EXHIBIT 10.3 
[MULTIFOODS LOGO] 
 
 
DATE:    May 7, 1997 
 
TO:      William L. Trubeck 
 
FROM:    Frank W. Bonvino 
 
SUBJECT: SUPPLEMENTAL RETIREMENT BENEFIT 
 
The intent of this memorandum is to set forth the terms and conditions of  
the supplemental retirement benefit provided under Paragraph 5(d) of your  
employment offer letter dated February 3, 1997. 
 
Paragraph 5(d) provides that you will be recommended for participation in  
the Management Benefit Plan of International Multifoods Corporation ("MBP")  
and will participate in the Multifoods Pension Equity Plan ("PEP").   
Paragraph 5(d) further provides that you will receive additional retirement  
benefits equal to what you would have received under the MBP and the PEP if  
your service counted one and one-half times for both benefit accrual and  
vesting purposes. 
 
The PEP Plan is a "qualified" defined benefit pension plan that was adopted  
January 1, 1996, as a restructuring of a prior defined benefit plan  
maintained by Multifoods (called the "Employees' Retirement Plan of  
International Multifoods Corporation"). 
 
The MBP is a nonqualified excess benefit plan that generally provides the  
additional benefits that would have been provided under the PEP if the  
limits imposed under Code sections 401(a)(17) and 415 did not apply to your  
benefit under the PEP. 
 
The benefits described in this memorandum are in addition to those provided  
under the PEP and MBP. 
 
SUPPLEMENTAL RETIREMENT BENEFIT 
 
(a)  Definitions.  The following terms are used herein: 
 
    "Actuarial Equivalent" means a benefit of equivalent value when computed  
on the basis of mortality and interest rate assumptions recommended by an  
actuary and approved by the Vice President and Controller of the Company. 
 
    "Code" means the Internal Revenue Code of 1986, as amended. 
 
    "Company" means International Multifoods Corporation, and any successor  
thereto. 
 
    "MBP" means the Management Benefit Plan of International Multifoods  
Corporation, as it may be amended from time to time. 
 
    "PEP" means the Multifoods Pension Equity Plan, as adopted January 1,  
1996 (as a continuation of the Employees' Retirement Plan of International  
Multifoods Corporation), as it may be amended from time to time. 
 
    "Supplemental Retirement Benefit" means the benefit payable to you under  
the terms of this memorandum. 
 
(b)  Vesting Service.  For purposes of determining your Supplemental  
Retirement Benefit, your vesting service under this memorandum will be equal  
to one and one-half times (1-1/2x) your vesting service earned under the PEP  
and MBP. 
 
(c)  Supplemental Retirement Benefit.  You will be entitled to receive the  
following Supplemental Retirement Benefit: 
 
(1)  Less Than Five Years of Vesting Service.  If you have less than 5 years  
of vesting service at your termination of employment, then you will not be  
entitled to any Supplemental Retirement Benefit. 
 
(2)  Five or More Years of Vesting Service.  If you have 5 or more years of  
vesting service at your termination of employment, then your monthly benefit  
will be equal to "A" minus "B" minus "C" below: 
 
      A   =   The monthly benefit to which you would have been entitled  
              under the PEP if (i) you were fully vested (regardless of  
              whether you actually are vested), (ii) your Base Points were  
              equal to one and one-half times (1-1/2x) your actual Base  
              Points, and your Integration Points were equal to one and  
              one-half times (1-1/2x) your actual Integration Points, (iii) 
              your benefit was paid in the form of a single life annuity,  
              and (iv) the limits imposed under Code sections 401(a)(17)  
              and 415 did not apply to your benefit under the PEP. 
 
              minus 
 
      B   =   The monthly benefit (if any) actually paid to you under the  
              PEP (or, if you receive your benefit other than in the form of  
              a single life annuity, the monthly benefit that would have  
              been paid to you if you had received your benefit in the form  
              of a single life annuity under the PEP). 
 
              minus 
 
      C   =   The monthly benefit (if any) actually paid to you under the  
              MBP (or, if you receive your benefit other than in the form of  
              a single life annuity, the monthly benefit that would have  
              been paid to you if you had received your benefit in the form  
              of a single life annuity under the MBP). 
 
All monthly benefits described above will be computed as of the date of your  
termination of employment and each will be expressed in the form of a single  
life annuity starting as of the first day of the month after age 65 (or as  
of the first day of the month after your termination of employment, if your  
termination of employment occurs after age 65). 
 
(d)  Form of Benefit.  The Supplemental Retirement Benefit will be paid to  
you in the form of a single life annuity with monthly benefit payments.   
However, at the sole discretion of the Company, it may be paid in any other  
form.  If it is paid in any form other than a single life annuity starting  
as of the first day of the month after you attain age 65, the benefit  
will be adjusted so that it is the Actuarial Equivalent of the benefit that  
would have been paid as a single life annuity starting as of the first day  
of the month after you attain age 65. 
 
(e)  Commencement of Benefit.  The Supplemental Retirement Benefit will  
start as of the same day as the benefit paid to you under the PEP.  If you  
have less than 5 years of vesting service under the PEP at your termination  
of employment (and thus are not entitled to a benefit), the Supplemental  
Retirement Benefit will start on the same day as the benefit would have been  
paid to you if you had 5 years of vesting service under the PEP. 
 
(f)  Spouse Benefit.  If you have 5 or more years of vesting service, you  
die before your Supplemental Retirement Benefit is paid or starts to be paid  
to you, and you are survived by a spouse, that spouse will be entitled to a  
single lump-sum benefit to be paid as soon as practicable following the date  
of your death in an amount that is the Actuarial Equivalent of your  
Supplemental Retirement Benefit. 
 
(g)  No Effect on Employment Rights.  This memorandum is not an employment  
agreement and nothing in this memorandum will confer on you the right to be  
retained in the employ of the Company, or limit any right of the Company to  
discharge you or otherwise deal with you without regard to the existence of  
this memorandum. 
 
(h)  FICA Taxes/Withholding.  To the extent that benefit accruals hereunder  
are taken into account as amounts deferred under a nonqualified deferred  
compensation plan under Code section 3121(v), and thus are subject to tax  
under Code section 3101 ("FICA"), the Company may calculate the amount  
deferred and withhold against other compensation paid to you in any manner  
determined by it to be appropriate under Code section 3121(v). 
 
Please indicate your receipt and acceptance of the terms of this memorandum  
by signing one of the enclosed copies and returning it at your earliest  
convenience. 
 
                              INTERNATIONAL MULTIFOODS CORPORATION 
 
 
                              /s/ Frank W. Bonvino 
                              By:Frank W. Bonvino 
                              Its:Vice President & General Counsel 
 
cc:	Joyce G. Traver 
 
 
 
 
                                ACCEPTANCE 
 
I, William L. Trubeck, hereby acknowledge receipt of this memorandum and  
hereby agree to the manner in which Paragraph 5(d) of my offer letter dated  
February 3, 1997, is to be implemented as set forth in this memorandum. 
 
Dated:  May 7, 1997 
 
 
                                    WILLIAM L. TRUBECK 
 
 
                                    s/s William L. Trubeck