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                                                                   Exhibit 10.31

                               MICHAEL FOODS, INC.
                               SENIOR MANAGEMENT,
                    OFFICERS AND KEY EMPLOYEE INCENTIVE PLAN

                                       I.
                                     PURPOSE
                                     -------

A.   The purpose of the Michael Foods, Inc. Senior Management, Officers and Key
     Employee Incentive Plan (the "Plan") is to incent and reward the officers
     and key employees of the senior management of Michael Foods, Inc. (the
     "Company") for delivering or exceeding their annual operating plan EBITDA
     (earnings before interest, taxes, depreciation and amortization).

B.   The Plan will be effective January 1, 2004, will remain in effect until
     amended or terminated, and supersedes the Michael Foods, Inc. 1994
     Executive Incentive Plan as amended, which has been terminated.

                                       II.
                                 ADMINISTRATION
                                 --------------

A.   The Plan will be administered by the Chief Executive Officer ("CEO") and
     Chief Financial Officer ("CFO") of Michael Foods under the direction of the
     Compensation Committee of the Board of Directors (the "Board").

                                      III.
                                   ELIGIBILITY
                                   -----------

A.   Participation in the Plan will be restricted to those positions that have a
     clear impact on the Company's financial and operating performance.

B.   Eligible participants will include principal officers and select key
     employees of the Company and the Company's operating companies.

C.   Generally, key employees will be defined as those executive positions that
     report to the President of an operating subsidiary or business unit.

D.   Participation will also be limited to officers and key employees who are
     not covered under another approved incentive plan.

                                       IV.
                              INCENTIVE OPPORTUNITY
                              ---------------------

     The size of the maximum incentive award opportunity level will vary by the
     position's responsibility level, as outlined below:

                                                            Maximum Incentive
                                                            Opportunity as a
     Level     Position(s)                               Percent of Base Salary
--------------------------------------------------------------------------------
     I         Principal Officers                                  75%

     II        Non-Officer Key Employees                           50%

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                                       V.
                                 PLAN COMPONENTS
                                 ---------------

The total incentive opportunity will be paid based upon EBITDA achievement
against the target objective as determined by the Compensation Committee
according to the following table:

                            Payout Based on MFI Financial
                              Performance Against Target
                          ---------------------------------
              EBITDA           Level I         Level II
            % of Target          75%             50%
          -------------------------------------------------
                   95.39%          0.00%            0.00%
            95.40%-95.49%          4.26%            2.85%
            95.50%-95.99%          8.53%            5.69%
            96.00%-96.49%         12.79%            8.54%
            96.50%-96.99%         17.05%           11.38%
            97.00%-97.49%         21.32%           14.23%
            97.50%-97.99%         25.58%           17.07%
            98.00%-98.49%         29.85%           19.92%
            98.50%-98.99%         34.11%           22.76%
            99.00%-99.49%         38.37%           25.61%
            99.50%-99.99%         42.64%           28.45%
          100.00%-100.49%         46.90%           31.30%
          100.50%-100.99%         49.71%           33.17%
          101.00%-101.49%         52.52%           35.04%
          101.50%-101.99%         55.33%           36.91%
          102.00%-102.49%         58.14%           38.78%
          102.50%-102.99%         60.95%           40.65%
          103.00%-103.49%         63.76%           42.52%
          103.50%-103.99%         66.57%           44.39%
          104.00%-104.49%         69.38%           46.26%
          104.50%-104.99%         72.19%           48.13%
                  105.00%         75.00%           50.00%

                                       VI.
                ORGANIZATION AND INDIVIDUAL PERFORMANCE MEASURES
                ------------------------------------------------

The following measures of organization performance will be used to determine
actual incentive awards:

   All participants will be awarded an incentive based upon EBITDA target
   achievement. The target will be updated annually to reflect expected growth
   of the Company.

   The incentive plan triggers
   .  EBITDA must meet or exceed minimum threshold.

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                                      VII.
                            ADMINISTRATIVE PROCEDURES
                            -------------------------

A.   Additions of Individuals. All eligible participants must be designated by
     the CEO of the Company as of the beginning of the Plan year.

B.   Establishment of "Target or Maximum" Goals. The CEO retains the right to
     set or adjust the incentive goals based upon an assessment of overall
     business conditions at the beginning of the Plan year, subject to approval
     by the Compensation Committee of the Board.

C.   Adjustments to Targets and/or Goals. The CEO retains the right to adjust
     the targets and/or goals of the Plan based upon an assessment of business
     conditions at the end of the second quarter of the Plan year, subject to
     approval by the Compensation Committee of the Board.

D.   Down Earnings Year. No cash incentive shall be paid to a participant if the
     Company has a decline in EBITDA for the Plan year, except at the discretion
     of the CEO with the approval of the Compensation Committee of the Board.

E.   Termination/Death/Disability. Plan participants must be in the employ of
     the Company on the day the incentive award is actually paid in order to be
     eligible for incentive award payments except at the discretion of the CEO.
     However, should a participant die or become disabled, the incentive award
     for the year in which such death or disability occurs shall be prorated by
     the number of months of service during the applicable Plan year and shall
     be paid to the participant or the participant's estate, as the case may be.

F.   Change in Position. Eligible employees under the Plan who have a change in
     position during a Plan year will have their incentive award calculated
     under the Plan award levels for both positions, prorating the incentive
     award by the months of service at each level.

G.   Exceptions. In each instance, exceptions must be approved in advance by the
     appropriate officer and the CEO of the Company, and must be submitted to
     the Compensation Committee of the Board for their concurrence.

                                      VIII.
                            AMENDMENT AND TERMINATION
                            -------------------------

The Plan may be changed or terminated at any time at the discretion of the
President/CEO of Michael Foods, subject to approval by the Compensation
Committee of the Board. No such amendment or termination shall, however,
adversely affect the rights of any participant (without his/her prior consent)
with regard to any award previously earned.

                                       IX.
                          RIGHT TO CONTINUED EMPLOYMENT
                          -----------------------------

No participant shall have any claim or right to be granted an incentive (bonus)
award under this Plan and the granting of an incentive (bonus) award shall not
be construed as giving the participant the right of continued employment with
the Company. The Company further reserves the right to dismiss a participant at
any time, with or without cause, free from any claim or liability other than
provided under this Plan document.

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