vii) GMOI shall provide Seneca with  instructions  regarding the shipment
of Product Inventory  purchased by GMOI prior to such effective date, and Seneca
shall ship such Product Inventory in accordance with the requirements of Section
6.4."

     17. Section 23.2 is amended by deleting the words "Grand  Metropolitan plc"
and substituting therefor the words "General Mills".

     18. Section 23.8 is amended to read as follows:

     "23.8 General Mills Obligations. General Mills, the ultimate parent company
of GMOI and Pillsbury,  hereby agrees, during the term of this Agreement,  to be
obligated,  to the same degree and in the same manner as GMOI and Pillsbury,  to
make all payments due to Seneca under  Sections 3.6, 4.3, 6.2, 6.3, 7.4, 8.1 and
19.2 of this  Agreement,  and to be  entitled  to the  same  rights  as GMOI and
Pillsbury under such Sections."

     19.  Section  23.10(a)  is amended by adding the  following  to the list of
Exhibits:

     "Exhibit O - Target Purchase Dates (DEFINITIONS)

     Exhibit P - Storage Facilities (DEFINITIONS)"

     20. All other provisions of the Alliance Agreement are hereby affirmed.


     III. Release of Diageo and GrandMet

     Effective as of May 23, 2002, and without any further action on the part of
any person, Seneca, acting for itself, its insurers, its successors and assigns,
does  hereby  release  and  forever  discharge  Diageo  and  GrandMet  and their
stockholders,  directors,  officers,  employees,  agents, successors and assigns
from any and all obligations, liabilities, claims, demands and causes of action,
either in law or in equity, known or unknown, liquidated or unliquidated,  which
have arisen or may arise out of or are in any way  connected  with the  Alliance
Agreement on account of any act, omission,  event,  occurrence,  representation,
warranty, failure, default or breach, actual or asserted, of any party hereto or
its directors, officers, employees or agents on or prior to May 23, 2002.


     IV. General Provisions

     1. This Agreement shall be construed in accordance with and governed by the
laws of the state of Minnesota,  without  giving effect to the conflicts of laws
principles thereof.

     2. This  Agreement  may be  executed in any number of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and delivered  shall be deemed to be an original and all of which taken
together  shall  constitute  but one and the  same  instrument.  Delivery  of an
executed  counterpart of a signature page to this Agreement by telecopier  shall
be effective as delivery of a manually signed counterpart of this Agreement.

     3.  Notwithstanding  anything to the contrary herein,  this Agreement shall
become effective only upon and concurrently with the effectiveness of an Omnibus
Agreement, dated as of May 23, 2002, among RBDB, Seneca, Pillsbury, RBDJT, Inc.,
Rabobank Nederland, New York Branch, and the Lenders referred to therein.

     In Witness  Whereof,  the parties  hereto have caused this  Agreement to be
executed by their  respective  officers,  thereunto duly  authorized,  as of the
first date written above.


                                            SENECA FOODS CORPORATION


                                            By:  /s/Philip G. Paras
                                                 ----------------------------
                                            Name:_Philip G. Paras
                                                  ---------------------------
                                            Title:Chief Financial Officer
                                                  ---------------------------

                                            THE PILLSBURY COMPANY


                                            By:  /s/David VanBenSchoten
                                                 ----------------------------
                                            Name:   David VanBenSchoten
                                                 ----------------------------
                                            Title:  Vice President, Treasurer
                                                 ----------------------------


                                            GENERAL MILLS OPERATIONS, INC.


                                             By:  /s/David VanBenSchoten
                                                  ---------------------------
                                             Name:   David VanBenSchoten
                                                  ---------------------------
                                             Title:  Treasurer
                                                  ---------------------------

                                             GENERAL MILLS, INC.


                                             By: /s/David VanBenSchoten
                                                 ----------------------------
                                             Name:  David VanBenSchoten
                                                 ----------------------------
                                             Title: Vice President, Treasurer
                                                    -------------------------


Accepted and acknowledged this 23rd day of May, 2002.

DIAGEO PLC                          GRAND METROPOLITAN PLC


By:____________________________     By:_____________________________
Name:_________________________      Name:___________________________
Title:__________________________    Title:____________________________




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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