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                                                                    EXHIBIT 10.4

                             NINTH AMENDMENT TO THE
                   BIRDS EYE FOODS MASTER HOURLY PENSION PLAN

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     This amendment is adopted by Birds Eye Foods, Inc., a corporation duly
formed and existing under and by virtue of the general Corporate Law of the
State of Delaware (referred to herein as the "Employer").

                                   WITNESSETH

     WHEREAS, the Employer has adopted the Birds Eye Foods Master Hourly Pension
Plan (the "Plan") which was amended and restated effective July 1, 2001, and

     WHEREAS, the Employer has reserved the right pursuant to the provisions of
the Plan to amend it at any time, and

     WHEREAS, the Employer now wishes to amend the Plan to comply with the good
faith amendment requirements of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA") which is to be construed in accordance
with EGTRRA and guidance issued thereunder;

     NOW, THEREFORE, the Plan is hereby amended generally effective as of the
first day of the first plan year beginning after December 31, 2001.

1.   Section 1.6, "Actuarial Equivalent", shall be amended by adding the
     following sentence at the end thereof:

     "Notwithstanding any other Plan provisions to the contrary, effective for
     distributions with an Actual Retirement Date on or after December 31, 2002,
     the mortality table prescribed in Rev. Rul. 2001-62 shall be used for:

     (a)  adjusting any benefit limitation under section 415(b)(2)(B), (C), or
          (D) of the Code as set forth in the Section 5.6 Plan;

     (b)  satisfying the requirements of section 417(e) of the Code as set forth
          in Section 6.1(f) the Plan; and

     (c)  for any other section of the Plan referencing the section 417(e)
          mortality table."

2.   Section 1.14, "Compensation", shall be amended by adding the following
     paragraph to the end thereof:


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     "The Compensation of each Participant taken into account in determining
     retirement benefit accruals in any Plan Year beginning after December 31,
     2001 shall not exceed $200,000, as adjusted for cost-of-living increases in
     accordance with section 401(a)(17)(B) of the Code. The cost-of-living
     adjustment in effect for a calendar year applies to Compensation for the
     determination period that begins with or within that calendar year.
     Compensation means compensation during the Plan Year or such other
     consecutive 12-month period over which Compensation is otherwise determined
     under the Plan (determination period). For Participants who have an hour of
     service after December 31, 2001, for purposes of determining retirement
     benefit accruals in a Plan Year beginning after December 31, 2001,
     Compensation for any prior determination period shall be limited to
     $200,000.

5.   Section 5.5(g)(2) shall be amended by adding the following new paragraph to
     the end thereof:

     "Notwithstanding any other provisions of the Plan, distribution of benefits
     under this Plan shall in all events satisfy the requirements of the Code
     section 401(a)(9) and the regulations thereunder. Effective for
     distributions made after December 31, 2002, the minimum distributions
     required under Section 401(a)(9) of the Code shall be determined in
     accordance with the requirements of the final and temporary regulations
     under section 401(a)(9) of the Code that were issued on April 17, 2002, the
     provisions of which are incorporated herein by reference."

6.   Section 5.6(d) shall be renumbered as 5.6(e), Section 5.6(e) shall be
     renumbered as Section 5.6(f), and a new Section 5.6(d) titled "Adjustment
     to Defined Benefit Dollar Limitation After December 31, 2001" shall be
     added to read as follows:

     "(d) Adjustment to Defined Benefit Dollar Limitation After December 31,
     2001. This subsection (d) shall be effective for Participants who have an
     hour of service on or after the first day of the first Limitation Year
     ending after December 31, 2001.

          (1)  Adjustment for Commencement Before Age 62. If the retirement
               benefit of a Participant commences before age 62, the Defined
               Benefit Dollar Limitation applicable to the Participant at that
               earlier age is the annual retirement benefit payable in the form
               of a straight life annuity beginning at the earlier age that is
               the Actuarial Equivalent of the Defined Benefit Dollar Limitation
               applicable to the Participant at age 62 (adjusted under (3)
               below, if required). The Defined Benefit Dollar Limitation
               applicable at an age before 62 is determined as the lesser of (A)
               the Actuarial Equivalent (at that age) of the Defined Benefit
               Dollar Limitation computed using the interest rate and mortality
               table (or other tabular factor) specified in the Plan and (B) the
               Actuarial Equivalent (at that age) of the Defined Benefit Dollar
               Limitation


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               computed using a five-percent interest rate and the applicable
               mortality table as defined in the Plan. Any decrease in the
               Defined Benefit Dollar Limitation determined in accordance with
               this paragraph (1) shall not reflect a mortality decrement if
               benefits are not forfeited upon the death of the Participant. If
               any benefits are forfeited upon death, the full mortality
               decrement is taken into account.

          (2)  Adjustment for Deferred Retirement. If the retirement benefit of
               a Participant commences after the Participant attains age 65, the
               Defined Benefit Dollar Limitation applicable to the Participant
               at the later age is the annual retirement benefit payable in the
               form of a straight life annuity beginning at the later age that
               is Actuarially Equivalent to the Defined Benefit Dollar
               Limitation applicable to the Participant at age 65 (adjusted
               under (3) below, if required). The Actuarial Equivalent of the
               Defined Benefit Dollar Limitation applicable at an age after 65
               is determined as (A) the lesser of the Actuarial Equivalent (at
               that age) of the Defined Benefit Dollar Limitation computed using
               the interest rate and mortality table (or other tabular factor)
               specified in the Plan and (B) the ctuarial dollar equivalent (at
               that age) of the Defined Benefit Dollar Limitation computed using
               a five percent interest rate assumption and the applicable
               mortality table as defined in the Plan. For these purposes,
               mortality between age 65 and the age at which benefits commence
               shall be ignored.

          (3)  Adjustment for Less Than 10 Years of Benefit Service. If a
               Participant has completed less than ten years of Benefit Service,
               the Defined Benefit Dollar Limitation shall be multiplied by a
               fraction, the numerator of which is the number of years (or part
               thereof) of Benefit Service in the Plan and the denominator of
               which is 10."

7.   Section 5.9(b)(1), "Eligible rollover distribution" shall be amended by
     adding the following sentences to the end thereof:

     "Effective for distributions made after December 31, 2001, a portion of a
     distribution shall not fail to be an eligible rollover distribution merely
     because the portion consists of after-tax employee contributions that are
     not includible in gross income. However, that portion may be paid only to
     an individual retirement account or annuity described in section 408(a) or
     (b) of the Code, or to a qualified defined contribution plan described in
     section 401(a) or 403(a) of the Code that agrees to separately account for
     amounts so transferred, including separately accounting for the portion of
     the distribution that is includible in gross income and the portion that is
     not so includible."


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8.   Section 5.9(b)(2), Eligible retirement plan" shall be amended by adding the
     following sentences to the end thereof:

     "Effective for distributions made after December 31, 2001, an eligible
     retirement plan shall also mean an annuity contract described in section
     403(b) of the Code and an eligible plan under section 457(b) of the Code
     which is maintained by a state, political subdivision of a state, or any
     agency or instrumentality of a state or political subdivision of a state
     and which agrees to separately account for amounts transferred into such
     plan from this Plan. The definition of eligible retirement plan shall also
     apply in the case of a distribution to a surviving spouse, or to a spouse
     or former spouse who is the alternate payee under a qualified domestic
     relations order, as defined in section 414(p) of the Code."

9.   Section Twelve shall be amended by adding a new Section 12.7 titled
     "Modification of Top-Heavy Rules" to read as follows:

     "12.7 Modification of Top-Heavy Rules
     (a)  This section shall apply for purposes of determining whether the Plan
          is a top-heavy plan under section 416(g) of the Code for Plan Years
          beginning after December 31, 2001, and whether the Plan satisfies the
          minimum benefits requirements of section 416(c) of the Code for those
          years.

     (b)  "key employee" shall mean a Participant or former Participant
          (including a deceased Participant) who is at any time during the Plan
          Year that includes the determination date

          (1)  an officer of the Company whose annual Compensation (as defined
               in Section 1.14) exceeds $130,000 (as adjusted under section
               416(i)(1) of the Code for Plan Years beginning after December 31,
               2002),

          (2)  a five percent owner of the Company, or

          (3)  a one-percent owner of the Company having annual Compensation (as
               defined in Section 1.14) of more than $150,000. For purposes of
               this definition, annual Compensation means compensation within
               the meaning of section 415(c)(3) of the Code.

     (c)  This section shall apply for purposes of determining the present
          values of accrued benefits and the amounts of account balances of
          employees as of the determination date.

          (1)  Distributions during year ending on the determination date. The
               present values of accrued benefits and the amounts of account
               balances of an employee as of the determination date shall be
               increased by the distributions made with respect to the employee
               under the Plan and any plan aggregated with the Plan under
               section


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               416(g)(2) of the Code during the one-year period ending on the
               determination date. The preceding sentence shall also apply to
               distributions under a terminated plan which, had it not been
               terminated, would have been aggregated with the Plan under
               section 416(g)(2)(A)(i) of the Code. In the case of a
               distribution made for a reason other than separation from
               service, death, or disability, this provision shall be applied by
               substituting "five-year period" for "one-year period".

          (2)  Employees not performing services during year ending on the
               determination date. The accrued benefits and accounts of any
               individual who has not performed services for the Employer during
               the one-year period ending on the determination date shall not be
               taken into account.

     (d)  For purposes of satisfying the minimum benefit requirements of section
          416(c)(1) of the Code and the Plan, in determining years of service
          with the Company, any service with the Company shall be disregarded to
          the extent that it occurs during a Plan Year when the Plan benefits
          (within the meaning of section 410(b) of the Code) no key employee or
          former key employee."

IN WITNESS WHEREOF, this Amendment has been executed this 27th day of February,
2004.

                                        BIRDS EYE FOODS, INC.


                                        By: /s/ Lois Warlick-Jarvie
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                                        Title: Vice President Human Resources
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