EXHIBIT 10.28

                         FOODBRANDS AMERICA, INC.

                          NON-EMPLOYEE DIRECTORS'
                     DEFERRED STOCK COMPENSATION PLAN


                                 ARTICLE I

                        PURPOSE AND EFFECTIVE DATE

          1.1  Purpose.  The Foodbrands America, Inc.
Non-Employee Directors' Deferred Stock Compensation Plan (the
"Plan") is intended to advance the interests of the Company and
its shareholders by providing a means to attract and retain
highly-qualified persons to serve as non-employee Directors and
to promote ownership by non-employee Directors of a greater
proprietary interest in the Company, thereby aligning such
Directors' interests more closely with the interests of
shareholders of the Company.

          1.2  Effective Date.  This Plan shall become effective
April 27, 1995 subject to approval of the shareholders of the
Company by the affirmative vote of a majority of Shares present,
or represented, and entitled to vote on the subject matter, at
the 1996 Annual Meeting of Shareholders of the Company at which a
quorum is present or by a written consent of the holders of a
majority of the Company's then outstanding Shares.

                                ARTICLE II

                                DEFINITIONS

          The following terms shall be defined as set forth
below:

          2.1  "Board" means the Board of Directors of the
Company.

          2.2  "Committee" means the Compensation Committee of
the Board.

          2.3  "Company" means Foodbrands America, Inc., a
Delaware corporation, or any successor thereto.

          2.4  "Deferral Date" means the date Fees would
otherwise have been paid to the Participant.

          2.5  "Director" means any individual who is a member of
the Board.

          2.6  "Exchange Act" means the Securities Exchange Act
of 1934, as amended.  References to any provision of the Exchange
Act include rules thereunder and successor provisions and rules
thereto.

          2.7  "Fair Market Value" means the closing sales price
for the Shares on the relevant date, or (if there were no sales
on such date) the closing sales price on the nearest day before
or the nearest day after the relevant date, as reported in The
Wall Street Journal or a similar publication selected by the
Committee.

          2.8  "Fees" means all or part of any retainer and/or
fees payable to a non-employee Director in his or her capacity as
a Director.

          2.9  "Participant" means a non-employee Director who
defers Fees under Article VI of this Plan.

          2.10 "Reconciliation Events" means certain events which
cause the amount of Fees actually paid during a Plan year to
differ from the amount of Fees credited pursuant to Section 6.4,
including, but not limited to, the following:  an increase or
decrease in Fees paid, additional meetings held, missed
attendance at certain meetings, newly elected directors and
Terminations of Service which occur prior to the end of the Plan
year.

          2.11 "Secretary" means the Corporate Secretary or any
Assistant Corporate Secretary of Foodbrands America, Inc.

          2.12 "Shares" means shares of the common stock of
Foodbrands America, Inc., par value $.01 per share, or of any
successor corporation or other legal entity adopting this Plan.

          2.13 "Stock Units" means the credits to a Participant's
Stock Unit Account under Article VI of this Plan, each of which
represents the right to receive one Share upon settlement of the
Stock Unit Account.

          2.14 "Stock Unit Account" means the bookkeeping account
established by the Company pursuant to Section 6.4.

          2.15 "Termination Date" means the date the Plan
terminates pursuant to Section 12.8.

          2.16 "Termination of Service" means termination of
service as a Director in any of the following circumstances:

               (a)  Where the Participant voluntarily resigns or
retires;

               (b)  Where the Participant is not re-elected (or
elected in the case of an appointed Director) to the Board by the
shareholders; or

               (c)  Where the Participant dies.


                                ARTICLE III

                      SHARES AVAILABLE UNDER THE PLAN

          Subject to adjustment as provided in Article X, the
maximum number of Shares that may be distributed in settlement of
Stock Unit Accounts under this Plan shall not exceed 150,000. 
Such Shares may include authorized but unissued Shares or
treasury Shares.
                                 ARTICLE IV

                              ADMINISTRATION

          4.1  This Plan shall be administered by the Board's
Compensation Committee, or such other committee or individual as
may be designated by the Board.  Notwithstanding the foregoing,
no Director who is a Participant under this Plan shall
participate in any determination relating solely or primarily to
his or her own Shares, Stock Units or Stock Unit Account.

          4.2  It shall be the duty of the Committee to
administer this Plan in accordance with its provisions and to
make such recommendations of amendments or otherwise as it deems
necessary or appropriate.

          4.3  The Committee shall have the authority to make all
determinations it deems necessary or advisable for administering
this Plan, subject to the limitations in Section 4.1 and other
explicit provisions of this Plan.


                                 ARTICLE V

                                ELIGIBILITY

          5.1  Each Director who is not an employee of the
Company shall be eligible to defer Fees under Article VI of this
Plan.

          5.2  If such Director subsequently becomes an employee
of the Company (or any of its subsidiaries), but does not incur a
Termination of Service, such Director shall (a) continue as a
Participant with respect to Fees previously deferred and (b)
cease eligibility with respect to all future Fees, if any, earned
while an employee.


                                ARTICLE VI

                DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS

          6.1  General Rule.  Each Director may, in lieu of
receipt of Fees, defer such Fees in accordance with this Article
VI, provided that such Director is eligible under Article V of
this Plan to defer such Fees at the date any such Fees are
otherwise payable.

          6.2  Timing of Election.  Each eligible Director who
wishes to defer Fees under this Plan must make an irrevocable
written election at least six (6) months prior to the start of
the calendar year for which the Fees would otherwise be paid;
provided, however, that with respect to (a) any election made by
a newly-elected or appointed Director ("New Director Elections")
and (b) any elections made by Directors with respect to Fees paid
in 1995 ("1995 Elections"), the following special rules shall
apply:  (i) with respect to any New Director Elections, the
Company shall hold such deferred Fees (without interest) and
credit them pursuant to Section 6.4 on or as of the date which
follows by six months such deferral election and (ii) with
respect to any 1995 Elections, such elections shall be effective
for any Fees paid on the date the election was made and the
Company shall hold such deferred Fees (without interest) and
credit them pursuant to Section 6.4 on or as of the date on which
the shareholders of the Company approve the Plan in accordance
with Section 1.2; provided, however, the Fair Market Value used
to determine the number of Stock Units to be credited shall be
the Fair Market Value as of the date the election was made.  An
election by a Director shall be deemed to be continuing and
therefore applicable to Fees to be paid in future years unless
the Director revokes or changes such election by filing a new
election form by the due date for such form specified in this
Section 6.2.

          6.3  Form of Election.  An election shall be made in a
manner satisfactory to the Secretary.  Generally, an election
shall be made by completing and filing the specified election
form with the Secretary of the Company within the period
described in Section 6.2.  At minimum, the form shall require the
Director to specify the following:

               (a)  a percentage (in 25% increments), not to
exceed an aggregate of 100% of the Fees to be deferred under this
Plan; and

               (b)  the manner of settlement in accordance with
Section 7.2.

          6.4  Establishment of Stock Unit Account.  The Company
will establish a Stock Unit Account for each Participant.  All
Fees deferred pursuant to this Article VI shall be credited to
the Participant's Stock Unit Account as of the Deferral Date and
converted to Stock Units as follows:  The number of Stock Units
shall equal the deferred Fees divided by the Fair Market Value of
a Share on the Deferral Date, with fractional units calculated to
three (3) decimal places.

          6.5  Credit of Dividend Equivalents.  As of each
dividend payment date with respect to Shares, each Participant
shall have credited to his or her Stock Unit Account an
additional number of Stock Units equal to:  the per-share cash
dividend payable with respect to a Share on such dividend payment
date multiplied by the number of Stock Units held in the Stock
Unit Account as of the close of business on the record date for
such dividend divided by the Fair Market Value of a Share on such
dividend payment date.  If dividends are paid on Shares in a form
other than cash, then such dividends shall be notionally
converted to cash, if their value is readily determinable, and
credited in a manner consistent with the foregoing and, if their
value is not readily determinable, shall be credited "in kind" to
the Participant's Stock Unit Account.

          6.6  Reconciliations.  Since the Company will pay Fees
in advance as of January 1 for each Plan year, except for 1995
Fees, the remainder of which will be paid as of the effective
date of the Plan, Reconciliation Events may occur.  The Company
shall record all Reconciliation Events and, as soon as reasonably
practicable after the end of each Plan year or after a
Termination of Service, make appropriate adjustments to each
Participant's Stock Unit Account to reflect such Reconciliation
Events; provided, however, the Fair Market Value used to
determine such adjustments shall be the same Fair Market Value
used to determine the number of Stock Units credited to such
Participant's Stock Unit Account at the beginning of the Plan
year in which such Reconciliation Events occurred.


                                ARTICLE VII

                         SETTLEMENT OF STOCK UNITS

          7.1  Settlement of Account.  The Company will settle a
Participant's Stock Unit Account in the manner described in
Section 7.2 as soon as administratively feasible following the
earlier of (i) notification of such Participant's Termination of
Service or (ii) the Termination Date.

          7.2  Payment Options.  An election filed under Article
VI shall specify whether the Participant's Stock Unit Account is
to be settled by delivering to the Participant (or his or her
beneficiary) the number of Shares equal to the number of whole
Stock Units then credited to the Participant's Stock Unit
Accounts, in (a) a lump sum, or (b) substantially equal annual
installments over a period not to exceed ten (10) years.  If,
upon lump sum distribution or final distribution of an
installment, less than one whole Stock Unit is credited to a
Participant's Stock Unit Account, cash will be paid in lieu of
fractional shares on the date of such distribution.

          7.3  Continuation of Dividend Equivalents.  If payment
of Stock Units is deferred and paid in installments, the
Participant's Stock Unit Account shall continue to be credited
with dividend equivalents as provided in Section 6.5.

          7.4  In Kind Dividends.  If any "in kind" dividends
were credited to the Participant's Stock Unit Account under
Section 6.5, such dividends shall be payable to the Participant
in full on the date of the first distribution of Shares under
Section 7.2. 


                               ARTICLE VIII

                              UNFUNDED STATUS

          The interest of each Participant in any Fees deferred
under this Plan (and any Stock Units or Stock Unit Account
relating thereto) shall be that of a general creditor of the
Company.  Stock Unit Accounts, and Stock Units (and, if any, "in
kind" dividends) credited thereto, shall at all times be
maintained by the Company as bookkeeping entries evidencing
unfunded and unsecured general obligations of the Company.

                                ARTICLE IX

                        DESIGNATION OF BENEFICIARY

          Each Participant may designate, on a form provided by
the Committee, one or more beneficiaries to receive the Shares
described in Section 7.2 in the event of such Participant's
death.  The Company may rely upon the beneficiary designation
last filed with the Committee, provided that such form was
executed by the Participant or his or her legal representative
and filed with the Committee prior to the Participant's death.


                                 ARTICLE X

                           ADJUSTMENT PROVISIONS

          In the event any recapitalization, reorganization,
merger, consolidation, spin-off, combination, repurchase,
exchange of shares or other securities of the Company, stock
split or reverse split, or similar corporate transaction or event
affects Shares such that an adjustment is determined by the Board
or Committee to be appropriate to prevent dilution or enlargement
of Participants' rights under this Plan, then the Board or
Committee will, in a manner that is proportionate to the change
to the Shares and is otherwise equitable, adjust the number or
kind of Shares to be delivered upon settlement of Stock Unit
Accounts under Article VII.


                                ARTICLE XI

                        COMPLIANCE WITH RULE 16b-3

          Subject to Section 6.2, it is the intent of the Company
that this Plan comply in all respects with applicable provisions
of Rule 16b-3 under the Exchange Act in connection with the
deferral of Fees.  Thus, other provisions of this Plan
notwithstanding, if any deferral of Fees would occur less than
six (6) months after the Participant filed an irrevocable
election which would result in such deferral and at a time that
the Company's employee benefit plans are being operated in
conformity with Rule 16b-3 as adopted and in effect, such
deferral election may be modified in a manner consistent with the
special rule described in Section 6.2 or in any other manner
consistent with Rule 16b-3 as then applicable to any transaction
by a Participant subject to Section 16 of the Exchange Act, or
would cause any Participant or Director to no longer be deemed a
"disinterested person" within the meaning of Rule 16b-3, such
provision will be construed or deemed amended to the extent
necessary to conform to such requirements with respect to such
Participant or Director.


                                ARTICLE XII

                            GENERAL PROVISIONS

          12.1 No Right to Continue as a Director.  Nothing
contained in this Plan will confer upon any Participant any right
to continue to serve as a Director.

          12.2 No Shareholder Rights Conferred.  Nothing
contained in this Plan will confer upon any Participant any
rights of a shareholder of the Company unless and until Shares
are in fact issued or transferred to such Participant in
accordance with Article VII.

          12.3 Change to the Plan.  The Board may amend, alter,
suspend, discontinue, extend, or terminate the Plan without the
consent of shareholders or Participants, except that any such
action will be subject to the approval of the Company's
shareholders at the next annual meeting of shareholders having a
record date after the date such action was taken if such
stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated
quotation system on which the Shares may then be listed or
quoted, or if the Board determines in its discretion to seek such
shareholder approval; provided, however, that, without the
consent of an affected Participant, no such action may materially
impair the rights of such Participant with respect to any Stock
Units credited to his or her Stock Unit Account; and provided,
however, that any "plan provision" referred to in Rule
16b-3(c)(2)(ii)(B) under the Exchange Act, shall not be amended
more than once every six months, other than to comport with
changes in the Internal Revenue Code or the Exchange Act or the
rules thereunder.

          12.4 Consideration; Agreements.  The consideration for
Shares issued or delivered in lieu of payment of Fees will be the
Director's service during the period to which the Fees paid in
the form of Shares related.

          12.5 Compliance with Laws and Obligations.  The Company
will not be obligated to issue or deliver Shares in connection
with this Plan in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any
other federal or state securities law, any requirement under any
listing agreement between the Company and any national securities
exchange or automated quotation system or any other laws,
regulations, or contractual obligations of the Company, until the
Company is satisfied that such laws, regulations, and other
obligations of the Company have been complied with in full. 
Certificates representing Shares delivered under the Plan will be
subject to such stop-transfer orders and other restrictions as
may be applicable under such laws, regulations, and other
obligations of the Company, including any requirement that a
legend or legends be placed thereon.

          12.6 Limitations on Transferability.  Stock Units and
any other right under the Plan that may constitute a "derivative
security" as generally defined in Rule 16a-1(c) under the
Exchange Act will not be transferable by a Participant except by
will or the laws of descent and distribution (or to a designated
beneficiary in the event of a Participant's death); provided,
however, that such rights may be transferred to one or more
trusts or other beneficiaries during the lifetime of the
Participant in connection with the Participant's estate planning,
but only if and to the extent then permitted under Rule 16b-3 and
consistent with the registration of the offer and sale of Shares
on Form S-8 or a successor registration form of the Securities
and Exchange Commission.  Stock Units and other rights under the
Plan may not be pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be subject to the claims of creditors.

          12.7 Governing Law.  The validity, construction, and
effect of the Plan and any agreement hereunder will be determined
in accordance with the Delaware General Corporation Law, to the
extent applicable, other laws (including those governing
contracts) of the State of Oklahoma, without giving effect to
principles of conflicts of laws, and applicable federal law.

          12.8 Plan Termination.  Unless earlier terminated by
action of the Board or Executive Committee of the Board, the Plan
will remain in effect until the earlier of (i) such time as no
Shares remain available for delivery under the Plan and the
Company has no further rights or obligations under the Plan or
(ii) April 26, 2000.