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                                                                    EXHIBIT 10.5

                                 BIRDS EYE FOODS
                            EXCELLENCE IN PERFORMANCE
                         A MANAGEMENT INCENTIVE PROGRAM

Birds Eye Foods Excellence in Performance management incentive program is a
discretionary annual cash bonus program. This program is an important component
of compensation. When combined with base salary, it creates a total compensation
opportunity that, when business goals are achieved, is competitive within the
food industry, and, when those goals are exceeded, provides an above-market
compensation opportunity.

The objective of the program is to align key managers' financial objectives with
those of Birds Eye Foods owners. It is designed to motivate managers to perform
in a way that will optimize Birds Eye Foods earnings, and to effectively manage
cash flow and reduce Company debt. 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 executive
committee and approved by category by the board of directors. Participation of
key positions will be generally determined based on bonus participation levels
of similar positions in other companies with which we compete, as well each
position's direct impact on the bottom line results. Participation will be
determined each year, and participation in one year does not guarantee
participation in future years.

Targeted Incentive Awards

Individual target incentive awards are established solely to create an incentive
pool. Each participating manager's targeted 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 targeted bonuses represents
the Company's targeted bonus pool.

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

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

Targeted Bonus Pool

The sum of all participants' individual targeted bonus opportunity creates the
overall bonus pool.





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Performance Targets

The performance targets for Birds Eye Foods are established annually by the
Birds Eye Foods Compensation Committee of the Birds Eye Foods Board of
Directors. The Performance Targets are Birds Eye Foods Earnings before Interest,
Taxes, Depreciation and Amortization (EBITDA) pre-incentives, Net Debt
Reduction, and other criteria determined at the Board of Directors' discretion.
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. Adjustments to either EBITDA or to Net Debt Reduction
may be made at the full discretion of the Board of Directors. In addition, the
bonus pool may also be adjusted at the Board of Director's full discretion.

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 an award to any individual
participant; rather it represents bonus opportunity. Participants' individual
targeted awards are used solely to create the overall target incentive pool.
Birds Eye Foods earnings performance against pre-established targets will either
increase or decrease the incentive pool. The allocation to each individual of
this incentive pool is totally discretionary, based on individual performance.
Any participant receiving a performance rating of 'Below Expectations' will be
ineligible for an annual incentive award. The Compensation Committee of the
Board of Directors must approve all bonus payments before they are paid.

Payment of Awards

Individual incentive 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.


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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 Plan at any time, at its
discretion.


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