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                                                                 EXHIBIT 10.43


                          KEY EMPLOYEE RETENTION PLAN

         1. Purpose. The purpose of the Key Employee Retention Plan (the "Plan")
is to reinforce and encourage the continued loyalty, attention and dedication of
certain key employees of SFAC and its Affiliates (collectively, the "SFAC
Group").

         2.       Definitions.  For purposes of this Plan:

                  (a) "Affiliate" shall mean any corporation or other business
entity directly or indirectly controlling, controlled by, or under common
control with the corporation or other business entity in question.

                  (b) "Board" shall mean the Board of Directors of SFC.

                  (c) "Effective Date" shall mean [the date on which the Plan is
approved by the stockholders of SFAC for purposes of Section 280G of the
Internal Revenue Code](1).

                  (d) "Employer(s)" shall mean, with respect to a Key Employee,
the member(s) of the SFAC Group by whom the Key Employee is employed as of the
Effective Date.

                  (e) "Existing Employment/Severance Agreements" shall mean any
employment agreement or severance agreement between one or more members of the
SFAC Group and any employee of any member of the SFAC Group, which agreement is
in effect on the Effective Date, as such agreement may have been amended,
supplemented or otherwise modified on or prior to the Effective Date, including
pursuant to the terms of the Plan.

                  (f) "Existing Incentive Agreements" shall mean any retention
bonus agreement, deferred bonus agreement, divestiture award agreement or LTIP
participation agreement between one or more members of the SFAC Group and any
employee of any member of the SFAC Group, which agreement is in effect on the
Effective Date, as such agreement may have been amended, supplemented or



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(1) Actual date will be inserted immediately following such approval.

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otherwise modified on or prior to the Effective Date, including pursuant to the
terms of the Plan.

                  (g) "Incentive Agreement Payment(s)" shall mean the payment(s)
that would be made under the Existing Incentive Agreement(s), assuming that all
conditions with respect to the payment of such amounts have been met; provided,
however, that the Incentive Agreement Payment(s) shall be reduced by any amounts
previously paid under such Existing Incentive Agreement(s) to the extent
necessary to avoid duplication of benefits.

                  (h) "Key Employee" shall mean an individual who is party to an
Existing Employment/Severance Agreement and/or Existing Incentive Agreement(s).

                  (i) "Retention Payment" shall mean, with respect to a
particular type of termination of employment, for a Key Employee with an
Existing Employment/Severance Agreement, an amount equal to (i) the payments
that would be made, and the value of the benefits that would be provided, under
such Existing Employment/Severance Agreement to such Key Employee in the case of
such termination of employment, without regard to the provisions of this Plan
minus (ii) the Salary Amount; provided, however, that the Retention Payment
shall be reduced by any severance amounts previously paid, and/or severance
benefits previously provided, under such Existing Employment/Severance Agreement
to the extent necessary to avoid duplication of benefits.

                  (j) "Salary Amount" shall mean, for a Key Employee with an
Existing Employment/Severance Agreement, an amount equal to such Key Employee's
annual salary.

                  (k) "SFAC" shall mean Specialty Foods Acquisition Corporation,
a Delaware corporation.

                  (l) "SFC" shall mean Specialty Foods Corporation, a Delaware
corporation.

                  3.  Retention Payment; Incentive Agreement Payment(s).

                  (a) On the Effective Date, the Key Employee shall be deemed to
have earned, and shall be fully vested in, the Retention Payment, which
Retention Payment shall be paid to the Key Employee at the time that such
payment would have been made if all conditions with respect to the payment of
such amount, as set



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forth in the Existing Employment/Severance Agreement (the "Employment/Severance
Conditions"), had been met; provided, however, that such payment shall not be
made in installments, but rather shall be made in a lump sum within 10 business
days following termination of employment. Such Retention Payment shall be paid
only if such Employment/Severance Conditions are in fact met.

                  (b) On the Effective Date, the Key Employee shall be deemed to
have earned, and shall be fully vested in, the Incentive Agreement Payment(s),
which Incentive Agreement Payment(s) shall be paid to the Key Employee at the
time(s) that such payments would have been made if all conditions with respect
to the payment of such amounts, as set forth in the Existing Incentive
Agreement(s) (the "Incentive Conditions"), had been met, as if such agreements
were in effect. Any given Incentive Agreement Payment shall be paid only if the
relevant Incentive Conditions with respect to such Incentive Agreement Payment
are in fact met.

         4.       Existing Employment/Severance Agreements.  The Existing
Employment/Severance Agreements are hereby amended, as of the Effective Date,
to:

                  (a) state that the maximum amount of severance payable to a
Key Employee pursuant to such Key Employee's Existing Employment/Severance
Agreement shall be limited to the Salary Amount; and

                  (b) provide that any future payment of the Salary Amount will
be made in a lump sum within 10 business days following termination of
employment.

         5.       Existing Incentive Agreements. The Existing Incentive
Agreements are hereby amended, as of the Effective Date, to:

                  (a) state that each such agreement shall be binding upon and
inure to the benefit of the parties thereto and their respective successors,
heirs and assigns;

                  (b) delete any provisions in such agreements providing for the
withholding of taxes from the amounts payable thereunder;

                  (c) delete any provisions in such agreements providing for the
 termination of such agreements; and

                  (d) provide that the payments made under the Plan are in lieu
of any payments that would have been made under the Existing Incentive
Agreements.



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         6. Joint and Several Obligations. Each member of the SFAC Group shall
be jointly and severally liable for each amount payable to or on behalf of each
Key Employee hereunder, but only to the extent that such member would have been
jointly and severally liable for such amount had the amount been paid under the
applicable Existing Employment/Severance Agreement or Existing Incentive
Agreement, as the case may be.

         7. Plan Administration. The Plan shall be interpreted, administered and
operated by the Board, which shall have complete authority, in its sole and
absolute discretion and subject only to the express provisions of the Plan, to
make all determinations necessary or advisable for the administration of the
Plan.

         8. Plan Modification or Termination. The Plan may not be terminated or
amended in a manner adverse to any Key Employee.

         9. No Right to Employment. Neither the establishment of the Plan, nor
any modification thereof, nor the payment of any benefits hereunder shall be
construed as giving any Key Employee the right to be retained in the service of
the Employer(s), and all Key Employees shall remain subject to discharge to the
same extent as if the Plan had never been adopted.

         10. Severability. If any provision of the Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be construed and enforced as if such
provisions had not been included.

         11. Successors. Each member of the SFAC Group shall 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 such
member to expressly assume and agree to perform such member's obligations under
the Plan in the same manner and to the same extent that such member would have
been required to perform them if no such succession had taken place.

         12. Headings. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan, and
shall not be employed in the construction of the Plan.

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         13. Governing Law. This Plan shall be construed and enforced according
to the laws of the State of Delaware, without regard to its principles of
conflict of laws.

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