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                                                                 EXHIBIT 10.42












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                           SPECIALTY FOODS CORPORATION

                                ANNUAL BONUS PLAN
                                      2000

                                [SUBSIDIARY NAME]

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                                ANNUAL BONUS PLAN

1.  PURPOSES

Specialty Foods Corporation ("SFC") has established the Annual Bonus Plan (the
"Plan") as a vehicle for motivating and rewarding designated executives whose
responsibilities have a significant impact on the key short-term business
objectives of SFC and its Subsidiaries (as hereinafter defined). Annual
incentive awards are determined by the relative success of SFC and its Business
Units (as hereinafter defined) in achieving specific annual financial
objectives. The Plan provides the opportunity for participants to receive
incentive compensation when financial results meet or exceed these
pre-established goals.

2.  DEFINITION OF TERMS

The following defined terms will have the meanings set forth below for purposes
of the Plan:

a.       Annual Salary shall mean the annualized base salary in effect for a
         Participant on December 31, 2000.

b.       Award shall mean the cash payment made to Participants under the Plan.

c.       Business Unit shall mean [Subsidiary Name].

d.       Cause shall mean the Participant's admission or conviction of a felony,
         the Participant's commission of an act of dishonesty in the course of
         his or her duties, the Participant's repeated disregard of policy
         directives of SFC or the Subsidiaries, or the Participant's breach of
         his or her fiduciary responsibilities or duties as an employee of SFC
         or the Subsidiaries.

e.       Compensation Committee shall mean the committee designated as such by
         the Board of Directors of SFC.

f.       EBITDA shall mean, with respect to any Business Unit, an amount
         reasonably determined by SFC as such Business Unit's income from
         operations (including annual bonus accruals as an expense), plus
         depreciation of property, plant and equipment, and amortization of
         intangible assets, but not including gain/loss on asset sales. The
         actual incremental 2000 EBITDA benefits related to acquisitions made in
         2000, if any, will be excluded for purposes of determining 2000 EBITDA.

g.       Participant shall mean an employee designated by the Compensation
         Committee to participate in the Annual Bonus Plan, provided the
         authority to designate Participants may be delegated by the
         Compensation Committee to SFC and by SFC to the Business Units.



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h. Plan shall mean this Annual Bonus Plan.

i. Plan Year shall mean January 1, 2000 through December 31, 2000.

j. SFC shall mean Specialty Foods Corporation.

k. Subsidiary shall mean a direct or indirect subsidiary of SFC which is
   included in SFC's consolidated tax return.


3.  ELIGIBILITY FOR PARTICIPATION

An Award may be granted for the Plan Year to each Participant who is in active
service during the Plan Year; provided, however, that such Participant has
completed at least two months of active service with SFC or a Subsidiary during
the Plan Year. Except in the case of death, disability or retirement, a
Participant must be employed by SFC or a Subsidiary on December 31 of the Plan
Year to receive an Award.

The Award applicable to a Participant otherwise eligible to receive an Award
under the Plan shall be prorated over the Plan Year, or the Participant shall be
ineligible to receive an Award for the Plan Year, as determined below:

<TABLE>


----------------------------------------------------------- --------------------------------------------------------
<S>                                                         <C>
(1)   promotion into or demotion from a level of            -      prorate Award from the date of entrance or exit
      management eligible for Awards after the
      beginning of the Plan Year
----------------------------------------------------------- --------------------------------------------------------
(2)   receipt of disability benefits for more than six      -      prorate Award to the nearest month based on
      months in the Plan Year under SFC's or any                   time of service while not receiving
      Subsidiary's disability plan                                 disability benefits
----------------------------------------------------------- --------------------------------------------------------
(3)   receipt of disability benefits for six months or      -      no reduction in applicable Award
      less in the Plan Year under SFC's or any
      Subsidiary's disability plan
----------------------------------------------------------- --------------------------------------------------------
(4)   normal retirement, early retirement with the          -      prorate Award based on the date of retirement
      approval of SFC or transfer to another                       or transfer
      Subsidiary during the Plan Year
----------------------------------------------------------- --------------------------------------------------------
(5)   leave of absence during the Plan Year                 -      prorate Award based on the date when the
                                                                   leave commences
----------------------------------------------------------- --------------------------------------------------------
(6)   death during the Plan Year                            -      prorate Award to date of death
----------------------------------------------------------- --------------------------------------------------------
(7)   early retirement during the Plan Year without         -      no Award
      the approval of SFC
----------------------------------------------------------- --------------------------------------------------------
(8)   resignation during the Plan Year                      -      no Award
----------------------------------------------------------- --------------------------------------------------------
</TABLE>



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<TABLE>

----------------------------------------------------------- --------------------------------------------------------
<S>                                                         <C>
(9)      demotion during the Plan Year because of           -        no Award
         unsatisfactory performance to a position that
         is not covered
----------------------------------------------------------- --------------------------------------------------------
(10)     termination without Cause during the Plan Year     -        no Award
----------------------------------------------------------- --------------------------------------------------------
(11)     dismissal for Cause during or after the Plan       -        no Award
         Year (but before payment) by SFC or a
         Subsidiary
----------------------------------------------------------- --------------------------------------------------------
</TABLE>

Notwithstanding any other provision of the Plan, with respect to eligible
Participants transferred between Subsidiaries during the Plan Year, the
Subsidiary last employing the Participant during the Plan Year shall determine
and pay the entire annual Award, if any, for the Plan Year. SFC shall have
discretion in making any accounting allocations between Subsidiaries to properly
reflect time spent with each Subsidiary.

4.  PERFORMANCE MEASUREMENT

The standard used to determine performance of the Business Unit will be EBITDA
of such Business Unit. One hundred percent (100%) of the target is based on
EBITDA performance. The threshold (minimum), target and maximum EBITDA
objectives for the Business Unit have been recommended by the Chief Executive
Officer of SFC and approved by the Compensation Committee and are reflected in
the attached schedule entitled "2000 Annual Bonus Plan Payout Schedule."

5.  INCENTIVE AWARD GUIDELINES

Target incentive awards will be expressed as a percent of annualized salary
(e.g., 10%). These percentages determine the amount that will be paid in the
event that the performance of the applicable Business Unit meets objectives.
Target incentive awards will be established for various levels of Participants.
Maximum award opportunities will be set for the Business Unit. However, this
maximum award may be exceeded with approval of the Compensation Committee.
Threshold (minimum) performance (at which a Participant receives 0% bonus) will
also be set for the Business Unit. See attached schedule entitled "2000 Annual
Bonus Plan Payout Schedule" for the target incentive awards and threshold levels
established for the Business Unit for this Plan Year.

To determine the Awards for actual performance between the threshold, target and
maximum EBITDA targets set by the Compensation Committee, a percent of the
target award will be calculated by means of interpolation (see attached schedule
entitled "2000 Annual Bonus Plan Payout Schedule").


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6.  ADMINISTRATIVE GUIDELINES

A.       ADJUSTMENTS IN FINANCIAL PERFORMANCE MEASUREMENTS

In order to effectuate the purpose of the Plan, the Compensation Committee may
make adjustments in the criteria established for the Plan Year which reflect any
extraordinary changes that may have occurred during the Plan Year or which
significantly alter the basis upon which such performance levels were
determined. Such changes may include, without limitation, changes in
acquisitions, accounting practices, tax, regulatory or other laws or
regulations, divestitures, financings, or economic changes not in the ordinary
course of business cycles. Any adjustments made by the Compensation Committee
can be made at any time and in any manner that the Compensation Committee in its
sole discretion deems appropriate, and any and all such adjustments shall be
conclusive and binding upon all parties concerned.

B.       APPROVAL AND PAYMENT OF BONUS AWARDS

Award payments are subject to the approval of the Compensation Committee and
will normally occur concurrently with payment for the last pay period in
February of the year following the Plan Year. Payments will normally be made by
ordinary payroll methods.

Except in the case of death, disability or retirement, a Participant must be
employed by SFC or a Subsidiary on December 31 of the Plan Year to receive an
Award. In cases of death, disability or retirement, the Participant or the
designated beneficiary (as designated with respect to a Participant's life
insurance policy held through SFC or a Subsidiary) shall receive the Award to
the extent and in the amount specified in the Section 3 entitled "Eligibility
for Participation."

7.  GENERAL RULES

a.       Effective Date.  This Plan shall have an effective date of January 1,
         2000.

b.       Amendment. The Plan has been adopted by the Board of Directors of SFC
         and may be amended from time to time, in any respect, by such Board.
         Any such amendment may add to, amend, reduce or cancel any and all
         rights in regard to the Plan.

c.       Accruals. SFC reserves the right, in its sole discretion, to determine
         the nature and amount of all accruals that are to be recorded on the
         books of the Subsidiaries at the end of a Plan Year.

d.       Administration. The Vice President and General Counsel of SFC shall be
         responsible for the general operation and administration of the Plan
         and shall have the authority to interpret the Plan and to adopt
         administrative rules and regulations governing its operation.

e.       Termination. The Plan may be terminated at any time by the Board of
         Directors of SFC. Upon such termination, all rights of a Participant to
         amounts not then awarded to Participants shall be null and void.
         However, amounts previously accrued through the date of the Plan
         termination based pro rata on EBITDA shall not be affected.



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f.       Continued Employment. Participation in the Plan shall not give any
         employee any right to remain in the employment of SFC or any
         Subsidiary. The Plan is not to be construed as a contract of employment
         for any period and does not alter the "employee-at-will" employment
         status of any Participant.

g.       Employment Taxes. Award payments under the Plan shall be treated as
         wages and shall be subject to income, FICA and any other applicable
         withholding taxes and deductions at the time received as required by
         applicable law or regulation, as in effect from time to time.

h.       Employment Agreements. If a Participant is party to an employment
         agreement, the terms of which relate to annual bonuses and which are
         inconsistent with the terms of this Plan, the terms of such employment
         agreement shall govern to the extent of such inconsistency.

i.       Unfunded Plan. The obligations under this Plan shall be unfunded.
         Neither SFC nor any of the Subsidiaries shall be required to establish
         any special or separate fund or to make any other segregation of assets
         to assure the payment of any Award under this Plan.

j.       Successors Bound. The rights and obligations of the Company hereunder
         shall inure to the benefit of and be binding upon the successors of the
         Company.

k.       Assignment. Participants shall not assign any rights granted to them by
         the terms of this Plan or encumber in any way their interests herein;
         provided, however, that in the event of a Participant's death, any
         payments then due and owing will be made when due as provided in
         Section 6(b) entitled "Approval and Payment of Bonus Awards."

l.       Effect of Plan. This Plan shall have a term expiring on the earlier of
         (1) the date on which all Awards earned under the Plan, if any, are
         paid to Participants and (2) the date on which a determination is made
         by the Compensation Committee that no Awards have been earned under the
         Plan (provided that the authority to determine that no Awards have been
         earned under the Plan may be delegated by the Compensation Committee to
         SFC and by SFC to the Business Unit.) At such time, the Plan shall
         expire and be of no further force or effect.

m.       Governing Law/Jurisdiction. The substantive law (and not the law of
         conflicts) of the State of Illinois will govern all questions
         concerning the construction, validity and interpretation of this Plan
         and the performance of the obligations imposed by this Plan. The
         parties hereby waive their rights to request or demand a trial by jury
         in the event controversy arises under this Plan.

n.       Headings. The headings used herein are for reference purposes only and
         shall not in any way affect the meaning or interpretation of this Plan.


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