Exhibit 10.21


[MULTIFOODS LETTERHEAD]                                         Memo



DATE:     September 20, 1996

TO:       Frank W. Bonvino

FROM:     Robert F. Maddocks
          Executive Vice President

SUBJECT:  SUPPLEMENTAL RETIREMENT AGREEMENT 



The intent of this memorandum is to set forth the terms of a 
supplemental benefit arrangement that will be provided to you if your 
employment ends prior to retirement, conditioned upon your acceptance of 
the terms of this arrangement.

The arrangement will provide you with two benefits - a "supplemental 
retirement benefit" and a "severance benefit" - provided that you 
qualify for such benefits.

The supplemental retirement benefit is designed around the Pension 
Equity Plan and the Management Benefit Plan.  The general intent of this 
benefit is to provide you with the early retirement subsidy that you 
would have been entitled to receive under the Pension Equity Plan if you 
were three years older than your actual age.  Because at age sixty-two 
(62) you will be eligible for a full retirement benefit under the 
Pension Equity Plan (unreduced from age sixty-five (65)), you will not 
receive a supplement if your employment ends after that age.  

The severance benefit provides you with a lump-sum payment equal to one 
times your annual base salary.  It may be paid in two installments at 
the discretion of the Company.  

The benefits are "nonqualified" benefits and will be paid from the 
general assets of the Company.  Your rights will be those of a general 
creditor of the Company.

To evidence your acceptance of the terms of this supplemental benefit 
arrangement, please sign this document and return it to me at your 
earliest convenience.  The document is referred to herein as the 
"Agreement."




                                   I

                  Supplemental Retirement Benefit

     1.1  Eligibility.  You will be eligible to receive the 
"supplemental retirement benefit" set forth below if both of the 
following conditions are satisfied:

         (a)  Your termination of employment is initiated by action of 
the Company other than for Cause, by your action for Good Reason, or by 
your action or action of the Company following a Change of Control.

         (b)  Your termination of employment occurs prior to the date on 
which you attain age sixty-two (62).

     1.2  Benefit Amount.  The supplemental retirement benefit will be 
calculated as a monthly benefit and will be equal to "A" minus "B" minus 
"C" below:

      A   =   The monthly benefit to which you would have been entitled 
under the PEP if: 

         (i)  You had elected to have your benefit under the PEP 
calculated under the Grandfathered Formula and paid in the form of a 
single life annuity (regardless of whether you actually make such 
elections),

         (ii)  The limits imposed under Code sections 401(a)(17) and 415 
did not apply to your benefit under the PEP, 

         (iii)  You had twenty-five (25) years of Credited Service under 
the PEP (or your actual number of years of Credited Service if greater 
than twenty-five (25)), and

         (iv)  Your date of birth was five (5) years earlier than your 
actual date of birth; except that, this provision will not cause your 
deemed age to be older than age sixty-two (62).

     minus

     B   =   The monthly benefit payable to you under the MBP because of 
the limits imposed under Code sections 401(a)17 and 415.  

     minus

     C   =   The monthly benefit payable to you under the PEP.

All monthly benefits described above will be expressed in the form of a 
single life annuity starting as of the date you elect to start your 
pension under the PEP.

     1.3  Form of Benefit.  The supplemental retirement benefit will be 
paid to you in the form of a single life annuity with monthly benefit 
payments. However, at the sole discretion of the Company, it may be paid 
in any other form.  If it is paid in any form other than a single life 
annuity, the benefit will be adjusted so that it is the Actuarial 
Equivalent of the benefit that would have been paid as a single life 
annuity.

     1.4  Commencement of Benefit.  The supplemental retirement benefit 
will start as of the same day as the benefit paid to you under the PEP.

     1.5  Spouse Benefit.  If you become eligible for a supplemental 
retirement benefit but you die before the supplemental retirement 
benefit is paid or starts to be paid to you, and you are survived by a 
spouse, that spouse will be entitled to a monthly benefit payable in the 
form of a single life annuity equal to the difference between the 
"qualified preretirement survivor annuity" (as defined in section 
417(c)) that would have been paid under the Grandfathered Formula under 
the PEP if your benefit were as calculated under this Agreement, and the 
actual qualified preretirement survivor annuity payable under the MBP 
and under the Grandfathered Formula under the PEP.  

No survivor benefits are payable with respect to the supplemental 
retirement benefit other than as provided above.  


                                   II

                          SEVERANCE BENEFITS

     2.1  Eligibility.  You will be eligible to receive the severance 
benefit set forth below if your termination of employment is initiated 
by action of the Company other than for Cause, or by your action for 
Good Reason.  

     2.2  Benefit Amount.  The severance benefit will be calculated as a 
single lump-sum benefit, and will be equal to your annual base salary in 
effect immediately prior to your termination of employment.  

     2.3  Form of Benefit.  The severance benefit will be paid to you in 
the form of a single lump-sum payment.  However, at the sole discretion 
of the Company, it may be paid in two installments with the first 
installment being at least equal to the lump-sum amount multiplied by a 
fraction, the numerator of which is the number of full calendar months 
remaining in the calendar year in which your termination of employment 
occurs and the denominator of which is twelve (12).  If paid in 
installments, the second installment will be paid as soon as practicable 
after the end of the calendar year in which your termination of 
employment occurs, and will equal the remaining lump-sum amount.  

     2.4  Payment Date.  The severance benefit (or the first severance 
benefit installment) will be paid to you as soon as administratively 
practicable after your termination of employment.  

     2.5  Survivor Benefit.  If you become eligible for a severance 
benefit but die before the severance benefit is paid in full, the 
benefit (or the remaining portion thereof) will be paid to the first of 
the following persons in order of priority:  (i) your surviving spouse, 
(ii) your surviving children in equal shares, (iii) your estate.  


                                   III

                              MISCELLANEOUS

     3.1  Definitions.  The following terms are used herein:

     (a)  "Actuarial Equivalent" means a benefit of equivalent value 
when computed on the basis of mortality and interest rate assumptions 
recommended by an actuary and approved by the Vice President - Finance 
and Chief Financial Officer or the Vice President  and Controller of the 
Company.

     (b)  "Cause" means:

          (1)  Your willful and continued failure to perform 
substantially your duties with the Company (other than any such failure 
resulting from incapacity due to physical or mental illness), after a 
written demand for substantial performance is delivered to you by the 
Board or the Chief Executive Officer of the Company which specifically 
identifies the manner in which the Board or Chief Executive Officer 
believes that you have not substantially performed your duties; or

          (2)  Your willful engaging in illegal conduct or gross 
misconduct which, in either such case, is materially and demonstrably 
injurious to the Company.

For purposes of this provision, no act or failure to act, on your part, 
shall be considered "willful" unless it is done, or omitted to be done, 
by you in bad faith or without reasonable belief that your action or 
omission was in the best interests of the Company.  Any act, or failure 
to act, based upon authority given pursuant to a resolution duly adopted 
by the Board or upon the instructions of the Chief Executive Officer or 
a senior officer of the Company or based upon the advice of counsel for 
the Company shall be conclusively presumed to be done, or omitted to be 
done, by you in good faith and in the best interests of the Company.  
The cessation of your employment shall not be deemed to be for Cause 
unless and until there shall have been delivered to you a copy of a 
resolution duly adopted by the affirmative vote of not less than three-
quarters of the entire membership of the Board at a meeting of the Board 
called and held for such purpose (after reasonable notice is provided to 
you and you are given an opportunity, together with counsel, to be heard 
before the Board), finding that, in the good faith opinion of the Board, 
you are guilty of the conduct described in subparagraph (1) or (2) 
above, and specifying the particulars thereof in detail.

     (c)  "Change of Control" means:

          (1)  The acquisition by any individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of 
beneficial ownership (within the meaning of Rule 13d-3 promulgated under 
the Exchange Act) of 20% or more of either (i) the then outstanding 
shares of common stock of the Company (the "Outstanding Company Common 
Stock") or (ii) the combined voting power of the then outstanding voting 
securities of the Company entitled to vote generally in the election of 
directors (the "Outstanding Company Voting Securities"); provided, 
however, that for purposes of this subsection (1), the following 
acquisitions shall not constitute a Change of Control:  (i) any 
acquisition directly from the Company, (ii) any acquisition by the 
Company, (iii) any acquisition by any employee benefit plan (or related 
trust) sponsored or maintained by the Company or any corporation 
controlled by the Company, or (iv) any acquisition by any corporation 
pursuant to a transaction which complies with clauses (i), (ii) and 
(iii) of subsection (3) of this section; or

          (2)  Individuals who, as of the date hereof, constitute the 
Board (the "Incumbent Board") cease for any reason to constitute at 
least a majority of the Board; provided, however, that any individual 
becoming a director subsequent to the date hereof whose election, or 
nomination for election by the Company's stockholders, was approved by a 
vote of at least a majority of the directors then comprising the 
Incumbent Board shall be considered as though such individual were a 
member of the Incumbent Board, but excluding, for this purpose, any such 
individual whose initial assumption of office occurs as a result of an 
actual or threatened election contest with respect to the election or 
removal of directors or other actual or threatened solicitation of 
proxies or consents by or on behalf of a Person other than the Board; or

          (3)  Consummation of a reorganization, merger or consolidation 
or sale or other disposition of all or substantially all of the assets 
of the Company (a "Business Combination"), in each case, unless, 
following such Business Combination, (i) all or substantially all of the 
individuals and entities who were the beneficial owners, respectively, 
of the Outstanding Company Common Stock and Outstanding Company Voting 
Securities immediately prior to such Business Combination beneficially 
own, directly or indirectly, more than 60% of, respectively, the then 
outstanding shares of common stock and the combined voting power of the 
then outstanding voting securities entitled to vote generally in the 
election of directors, as the case may be, of the corporation resulting 
from such Business Combination (including, without limitation, a 
corporation which as a result of such transaction owns the Company or 
all or substantially all of the Company's assets either directly or 
through one or more subsidiaries) in substantially the same proportions 
as their ownership, immediately prior to such Business Combination of 
the Outstanding Company Common Stock and Outstanding Company Voting 
Securities, as the case may be, (ii) no Person (excluding any employee 
benefit plan (or related trust) of the Company or such corporation 
resulting from such Business Combination) beneficially owns, directly or 
indirectly, 20% or more of, respectively, the then outstanding shares of 
common stock of the corporation resulting from such Business Combination 
or the combined voting power of the then outstanding voting securities 
of such corporation except to the extent that such ownership existed 
prior to the Business Combination, and (iii) at least a majority of the 
members of the board of directors of the corporation resulting from such 
Business Combination were members of the Incumbent Board at the time of 
the execution of the initial agreement, or of the action of the Board, 
providing for such Business Combination; or

          (4)  Approval by the stockholders of a Company of a complete 
liquidation or dissolution of the Company.

     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Company" means International Multifoods Corporation, and any 
successor (whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of the business 
and/or assets of the Company.

     (f)  "Good Reason" means:

          (1)  The assignment to you of any duties inconsistent in any 
respect with your position (including status, offices, titles and 
reporting requirements), authority, duties or responsibilities, as of 
the effective date of this Agreement or any other action by the Company 
which results in a diminution in such position, authority, duties or 
responsibilities, excluding for this purpose an isolated, insubstantial 
and inadvertent action not taken in bad faith and which is remedied by 
the Company promptly after receipt of notice thereof given by you;

          (2)  Any reduction in your annual base salary as in effect 
immediately prior to the effective date of this Agreement, or, if 
higher, your highest annual base salary in effect at any time after the 
effective date of this Agreement;

          (3)  The Company's requiring you to be based at any office or 
location other than the corporate headquarters office in Minneapolis, 
Minnesota, or any office or location within 50 miles of such location, 
or the Company's requiring you to travel on Company business to a 
substantially greater extent than required immediately prior to the 
effective date of this Agreement; or

          (5)  Any failure by the Company to require any successor 
(whether direct or indirect, by purchase, merger, consolidation or 
otherwise) to all or substantially all of the business and/or assets of 
the Company to assume expressly and agree to perform this Agreement in 
the same manner and to the same extent that the Company would be 
required to perform it if no such succession had taken place.

For purposes of this section, any good faith determination of "Good 
Reason" made by you shall be conclusive.

     (g)  "Grandfathered Formula" means the benefit formula set forth in 
Appendix B of the PEP, which is a continuation of the benefit formula in 
effect under the Employees' Retirement Plan of International Multifoods 
Corporation as of December 31, 1995.

     (h)  "MBP" means the Management Benefit Plan of the Company, as it 
may be amended from time to time.  

     (i)  "PEP" means the Multifoods Pension Equity Plan, as adopted 
January 1, 1996 (as a continuation of the Employees' Retirement Plan of 
International Multifoods Corporation), as it may be amended from time to 
time.

     3.2  Governing Law/Construction.  This Agreement shall be governed 
by and construed in accordance with the laws of the State of Minnesota, 
without reference to principles of conflict of laws.  The captions of 
this Agreement are not part of the provisions hereof and shall have no 
force or effect.  This Agreement may not be amended or modified 
otherwise than by a written agreement executed by the parties hereto or 
their respective successors and legal representatives.

     3.3  No Effect on Employment Rights.  This Agreement is not an 
employment agreement and nothing in this Agreement will confer on you 
the right to be retained in the employ of the Company, or limit any 
right of the Company to discharge you or otherwise deal with you without 
regard to the existence of this Agreement.

     3.4  FICA Taxes/Withholding.  To the extent that benefit accruals 
hereunder are taken into account as amounts deferred under a 
nonqualified deferred compensation plan under Code section 3121(v), and 
thus are subject to tax under Code section 3101 ("FICA"), the Company 
may calculate the amount deferred and withhold against other 
compensation paid to you in any manner determined by it to be 
appropriate under Code section 3121(v). 

     3.5  Other Taxes/Withholding.  The Company may withhold from any 
amounts payable under this Agreement such federal, state, local or other 
taxes as shall be required to be withheld pursuant to any applicable law 
or regulation.

                             * * *

Please indicate your receipt and acceptance of the terms of this 
Agreement by signing one of the enclosed copies and returning it at your 
earliest convenience.



                        INTERNATIONAL MULTIFOODS CORPORATION


                        /s/ Robert F. Maddocks
                        ------------------------------------
                        By:  Robert F. Maddocks
                        Its: Executive Vice President

cc:  R. M. Price
     J. G. Traver
____________________________________________________________

ACCEPTANCE

     I, Frank W. Bonvino, hereby acknowledge receipt of this Agreement 
and wish to accept the supplemental benefit arrangement offered by this 
Agreement.

Dated:  September 27, 1996

                          Frank W. Bonvino


                          /s/ Frank W. Bonvino
                          ----------------------------