Exhibit 10.9

SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF

INTERNATIONAL MULTIFOODS CORPORATION

Amended and Restated Effective January 1, 2004

---



SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF  INTERNATIONAL MULTIFOODS CORPORATION

SECTION 1.  DECLARATION

1.1   The
Supplemental Deferred Compensation Plan of International Multifoods Corporation was established as of April 1, 1997, as a means of providing deferred
compensation benefits to a select group of executives of International Multifoods Corporation and its consolidated subsidiaries whose pre-tax contributions are otherwise limited under the
VISA Plan.

1.2   This
January 1, 2004 restatement shall apply to Participants with Accounts in the Plan on or after that date.

1.3   This
Plan has been established and will be maintained as a non-qualified form of executive deferred compensation, in accordance with Section 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.

SECTION 2.  DEFINITIONS

2.1   The
terms defined in this Section 2 shall, for all purposes of this Plan, have the meanings herein specified, unless the context expressly or by necessary
implication otherwise requires:



---





2

---





SECTION 3.  ELIGIBILITY AND VESTING

3.1ELIGIBILITY



3

---





3.2VESTING

A
Participant shall at all times have a fully vested and nonforfeitable interest in his or her Account under the Plan.

SECTION 4.  ACCOUNT CREDITS AND CHARGES

4.1DEFERRED COMPENSATION CREDITS



The
Account of each Participant shall be credited as of the last day of each calendar quarter during the year with the amount deferred by the Participant for such calendar quarter.

A
Participant who wishes to defer amounts hereunder for a calendar year must execute a salary reduction agreement and file the same with Multifoods prior to the first day of the calendar
year (or, in the case of an employee who commences participation during the calendar year, prior to date on which he or she commences participation). Such salary reduction agreement shall be
irrevocable for the calendar year. An election made by a Participant for a calendar year shall continue in effect for the next and subsequent calendar years until revoked or modified by the
Participant prior to the first day of a calendar year.

4.2MATCHING CREDITS



4

---





4.3INTEREST CREDITS

The
Account of each Participant (and each subaccount thereunder) shall be credited as of the last day of each calendar quarter during the year with interest at a rate equal to one
quarter of the annual rate reported for such date (or the next preceding business day) in the Federal Reserve Statistical Release as the yield on U.S. Treasury bills with a constant maturity of
10 years. Such interest shall be credited based on the balance of the Account (or subaccount) as of the first day of the calendar quarter,
reduced by any withdrawals or distributions made from the Account (or subaccount) during the calendar quarter (but not increased for deferred compensation or matching credits made for the calendar
quarter).

4.4DISTRIBUTION/WITHDRAWAL CHARGE

The
Account of each Participant shall be charged with any distribution or withdrawal as of the date of the distribution or withdrawal.

SECTION 5.  BENEFITS

5.1BENEFIT PAYABLE TO PARTICIPANT



5

---





5.2BENEFIT PAYABLE UPON DEATH

If
a Participant dies before full payment of the balance of his or her Account under this Plan, the remaining balance shall be paid to his or her beneficiary as soon as administratively
practicable after the Participant's death. Such balance shall be paid in a single lump-sum payment.

A
Participant's "beneficiary" for this purpose means any person (including a trust) designated in writing by the Participant to receive the death benefit payable under this Plan. If no
such designation is made by the Participant, or if such designation fails, in whole or in part, by reason of the prior death of such person or for any other cause, then the Participant's "beneficiary"
shall mean the surviving spouse of the Participant, if one shall then survive; or, if not, then the surviving issue of the Participant per stirpes and not per capita; or, if no issue survive the
Participant, then the executor, administrator or personal representative of the estate of the deceased Participant.

5.3HARDSHIP WITHDRAWALS

If
a Participant demonstrates to the satisfaction of the Committee that he or she is facing a financial hardship (as defined below), he or she may withdraw in a single
lump-sum all or any portion of his or her Account.

A
"financial hardship" for this purpose means a need that is determined by the Committee to be an immediate and heavy financial need that arises from an unforseen emergency affecting the
Participant and that cannot be satisfied through other resources that are reasonably available to the Participant.

5.4CHANGE IN CONTROL OF THE COMPANY

Notwithstanding
any provisions to the contrary contained in this Plan, upon the occurrence of a Change in Control of the Company, the fact and the date ("Date") of which is to be
determined finally and conclusively by the Chief Executive Officer of the Company or by the Vice-PresidentFinance and Chief Financial Officer of the Company, to be evidenced
by a letter signed by such officer, addressed and delivered to the Committee, the Company shall pay, or cause to be paid, to each Affected Participant under this Plan in lieu of any
benefits (excluding benefits paid to any Affected Participant prior to the Date of a Change in Control of the Company) payable pursuant to Sections 5.1 through 5.3 hereof, automatically and
simultaneously, without any further action, determination or notice of any kind, a lump sum in an amount equal to the balance (or the remaining balance) of his or her Account under this Plan.

If
a Change in Control of the Company occurs and both the Chief Executive Officer of the Company and the Vice President-Finance and Chief Financial Officer of the Company fail, for any
reason whatsoever, to sign, address and deliver to the Committee the letter described above in this Section 5.4, such failure shall not affect in any manner the obligation of the Company or the
full right, title and interest of each Affected Participant under this Plan to receive from the Company the full amount of the lump sum payment determined and calculated in accordance with the
forgoing provisions of this Section 5.4, subject to adjustment pursuant to the provisions of Section 5.5 hereof; and the entitlement of each Affected Participant to receive such sum from
the Company shall be valid and enforceable by each Affected Participant in any state or federal court having jurisdiction thereof.

5.5PARACHUTE PAYMENTS

In
the event it shall be determined that any payment by the Company to or for the benefit of the Participant hereunder determined without regard to any additional payments required under
this Section 5.5 (a "Payment") would be subject to the excise tax imposed by Code section 4999 or any interest or penalties are incurred by the Affected Participant with respect to such
excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Affected Participant shall be entitled to receive an
additional payment (a "Gross-Up

6

---



Payment")
in an amount such that after payment by the Affected Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any
income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Affected Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

For
purposes of these calculations, all applicable amounts shall be determined by the Company's independent auditors.

SECTION 6.  LIABILITY OF COMPANY

6.1    The
benefits of this Plan shall be paid by Multifoods or any of its consolidated subsidiaries or by a trust established by the Company for this purpose. The amounts of
all benefits under the Plan, shall be provided for in such manner and form as shall be approved, from time to time, by the Board of Directors or the Committee, to assure that funds will be available
to pay all such amounts when due, to Participants under the Plan.

6.2    A
Participant who has a benefit under this Plan shall be an unsecured general creditor of the Company as to the payment of any benefit under the Plan.

SECTION 7.  ADMINISTRATION

7.1    Except
for the functions reserved to the Company, the Board of Directors of the Company, the Chairman of the Board of Directors of the Company or a trustee, if any,
appointed by the Company, the administration of the Plan shall be the responsibility of the Committee.

7.2    The
Committee shall have the power and the duty to take all actions necessary and proper to carry out the provisions of this Plan. The determinations of the Committee
shall be final and binding, unless the Board of Directors of Multifoods modifies or reverses the determination made by the Committee.

7.3    In
administering the Plan, the Committee shall:



7.4    The
Committee may appoint a person or persons to act in the day-to-day administration of the Plan, which person or persons may or may not be a
Participant or a member of the Committee.

7.5    Except
in circumstances involving bad faith, no member of the Committee, the Board of Directors of the Company or the Chairman of the Board of Directors of the Company,
or any person assisting in the Plan administration, shall be liable, in respect to this Plan, for any act whether of commission or omission taken by any other member of the Committee, officer, agent
or employee of

7

---



the
Company or any of its consolidated subsidiaries, or for anything done or omitted to be done by any member of the Committee, officer, agent or employee of the Company. Any person claiming under
this Plan shall look solely to the Company for redress.

SECTION 8.  AMENDMENT AND TERMINATION

8.l    The
Board of Directors of the Company shall have the power to suspend or terminate this Plan in whole or in part at any time, and from time to time to extend, modify,
amend or revise this Plan in such respects as the Board of Directors of Multifoods by resolution may deem advisable; provided that no such extension, modification, amendment or revision shall deprive
a Participant or any beneficiary designated by a Participant, of any portion of his or her Account under this Plan determined as of the date of such action. Notwithstanding the foregoing, any
amendment of Section 4.3 regarding the rate used for interest credits may apply to all interest credits after the date the amendment is adopted, including credits with respect to existing
Account balances. The fact that a director is, has been, or will be a Participant in this Plan shall not disqualify such Participant from voting as a director for or against an extension,
discontinuance, modification, amendment or revision of this Plan or any part thereof.

8.2    The
Company intends to continue this Plan indefinitely, but nevertheless assumes no contractual obligation, other than as specifically provided herein, beyond the
guarantee of the benefits payable under this Plan.

8.3    If
this Plan is terminated by the Board of Directors of Multifoods under and pursuant to the provisions of this Section 8, the balance of the Participant's
Account determined as of the date of termination shall be paid in the form of a single lump-sum payment as soon as administratively practicable following the termination of the Plan.
Payment of a lump-sum shall be in full satisfaction of all benefits otherwise payable under this Plan.

SECTION 9.  MISCELLANEOUS

9.l    This
Plan is not a contract between the Employer and any Participant or beneficiary, and nothing herein shall affect the right of the Employer to discharge an Employee.

9.2    Except
to the extent required by law, no benefit hereunder shall be subject to anticipation, alienation, garnishment, sale, pledge, transfer, encumbrance, judgment or
damage. Any attempt at such
may cause the Committee to cancel the benefit, or pay it otherwise for the use of the Participant or beneficiary.

9.3    If
the Committee determines that a person entitled to benefits hereunder is incompetent, it may cause benefits to be paid to another person for the use of the
Participant or beneficiary, in total discharge of the Plan's obligations.

9.4    The
provisions of the Plan shall be construed and governed under the laws of the State of Minnesota, unless and except as preempted by federal law; provided, however,
that the provisions of any trust agreement relating to a trust established for the purpose of accumulating assets to assist the Company in fulfilling the obligations of the Company under this Plan
shall be construed and under the laws of the jurisdiction stated in such trust agreement.

9.5    In
determining entitlement to benefits and in calculating the amount of any credits to Participants and benefits payable to Participants under this Plan which are based
or predicated upon the VISA Plan, the terms and conditions (including, without limitations, any provisions governing payment options available to Participants) of the VISA Plan shall govern and
control, except as specifically provided otherwise in this Plan.

8

---



QuickLinks