Massachusetts Shareholders Group

February 10, 2000

Re: Ocean Spray Annual Meeting

Fellow Grower-Owners:

You have been asked by the current Ocean Spray Board to support the official proxy all growers received in the mail. "Alternate" proxies are being circulated that solicit shareholders to appoint Craige I. Scott and Stephen D. Gebhardt of Wisconsin and Howard B. Burke, Jr. and Peter D. Beaton of Massachusetts as "attorneys in fact and proxies of the undersigned," for the Special Meeting and Annual Meetings, Feb. 23, 2000, in San Antonio. The WI "alternate" proxy is being circulated on the pretense that there is a movement in MA to unseat WI Directors, and that the "company slate" might "force" a "precipitous sale" of Ocean Spray. Both of those stories are completely false. MA has not meddled in other regions and no faction, not even the full Board, can "force" a transaction. A supermajority vote is required.

The main differences between the "alternate" proxy and the "official" proxy are:

1. The "alternate" proxy designates the "attorneys" of the proxies the liberty to fill in blank votes as the attorneys see fit. The "official" proxy, if duly signed, counts blank votes as votes "FOR" the measure.
2. Under item 6 on the Annual Meeting agenda, the official proxy lists Board-recommended "company slates" for Directors for both the 12 member Board or the 25 member Board (in the event that Board reduction fails at the Special Meeting). Each "company slate" lists the nominees elected in the local growing regions, in keeping with longstanding Ocean Spray policy. There is an asterisk next to Stephen V. Lee III, which refers to Item 5, a proposed change in the certificate of incorporation, in order to settle a one-time, local New Jersey dispute.

On the "alternate" proxy, the list of Director nominees for the 12 member Board deletes two of the local winners in Massachusetts and substitutes two losers; deletes the local winner in WA/OR and substitutes the loser; and deletes the asterisk next to Mr. Lee and the paragraph referring to Item 5.

The "alternate" list for the 25 member Board leaves in the Oregon nominee from the January election after deleting his name from the 12 member Board in an election he actually won. The fourth largest vote-getter in the November Massachusetts election is left in, but the three largest vote-getters are deleted; in their places are the two lowest vote-getters and the name of the new CEO. The inclusion of the CEO on a 25 member Board seems peculiar, since the Search Committee reported last fall that reducing the Board size was a stipulation of the CEO candidates. This week the CEO himself has recommended a vote for the smaller Board.

In short, this "alternate" proxy is an attempt by a renegade faction of growers and ex-Directors to override the policy of having each area elect its own Directors and instead select a slate nationally -- in this case, with several recent losers re-inserted in the ballot. Incumbent Directors defeated in local elections but re-inserted in the two "alternate" slates include the Chairman, the Vice-Chairman, the Chairmen of the Steering Committee and Audit Committee and the Co-Chairman of the Search Committee. Local growers rejected their current leaders for obvious reasons. These defeated Directors who reappear as the "alternate" substitutions are all long-term Directors who were well-known by their constituents and were rejected by those constituents as a result of Ocean Spray's decline.

It is extremely disturbing that this "alternate" proxy slate has garnered support from sitting Directors who recommended the "official" proxy. Several "lame duck" Directors are now canvassing MA and WI soliciting support for the "alternate" ballot. Are they telling the growers to vote one way while they vote another way, against their official recommendations? After many years of emphasizing the need for "unity" a renegade Board faction is undermining the Board itself. What can the growers believe? Who can they believe? How can the Board possibly regain the trust of growers -- a need mentioned by both Bain Consulting and the new CEO -- by a back-door effort to reverse local voting results? When Bain insisted last December on the need to "transform the inward-looking company culture," it is hard to imagine that reinstating defeated Directors in defiance of local growers is what Bain had in mind.

How can current, former or defeated Board members be preoccupied with nursing grudges and evening scores at a time like this? How can any loyal grower think about anything other than helping the new CEO rescue Ocean Spray from this terrible predicament?

Growers should remember that you may revoke a proxy you have turned in and re-cast your vote, right up to the time of the meeting. If you have voted, or considered the alternate slate, there is still time to change your mind. Growers can still help to revive the Board's integrity, encourage them to rediscover a sense of fiduciary responsibility to the shareholders and move Ocean Spray ahead to a brighter future. Cooperative ethics demand no less.

Sincerely,

Thomas A. Gelsthorpe

Ron Drollett

Dave Ross

Ed Gelsthorpe