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                                                                    EXHIBIT 10.5

                                 BIRDS EYE FOODS
                          MANAGEMENT INCENTIVE PROGRAM

Birds Eye Foods Management Incentive Program is a discretionary annual cash
bonus program. The objective of the program is to align key managers' financial
objectives with those of Birds Eye Foods owners. The Plan recognizes the impact
key managers can have on the achievement of Birds Eye Foods' business goals by
rewarding those achievements.

Participation

Participation is limited to a group of key managers selected by the management
executive committee and approved by the board of directors. Participation will
be determined each year, and participation in one year does not guarantee
participation in future years.

Target Bonus Awards

Individual target bonus awards are established solely to create a bonus pool.
Each participating manager's target bonus award, or bonus opportunity, is based
on competitive bonuses paid at other food companies which are similar in size to
Birds Eye Foods and is expressed as a percentage of base salary paid during the
fiscal year. The sum of these individual target bonus awards represents the
company's target bonus pool.

Vice President, Director, and Facility Managers- Target bonus percentages for
salaried exempt employees at a vice president, director or facility manager
level are determined according to a sliding scale.

All other selected participants- Any other managers selected to participate in
this program have a target bonus percentage of 10% of base salary paid during
the fiscal year.

Targeted Bonus Pool

The sum of all participants' individual target bonus awards creates the overall
target bonus pool.

Performance Targets

Approximately seventy percent (70%) of the bonus pool will be based on EBITDA
pre-incentives. Approximately twenty percent (20%) of the bonus pool will be
based on debt levels and working capital management. The remaining ten percent
(10%) of the bonus pool will be based on Board discretionary goals established
by the Board of Directors. The performance targets and this program overall are
subject to change each year to insure they are consistent with Birds Eye Foods
annual business objectives and strategic direction.



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Incentive Awards

All individual awards are discretionary and will be determined by the Management
Executive Committee member based on the associate's individual performance, with
final approval of the Birds Eye Foods CEO. Therefore, favorable performance of
Birds Eye Foods as a whole does not guarantee a bonus payment to any individual
participant; rather it represents bonus opportunity. Participants' individual
target bonuses are used solely to create the overall target bonus pool. Birds
Eye Foods' performance against pre-established targets will either increase or
decrease the bonus pool. The allocation to each individual of this bonus pool is
totally discretionary, based on individual performance. The maximum award any
participant may receive is 200% of his or her individual target bonus.

Any participant receiving a performance rating of 'Below Expectations' will be
ineligible for an annual bonus award.

The Compensation Committee of the Board of Directors must approve all bonus
payments before they are paid.

Payment of Bonuses

Individual bonus awards will be paid via payroll on the September 15th following
each fiscal year end. ("Highly compensated employees" have the ability to defer
all or a portion of their annual bonus into the Non-qualified 401(k) Plan.) The
payments are subject to the appropriate income and payroll tax withholding,
401(k) deductions, and court-ordered garnishments. Deferred awards are subject
to FICA withholding in the year they are earned.

In order to receive an award, an individual must be an actively employed
associate of the company and on the active payroll on the September 15th payment
date. Exceptions to this are for retirement, disability or death, which may
occasion pro-rata payments, based upon actual salary earned during the fiscal
year. Any other exceptions are to be made only with the approval of the Birds
Eye Foods CEO.

Future of the Program

This program is reviewed annually by the Company and its board of directors to
insure that it is consistent with the company's business objectives. The Company
reserves the right to amend or terminate this Program at any time, at its
discretion.