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Exhibit 10.17

PRO-FAC COOPERATIVE, INC.SEVERANCE PLANARTICLE I.Introduction and purpose of plan

1.1Establishment of Plan

PRO-FAC COOPERATIVE INC. (the Employer) hereby establishes this severance plan (the Plan), effective as of the 2ndday of July, 2007. The Plan shall be maintained for the exclusive benefit the employees listed on Schedule 1 (each the Employee and collectively the Employees).

1.2Purpose of Plan

The purpose of this Plan is to the Employee to provide an incentive to the Employees to continue employment with the Employer by offering a benefit payable upon severance from employment under
certain circumstances.

ARTICLE II.Definitions

Whenever used in the Plan, the following terms shall have the meanings as set forth in this Article II unless a different meaning is clearly required by the context.

2.1 Administrator means the Executive Committee of the Employers Board of Directors, which shall administer the Plan. The Administrator has full responsibility for carrying out the purposes of this Plan.

2.2 Beneficiary means a person or persons designated by the Employee to receive distributions in accordance with Section 6.1. A Beneficiarys right to (and the Administrators duty to provide to the
Beneficiary) information or data concerning the Plan does not arise until the Beneficiary first becomes entitled to receive a distribution under the Plan.

2.3 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.4 Plan means the Pro-Fac Cooperative Severance Plan, as set forth herein.

2.5 Plan Benefit means the amount of the severance benefit determined pursuant to the terms and conditions of the Plan.

2.6 Separation from Service means the cessation of the Employees active employment with the Employer but shall not include periods for which the Employee is on Employer-approved leaves of absence. If an
approved leave of absence is terminated by the Employer without resumption of the employment relationship, the Employee shall be treated as incurring a Separation from Service as of the date of termination of such leave.

ARTICLE III.Contributions

3.1Contributions

Neither the Employer nor the Employee shall be required to contribute any amount to the Plan.

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Exhibit 10.17 -cont.

ARTICLE IV.Vesting and Distributions

|4.1 | Vesting   
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|    | (b)       
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|    | (c)       
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|4.2 | Thresholds
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|    | (a)       
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|    | (b)       
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Exhibit 10.17 -cont.

|4.3 | Determination of Plan Benefits and Distributions
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|    | (b)                                             
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|    | (c)                                             
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|4.4 | Income Tax Withholding                          
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Distributions to the Employee pursuant to this Plan shall be subject to applicable federal and state income tax withholding as well as any required withholding for FICA or FUTA taxes.

AMENDMENT V.Plan Administrator

|5.1 | Plan Administrator      
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|    | The Administrator shall:
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The Administrator must exercise all of his powers, duties and discretion under the Plan in a uniform and nondiscriminatory manner. The Administrator shall have total and complete discretion to
interpret and construe the Plan and to determine all questions arising in the administrative interpretation and application of the Plan.  Any determination of the Administrator is final and binding upon the Employer and the Employee.

5.2Ownership of the Plan Benefit

Until actually distributed to the Employee, the Employees Plan Benefit is the sole property of the Employer and will not be held in trust for the Employee or as collateral security for
the fulfillment of the Employers obligations under the Plan. The Plan Benefit is subject to the claims of the Employers general creditors and the Employee and/or her Beneficiary will not have any secured or preferred position with
respect to the Plan Benefit or have any claim against the Employer except as a general creditor.



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Exhibit 10.17 -cont.

AMENDMENT VI.Beneficiary Designation

6.1 Beneficiary Designation

Notwithstanding Section 4.3(c), the Employee, from time to time, may designate, in writing, any person(s) (including a trust or other entity), contingently or successively to whom the
Administrator will distribute the Employees Plan Benefit in the event of death after the Employees Separation from Service but prior to the distribution of the Plan Benefit. The Employee may change the designated Beneficiary at any time,
provided that an amended Beneficiary designation shall be given effect only if signed by the Employee and delivered to the Administrator prior to the Employees death.

6.2No Beneficiary Designation

If the Employee fails to name a Beneficiary in accordance with Section 6.1 of this Plan, or if the Beneficiary named by the Employee predeceases the Employee, then the Administrator will
distribute the Employees Plan Benefit to the Employees surviving spouse or, if there is no surviving spouse, to the Employees estate.

6.3Address for Notification

The Employee must file with the Administrator from time to time, in writing, the Employees post office address and any change of post office address. Any communication, statement or
notice addressed to the Employee at the Employees last post office address filed with the Administrator, or as shown on the records of the Employer, binds the Employee for all purposes of this Plan.

AMENDMENT VII.Miscellaneous

7.1No Assignment or Alienation

The Employee does not have the right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any Plan Benefit. The distributions and rights under this
Plan are non-assignable and non-transferable. Furthermore, the Employees interest in the Plan Benefit is not subject to attachment, garnishment, levy, execution or other legal or equitable process.

7.2Effect on Other Plans

This Plan does not effect benefits under any other retirement, pension or other benefit plan or system established for the benefit of the Employers employees, or in any investment the
Employee may hold in Birds Eye Holdings, LLC, and participation under this Plan does not effect benefits receivable by the Employee under any such plan or system, except to the extent provided in such plan or system.

7.3Unfunded Plan

It is the intention of the parties hereto that this Plan shall constitute an unfunded arrangement for federal income tax purposes and for purposes of Title I of ERISA. All distributions to be
made to the Employee pursuant to this Plan are to be made pursuant to and in accordance with the terms and conditions of this Plan.

7.4Governing Law

The laws of the State of New York will determine all questions arising with respect to the provisions of this Plan, except to the extent that federal law supersedes the laws of the State of New
York.



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Exhibit 10.17 -cont.

7.5Employment Not Guaranteed

Nothing contained in this Plan, or any modification or amendment to this Plan, gives the Employee any right to continue to employment, any legal or equitable right against the Employer, its
agents, or the Administrator except as expressly provided by the Plan.

AMENDMENT VIII.Amendment

8.1Amendment by Parties

The Employer may amend, modify or rescind this Plan without the consent of any other person, except that no such amendment, modification, or rescission shall serve to reduce any Plan Benefit
vested pursuant to Section 4.1 of the Plan.

IN WITNESS WHEREOF, the Employer has adopted this Plan effective as of the date first above written.

| |                          |  |                  
| | ------------------------ |  | -----------------
| | PRO-FAC COOPERATIVE, INC
| |                          |  |                  
| | By:                      |  | /s/ Peter R. Call
| | Name:                    |  | Peter R. Call    
| | Title:                   |  | President        
| |                          |  |                  



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Exhibit 10.17 -cont.

Schedule 1

As of the effective date, the Employees are:

|   |  |                  
|-- |  | -----------------
|1. |  | Stephen R. Wright
|2. |  | Kevin M. Murphy  
|3. |  | Shari Burgo      
|4. |  | Patrick OMalley 



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