8-K

UNITED STATES

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): July 8, 2009

SENECA FOODS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York (State or Other Jurisdiction of Incorporation) 0-01989 (Commission File Number) 16-0733425 (IRS Employer Identification No.)

3736 South Main Street, Marion, New York 14505-9751

(Address of Principal Executive Offices, including zip code)

(315) 926-8100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                                Entry into a Material Definitive Agreement

Second Amendment to Shareholders Agreement

In connection with the 1998 issuance of convertible participating preferred stock, Seneca Foods Corporation (the “Company”) and certain of the Company’s substantial shareholders entered into a Shareholders Agreement providing, among other things, that (i) they would facilitate the election of two designees of certain affiliates of Carl Marks Management Company, L.P. (“CMMC”) to the Company’s Board of Directors (the “Board”); (ii) such designees would have at least 22% representation on committees of the Board; and (iii) the Company’s certificate of incorporation would be amended to require that certain major corporate actions would require unanimous approval of the Board, which amendment was filed on August 7, 1998.  Pursuant to the Shareholders Agreement, two CMMC director designees, Andrew M. Boas and James F. Wilson, currently sit on the Company’s Board.

On July 8, 2009, the Shareholders Agreement was amended to provide that the Shareholders Agreement will terminate in the event of the consummation of the secondary offering of Class A Common Stock by certain shareholders of the Company (the “Offering”).  See Item 7.01 below.  In addition, the CMMC director designees have agreed to resign immediately upon termination of the Shareholders Agreement.

While the provision in the Company’s certificate of incorporation requiring unanimous board approval of certain major corporate actions will automatically expire when certain affiliates of CMMC own 15% or less of the Company’s outstanding Class A common stock (assuming conversion of all shares of participating preferred stock into Class A common stock), the parties to the amendment to the Shareholders Agreement have also agreed to facilitate the elimination of such provision from the Company’s certificate of incorporation if the Offering is consummated.

The description of the Second Amendment to Shareholders Agreement contained herein is qualified in its entirety by the text of such agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Agreement concerning Registration Rights

Also on July 8, 2009, the Company and the selling shareholders in the Offering entered into an Agreement relating to the rights and obligations of such parties arising under a Registration Rights Agreement dated June 22, 1998.  The Agreement concerns, among other matters, the payment of registration expenses and certain indemnification issues in connection with the Offering.  The Agreement further sets forth the rights of certain original selling shareholders identified therein in the event that all of their registrable securities are not sold in the Offering.

The description of the Agreement contained herein is qualified in its entirety by the text of such agreement, which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 1.02.                                Termination of a Material Definitive Agreement

See Item 1.01 above.

Item 5.02.                                Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Andrew M. Boas and James F. Wilson, the two CMMC director designees, have agreed to resign from the Board immediately upon termination of the Shareholders Agreement, at which time the Company expects that the size of the Board will be reduced to eight directors.  Neither Mr. Boas nor Mr. Wilson has expressed any disagreement with the Company under Item 5.02(a) of Form 8-K.

Item 7.01.                                Regulation FD Disclosure

On July 9, 2009, the Company announced that certain of the Company’s shareholders have commenced a secondary offering of 3,702,000 shares of Class A common stock.  A copy of the Company’s press release containing this announcement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits

(d)           Exhibits

10.1 Second Amendment to Shareholders Agreement dated as of July 8, 2009 by and among Seneca Foods Corporation and the parties listed therein.

10.2 Agreement concerning Registration Rights dated as of July 8, 2009 by and among Seneca Foods Corporation and the parties listed therein.

99.1 Press Release dated July 9, 2009.

SIGNATURES

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

Date:                      July 9, 2009

SENECA FOODS CORPORATION

By:   /s/Jeffrey L. Van Riper

       __________________________                                                 

Jeffrey L. Van Riper

Vice President and Controller

EX-99.1

Exhibit 99.1

Seneca Foods Corporation

July 9, 2009                                                                                                FOR IMMEDIATE RELEASE

Contact: Roland E. Breunig, CFO

(608-757-6000)

PRESS RELEASE

Seneca Foods Corporation Announces Secondary Offering

Seneca Foods Corporation (SENEA, SENEB) today announced a secondary offering by certain of the Company’s shareholders of 3,702,000 shares of Class A common stock.  The offering includes an option for the underwriters to purchase up to 554,332 additional shares from the selling shareholders to cover overallotments, if any.  The offering is being conducted as a public offering pursuant to an effective registration statement under the Securities Act of 1933.  Merrill Lynch & Co. is sole book-running manager and Piper Jaffray & Co. is joint lead manager of the offering.  Seneca Foods will not receive any of the proceeds from this offering.

The offering is being made solely by means of a prospectus and the accompanying prospectus supplement.  This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

You may get a copy of the preliminary prospectus supplement and accompanying prospectus relating to the Class A common stock for free by visiting IDEA on the SEC website at www.sec.gov.  Alternatively, copies can be obtained from Merrill Lynch & Co., Attention: Prospectus Department, 4 World Financial Center, New York, NY 10080, telephone: 866-500-5408, or from Piper Jaffray & Co., Prospectus Department, 800 Nicollet Mall, Suite 800, Minneapolis, MN 55402, telephone: 612-303-8290 or email: prospectus@pjc.com.

About Seneca Foods Corporation

Seneca Foods is one of the country’s largest processors of canned fruits and vegetables with manufacturing facilities located throughout the United States.  Its products are sold under the Libby’s®, Aunt Nellie’s Farm Kitchen®, Stokely’s®, READ®, and Seneca® labels as well as through the private label and industrial markets.  In addition, under an alliance with General Mills Operations, LLC, a successor to The Pillsbury Company and a subsidiary of General Mills, Inc., Seneca Foods produces canned and frozen vegetables, which are sold by General Mills Operations, LLC under the Green Giant® label.  Seneca Foods’ common stock is traded on the Nasdaq Global Stock Market under the symbols “SENEA” and “SENEB”.

Forward-Looking Statements

Statements that are not historical facts, including statements about management’s beliefs or expectations, are forward-looking statements as defined in the Private Securities Litigation Reform Act (PSLRA) of 1995.  Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.  Among the factors that could cause actual results to differ materially are: general economic and business conditions; cost and availability of commodities and other raw materials such as vegetables, steel and packaging materials; transportation costs; climate and weather affecting growing conditions and crop yields; leverage and the Company’s ability to service and reduce its debt; foreign currency exchange and interest rate fluctuations; effectiveness of the Company’s marketing and trade promotion programs; changing consumer preferences; competition; product liability claims; the loss of significant customers or a substantial reduction in orders from these customers; changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental and health and safety regulations; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as the date hereof.  The Company assumes no obligation to update forward-looking statements.

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO

SHAREHOLDERS AGREEMENT

This Second Amendment, dated as of July 8, 2009 amends the Shareholders Agreement by and among Seneca Foods Corporation, a New York corporation (the "Company") and the parties listed therein, dated as of June 22, 1998, as amended by a First Amendment to Shareholders Agreement dated as of June 30, 2002 (the "Shareholders Agreement").

RECITALS

A.The Company has entered into an Agreement of even date herewith (the "RR Amendment") with Carl Marks Strategic Investments, L.P., Nancy Marks, Marjorie Boas, Carl Marks Strategic Investments III, L.P., Nancy Marks 2003 GRAT, Nancy Marks 2009 CMS-GRAT, Carolyn Marks, Mark and Susan Claster, Andrew and Carol Boas, Linda Katz, Constance Marks, Laura Katz, James Miller, Richard Boas , John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company concerning the rights and obligations of such parties arising under a Registration Rights Agreement, dated as of June 22, 1998, among the Company and certain of such parties (as amended, the "RR Agreement"), including those relating to a "Secondary Offering" (as defined in the RR Amendment) of certain of the Company's securities; and

B.The parties hereto have also agreed, in connection with the transactions contemplated under the RR Amendment, to modify the terms of the Shareholders Agreement as set forth below.

C.Capitalized terms used by not defined herein shall have the meaning set forth in the RR Agreement.

TERMS OF THIS AGREEMENT

NOW, THEREFORE:

1.Notwithstanding anything to the contrary set forth in the Shareholders Agreement, the Shareholders Agreement shall automatically and immediately terminate and be of no further force and effect if the "Selling Shareholders" consummate the sale of any "Owned Shares" or "Additional Owned Shares" (as respectively defined in the RR Amendment) in the Secondary Offering (an “Automatic Termination”).

2.Each of the "Shareholders" (as defined in the Shareholders Agreement) represents and warrants to the Company and the other Shareholders that there are no successors to or assignees of the rights of such Shareholder arising under the Shareholders Agreement.

3.In the event of an Automatic Termination pursuant to the provisions of Section 1 of this Second Amendment, the "Investor Designees" (as defined in Section 5.2 of the Shareholders Agreement) shall immediately resign from all positions held with the Company, including their positions as members of the board of directors and any committee of the board of directors of the Company.  By executing this Agreement, each of the two current "Investor Designees" (Andrew M. Boas and James F. Wilson) hereby irrevocably tender their respective resignations from all such positions with the Company effective upon the date of an Automatic Termination pursuant to Section 1 of this Second Amendment; provided, however, that such resignations shall not take effect unless and until such time as an Automatic Termination takes effect in accordance with the provisions of Section 1 of this Second Amendment.

4.This Second Amendment may be executed and delivered via facsimile or e-mail transmission; and may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

5.This Second Amendment has been negotiated, executed and delivered in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regards to principles of conflicts of law.

6.This Second Amendment, together with the Shareholders Agreement (including the schedules thereto) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.  This Second Amendment and the Shareholders Agreement (including the schedules thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter.

7.This Second Amendment will terminate and be of no further force and effect if no Owned Shares are sold in connection with the Secondary Offering by September 30, 2009.

8.The Company confirms and agrees that if the resignation of the Investor Designees pursuant to Section 3 above becomes effective, then the Investor Designees shall continue to be entitled to indemnification from the Company in connection with any and all claims (including litigation claims, if any) arising in connection with Investor Designees' prior performance and actions as directors of the Company (or members of any committees of the Company’s board of directors), which indemnity rights shall be provided by the Company to the Investor Designees on the same terms and conditions as are in effect on the date that such resignation becomes effective.

9.In the event of an Automatic Termination pursuant to the provisions of Section 1 of this Second Amendment, then each party listed on the signatures pages to this Second Amendment as one of the "Investor Shareholders and Their Transferees" or one of the "Existing Marks Shareholders" irrevocably and unconditionally agrees that thereafter such party shall (i) not oppose any proposal to amend the Company's Certificate of Incorporation to eliminate the existing provisions set forth in Article 10 thereof (the "C of I Amendment") and (ii) vote, or to cause to be voted, all of such party's "Shares" (as defined in the Shareholders Agreement), if any, at any regular or special meeting of shareholders of the Company where the matter arises, or in any written consent executed in lieu of such a meeting of shareholders, in favor of the C of I Amendment.

10.This Second Amendment is binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the day and year first set forth above.

COMPANY:

SENECA FOODS CORPORATION

By:  __Kraig H. Kayser____________________

Name: Kraig H. Kayser

Title:   President and Chief Executive Officer

INVESTOR SHAREHOLDERS AND THEIR TRANSFEREES:

CARL MARKS STRATEGIC INVESTMENTS, L.P.

By:           CMSI GP, LLC, as General Partner

    By: Andrew M. Boas, as Managing Member

By:  ___/s/Andrew M. Boas____________________

Name:    Andrew M. Boas

Title:      Managing Member

CARL MARKS STRATEGIC INVESTMENTS III, L.P.

By:           CMSI III GP, LLC, as General Partner

    By: Andrew M. Boas, as Managing Member

By:  ___/s/Andrew M. Boas____________________

Name:    Andrew M. Boas

Title:      Managing Member

-S--

/s/Carolyn Marks                                                                    /s/Constance Marks

________________________________                       _________________________________

Carolyn Marks                                                                         Constance Marks

/s/Linda Katz                                                                            /s/Andrew M. Boas

________________________________                        _________________________________

Linda Katz                                                                                  Andrew M. Boas

/s/Carol Boas                                                                           /s/Mark Claster

________________________________                         _________________________________

Carol Boas                                                                                 Mark Claster

/s/Susan Claster                                                                       Nancy Marks 2003 GRAT

________________________________                                  

                                                                                                            /s/Nancy Marks

Susan Claster                                                                              By:  ___________________________

Trustee

Nancy Marks 2009 CMS-GRAT

/s/Nancy Marks                                                                      /s/Richard Boas
_______________________________                          _________________________________

Trustee                                                                                     Richard Boas

/s/Laura Katz                                                                              /s/James Miller
_______________________________                              _________________________________

Laura Katz                                                                                    James Miller

-S--

EXISTING MARKS SHAREHOLDERS:

/s/Nancy Marks                                                                              /s/Majorie Boas

________________________________                                _________________________________

Nancy Marks                                                                                   Marjorie Boas

/s/Carolyn Marks

________________________________

Carolyn Marks

EXISTING SHAREHOLDERS:

/s/Arthur S. Wolcott                                                                            /s/Audrey S. Wolcott

_____________________________________                          ____________________________________

Arthur S. Wolcott, Individually and as Trustee                              Audrey S. Wolcott, as Trustee

/s/Kraig H. Kayser                                                                               /s/Susan W. Stuart
_____________________________________                          ____________________________________

Kraig H. Kayser, Individually and as Trustee                                  Susan W. Stuart, Individually and as Trustee

For certain Kayser family trusts                                                                for Alexius Lyle Wadell and Kyle Aaron Wadell

/s/Donald J. Stuart                                                                                 /s/Kurt Kayser

_____________________________________                            ____________________________________

Donald Stuart                                                                                         Kurt Kayser

/s/Karl Kayser                                                                                         /s/Marlyn Kayser

_____________________________________                            _________________________________

Karl Kayser                                                                                             Marilyn W. Kayser

/s/Robert Oppenheimer                                                                        /s/Mark S. Wolcott

_____________________________________                           ___________________________________

Robert Oppenheimer, as Trustee of certain                                      Mark S. Wolcott, Individually and as Trustee

Kayser family trusts                                                                                     for Erin Lorraine Wolcott and Cassandra JeanWolcott

/s/Kari Wolcott                                                                                      /s/Bruce S. Wolcott

_____________________________________                           ____________________________________

Kari Wolcott                                                                                           Bruce S. Wolcott, Individually and as Trustee

    for Kaitlin Kerr Wolcott, Michael StantonWolcott and Paige Strode Wolcott

/s/Constance Wolcott                                                                          /s/Aaron Wadell

_____________________________________                           ____________________________________

Constance Wolcott                                                                                Aaron Wadell

/s/Grace W. Wadell

_____________________________________

Grace W. Wadell, Individually and as Trustee

For Sara Elizabeth Stuart, Jennifer Grace Stuart

and Donald Arthur Stuart

INVESTOR DESIGNEES (SOLELY FOR PURPOSES OF SECTION 3)

/s/Andrew M. Boas

_____________________________________

ANDREW M. BOAS

/s/James F. Wilson

_____________________________________

JAMES F. WILSON

-S--

EX-10.2

Exhibit 10.2

AGREEMENT

AGREEMENT dated as of the 8th day of July, 2009, by and among Seneca Foods Corporation, a New York corporation (the "Company"), Carl Marks Strategic Investments, L.P., a Delaware limited partnership, Nancy Marks and Marjorie Boas ( all such parties, other than the Company, referred to herein as the "Original Selling Shareholders"), Carl Marks Strategic Investments III, L.P., Nancy Marks 2003 GRAT, Nancy Marks 2009 CMS-GRAT, Carolyn Marks, Mark and Susan Claster, Andrew and Carol Boas, Linda Katz, Constance Marks, Laura Katz, James Miller, Richard Boas, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company (all such parties, other than the Original Selling Shareholders, referred to herein as the "Additional Selling Shareholders" and, together with the Original Selling Shareholders, the "Selling Shareholders").

RECITALS:

A.The Company, the Original Selling Shareholders, Uranus Fund, Ltd., CMCO, Inc., Edwin S. Marks and Carl Marks Strategic Investments II LP previously entered into a Registration Rights Agreement, dated as of June 22, 1998 (the "RR Agreement");

B.The Company and the Original Selling Shareholders are the only remaining parties to the RR Agreement;

C.The Original Selling Shareholders have requested that the Company (i) effect the registration under the Securities Act of the Original Selling Shareholders' "Owned Shares" (as defined below) in connection with the proposed Secondary Offering (as defined below) and (ii) permit the Additional Selling Shareholders to also effect the registration under the Securities Act of the Additional Selling Shareholders' "Additional Owned Shares" (as defined below) in connection with the proposed Secondary Offering; and

D.The parties hereto have agreed to various provisions as set forth below concerning their respective rights and obligations under the RR Agreement and this Agreement in connection with such proposed Secondary Offering.

TERMS OF AGREEMENT:

NOW, THEREFORE, in consideration of the premises and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Any capitalized term used but not defined herein shall have the meaning given thereto as set forth in the RR Agreement.

2.

(a)Each Original Selling Shareholder confirms to the Company that such Selling Shareholder is the owner of the shares of the various classes or series of classes of the Company's stock set forth on Schedule A hereto (such shares owned by each applicable Original Selling Shareholder referred to herein as the "Owned Shares"), and that such Original Selling Shareholder does not own or control, and will not own or control as of the date of the consummation of the Secondary Offering, any other shares of the classes or series of classes of the Company's stock set forth on Schedule A, other than such Original Selling Shareholder's Owned Shares.

(b)Each Additional Selling Shareholder confirms to the Company that such Additional Selling Shareholder is the beneficial owner of the shares of the various classes or series of classes of the Company's stock set forth on Schedule B hereto (such shares owned by each applicable Additional Selling Shareholder referred to herein as the "Additional Owned Shares"), and that such Additional Selling Shareholder (other than John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company) does not own or control, and will not own or control as of the date of the consummation of the Secondary Offering, any other shares of the classes or series of classes of the Company's stock set forth on Schedule B, other than such Additional Selling Shareholder's Additional Owned Shares.

3.

(a)Each Original Selling Shareholder confirms that such Original Selling Shareholder has requested (the "Registration Request") that (i) pursuant to the provisions of Section 2.1(a) of the RR Agreement the Company effect the registration under the Securities Act of (A) all of such Original Selling Shareholder's Owned Shares which constitute Class A Common Stock of the Company and (B) all shares of Class A Common Stock of the Company issuable upon the conversion of Owned Shares that are not currently Class A Common Stock of the Company to be sold in an underwritten secondary offering (the "Secondary Offering"), and (ii) the Company in connection with the Secondary Offering also effect the registration under the Securities Act of (A) all of Additional Selling Shareholders' Additional Owned Shares which constitute Class A Common Stock of the Company and (B) all shares of Class A Common Stock of the Company issuable upon the conversion of Additional Owned Shares that are not currently Class A Common Stock of the Company (collectively the "Offered Securities").

(b)The Company and each Selling Shareholder has agreed to take all actions necessary to convert all shares of the Company’s capital stock being sold in the Secondary Offering upon conversion which are not currently Class A Common Stock of the Company into shares of Class A Common Stock of the Company immediately prior to the consummation of the Secondary Offering with respect to such shares pursuant to the terms of the underwriting agreement between the Company, the Selling Shareholders and Merrill Lynch, Pierce, Fenner & Smith, Inc. and Piper Jaffray & Co. as representatives of the several underwriters named therein related to the Secondary Offering (the "Underwriting Agreement");

(c)Each Original Selling Shareholder agrees that the 30 day period referenced in Section 2.1(a)(ii) of the RR Agreement has terminated as of the date of this Agreement;

(d)The Company and each Selling Shareholder agrees that no other securities of the Company shall be included in the Secondary Offering other than the Offered Securities unless the Company and the Original Selling Shareholders shall have consented in writing to the inclusion of such other securities;

(e)Notwithstanding anything to the contrary set forth in the RR Agreement, and subject to the provisions of Section 3(f) below, each of the Selling Shareholders shall severally be responsible for the payment of a pro rata portion of the Registration Expenses arising in connection with the Secondary Offering allocated based on the respective number of Offered Securities of each of the Selling Shareholders sold in the Secondary Offering. The Company shall pay all fees and expenses other than Registration Expenses, if any, incident to the Company’s performance or compliance with the RR Agreement in connection with the Secondary Offering.  All Registration Expenses payable by a Selling Shareholder hereunder shall be promptly paid by such Selling Shareholder upon presentment of an invoice setting forth such Registration Expenses in reasonable detail; and

(f)If the Secondary Offering is not consummated for any reason (i) the Company shall be responsible for the payment of (a) the fees and disbursements of counsel for the Company and of its independent public accountants incurred in connection with such proposed registration (including the expenses of "comfort" letters to be provided by such independent public accountants in connection with such proposed registration), (b) all filing fees with the Commission , the NASDAQ Stock Market, Inc. or the Financial Industry Regulatory Authority and (c) other fees and expenses (other than Registration Expenses) incurred by the Company in connection with such proposed registration and (ii) the Selling Shareholders shall be responsible for the payment (on a pro rata basis determined in accordance with the provisions of Section 3(e) above) of all other Registration Expenses arising in connection with such proposed registration other than those described in immediately preceding clause (i).

4.Subject to the provisions of this Agreement, the Additional Selling Shareholders shall have the rights and be bound by the obligations of a holder of Registrable Securities as set forth in Sections 2.3, 2.4(a), 2.5, 2.7 and 7 of the RR Agreement solely in connection with the Secondary Offering of the Additional Owned Shares.  The Additional Selling Shareholders shall have no other rights or obligations arising under the RR Agreement other than those expressly referenced in the immediately preceding sentence.  Notwithstanding anything to the contrary set forth herein or in the RR Agreement, any request to the Company by John Hancock Life Insurance Company or John Hancock Variable Life Insurance Company (collectively, the "JH Entities") to effect the registration under the Securities Act of (i) any Additional Owned Shares owned by the JH Entities which are not sold in the Secondary Offering or (ii) any other securities of the Company owned by the JH Entities shall be governed by the provisions of the Registration Rights Agreement between the Company and the JH Entities dated as of August 17, 2006 and not the provisions of this Agreement or the RR Agreement.

5.Each Selling Shareholder hereby undertakes and agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a) of the RR Agreement) the Company, each director of the Company, each officer of the Company and each other Person (other than other Selling Shareholders, if applicable) who controls the Company within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged statement in or omission or alleged omission from any registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, prepared in connection with the Secondary Offering if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information provided by such Selling Shareholder for inclusion therein; provided, however, that any such written information shall be limited to the name of each Selling Shareholder, the address of each Selling Shareholder and the information included about each Selling Shareholder in the Selling Shareholder table.

6.

(a)This Agreement shall terminate and be of no further force and effect if no Owned Shares are sold in connection with the Secondary Offering by no later than September 30, 2009.

(b)All rights of the Original Selling Shareholders under the RR Agreement (other than the Original Selling Shareholders' rights under Section 2.1 of the RR Agreement in connection with the Registration Request and Section 2.7 of the RR Agreement in connection with the Secondary Offering) shall automatically terminate upon the sale of all of the Owned Shares in the Secondary Offering.

(c)If the sale of some, but not all, of the Owned Shares in the Secondary Offering is consummated, then the RR Agreement shall be deemed to be amended as of the date of such consummation as follows:

(i)The first sentence of the definition of "Registrable Securities" set forth in Section 3 of the RR Agreement is hereby amended and restated to provide that "Registrable Securities" means (A) any shares of Common Stock issuable upon conversion of any Owned Shares not sold in the Secondary Offering and (B) any securities of the Company issued or issuable with respect to any of the securities described in immediately preceding clause (A) by way of a dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, consolidation, reconstitution or other reorganization or otherwise.

(ii)Notwithstanding anything to the contrary set forth in Section 2.1 of the RR Agreement, the right to request that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (an "Additional Registration Request") shall be subject to the following additional provision:  (A) if an Additional Registration Request is withdrawn in accordance with the provisions of Section 2.1(f) of the RR Agreement then, notwithstanding anything to the contrary set forth in the RR Agreement, (A) the Company shall be responsible for the payment of the fees and disbursements of counsel for the Company and of its independent public accountants incurred in connection with such proposed registration (including (a) the expenses of "comfort" letters to be provided by such independent public accountants in connection with such proposed registration), (b) all filing fees with the Commission, the NASDAQ Stock Market, Inc. or the Financial Industry Regulatory Authority and (c) other fees and expenses (other than Registration Expenses) incurred by the Company in connection with such proposed registration and (B) the Selling Holders of Registrable Securities who made such Additional Registration Request shall be responsible for the payment (on a pro rata basis determined in accordance with the provisions of Section 3(e) above) of all Registration Expenses arising in connection with such proposed registration other than those described in immediately preceding clause (A).

7.The Selling Shareholders represent and warrant to the Company that neither CMOC, Inc. or Uranus Fund, Ltd. nor any successor thereto (i) owns any shares of the Company's securities or (ii) has any continuing rights under the RR Agreement (which rights have permanently terminated).

8.This Agreement, together with the Underwriting Agreement and the RR Agreement (including the exhibits and schedules thereto), is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.  This Agreement, the Underwriting Agreement and the RR Agreement (including the exhibits and schedules thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter.

9.This Agreement has been negotiated, executed and delivered in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regards to principles of conflicts of law.

10.Except as expressly provided herein, the RR Agreement and the rights and obligations of the parties thereto contained therein remain in full force and effect.

11.This Agreement may be executed and delivered via facsimile or e-mail transmission; and may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives hereunto duly authorized as of the date first above written.

SENECA FOODS CORPORATION

By:   /s/Kraig H. Kayser                                                                    

Name:  Kraig H. Kayser

Title:  President and Chief Executive Officer

CARL MARKS STRATEGIC INVESTMENTS, L.P.

By:  CMSI GP, LLC, as General Partner

    By: Andrew M. Boas, as Managing Member

By:/s/Andrew M. Boas                                                                                                                                               

Name:  Andrew M. Boas

Title: Managing Member

CARL MARKS STRATEGIC INVESTMENTS III, L.P.

By:  CMSI III GP, LLC, as General Partner

    By: Andrew M. Boas, as Managing Member

By:/s/Andrew M. Boas                                                                    

Name:  Andrew M. Boas

Title:Managing Member

                                                                                 /s/Nancy Marks 
                                                                                ___________________________

Nancy Marks

-S--

                                                                              /s/Marjorie Boas

                                                                               __________________________

Marjorie Boas

Nancy Marks 2003-GRAT

                                                                                 /s/Nancy Marks 
                                                                                ___________________________

Trustee

Nancy Marks 2009 CMS-GRAT

                                                                                 /s/Nancy Marks 
                                                                                ___________________________

Trustee

                                                                                /s/Carolyn Marks
                                                                                ___________________________

Carolyn Marks

                                                                                /s/Mark Claster

                                                                                ___________________________

Mark Claster

                                                                                /s/Susan Claster

                                                                                ___________________________

Susan Claster

                                                                                /s/Andrew M. Boas

                                                                                ___________________________

Andrew Boas

                                                                                /Carol Boas
                                                                                ___________________________

Carol Boas

                                                                                /s/Linda Katz

                                                                                ___________________________

Linda Katz

-S--

                                                                                /s/Constance Marks

                                                                                ___________________________

Constance Marks

                                                                                 /s/Linda Marks Katz parent of Laura Katz
                                                                                ___________________________

Laura Katz

                                                                                /s/James Miller

                                                                                ___________________________

James Miller

                                                                                /s/Richard Boas

                                                                                ___________________________

Richard Boas

JOHN HANCOCK LIFE INSURANCE COMPANY

By: /s/Bradley A. Pierce                                                                               

                                                                                ___________________________

Name: Bradley A. Pierce                                                                                    

Title: Director                     

JOHN HANCOCK VARIABLE LIFE

  INSURANCE COMPANY

By:/s/Bradley A. Pierce                                                                                                                                                                    

                                                                                ___________________________

Name:Bradley A. Pierce                                                                                                                                                                    

Title:  Authorized Signatory                    

SCHEDULE A

	Convertible Participating Preferred Stock		Class A Common Stock		Class B Common Stock
Carl Marks Strategic Investments, L.P.		2,325,736.00		-		-
Nancy Marks		248,520.00		-		247,304.00
Marjorie Boas		-		25,000.00		25,000.00

SCHEDULE B

	Convertible Participating Preferred Stock		Class A Common Stock		Class B Common Stock
Carl Marks Strategic Investments III, L.P.		30,000.00		-		-
Nancy Marks 2003 GRAT		-		130,000.00		130,000.00
Nancy Marks 2009 CMS-GRAT		-		274,304.00		-
Carolyn Marks		900.00		14,500.00		12,500.00
Mark and Susan Claster		-		53,975.00		53,975.00
Andrew and Carol Boas		-		53,975.00		53,975.00
Linda Katz		1,000.00		14,500.00		12,500.00
Constance Marks		1,000.00		15,500.00		12,500.00
Laura Katz		-		2,000.00		-
James Miller		-		1,000.00		-
Richard Boas		-		8,334.00		8,334.00
John Hancock Life Insurance Company		490,000.00		-		-
John Hancock Variable Life Company		10,000.00		-		-