SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF INTERNATIONAL MULTIFOODS CORPORATION SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF

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Exhibit 10.9

SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF

INTERNATIONAL MULTIFOODS CORPORATION

Amended and Restated Effective January 1, 2004

SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION

SECTION 1.
DECLARATION

        1.1   The Supplemental Deferred Compensation Plan of International Multifoods Corporation was established as of April 1, 1997, as a means of providing deferred compensation benefits to a select group of executives of International Multifoods Corporation and its consolidated subsidiaries whose pre-tax contributions are otherwise limited under the VISA Plan.

        1.2   This January 1, 2004 restatement shall apply to Participants with Accounts in the Plan on or after that date.

        1.3   This Plan has been established and will be maintained as a non-qualified form of executive deferred compensation, in accordance with Section 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.

SECTION 2.
DEFINITIONS

        2.1   The terms defined in this Section 2 shall, for all purposes of this Plan, have the meanings herein specified, unless the context expressly or by necessary implication otherwise requires:

        2.1.1    "Account" means the account established for a Participant under this Plan to reflect his or her credits under this Plan. The Account shall include a subaccount to reflect deferred compensation credits under Section 4.1, and a subaccount to reflect matching credits under Section 4.2. Interest credits under Section 4.3 of this Plan shall be reflected in each such subaccount.

        2.1.2    "Affected Participant" means:

        (a)   any Participant who is an Employee on the Date of a Change in Control of the Company except any Participant who has delivered to the Company, prior to the Date of Change in Control of the Company, a signed letter stating that such Participant has elected not to receive the lump sum payment contemplated and provided for in Section 5.4 hereof in the event of a Change in Control of the Company; provided, however, that any such Participant shall have the right to withdraw such election by delivering a signed letter to that effect to the Company at any time prior to the Date of a Change in Control of the Company; and

        (b)   any Participant who: (i) on the Date of a Change in Control of the Company is a retired Employee, or a former Employee who at the time of termination of employment was vested in his or her Account, or the beneficiary of any such retired Employee or former vested Employee ("Retired Employee"), and (ii) has delivered to the Company, prior to the Date of a Change in Control of the Company, a signed letter electing to receive, upon the occurrence of a Change in Control of the Company, in the form of a lump sum, the benefits payable to such Participant as of the Date of a Change in Control of the Company; provided, however, that any such Participant shall have the right to withdraw such election by delivering a signed letter to that effect to the Company, at any time prior to the Date of a Change in Control of the Company.

        2.1.3    "Change in Control of the Company" means any one of the following:

        (a)   the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the

combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control of the Company: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2.1.3; or

        (b)   individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company; or

        (c)   consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company, providing for such Business Combination; or

        (d)   approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

        2.1.4    "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        2.1.5    "Committee" means the Compensation and Human Resources Committee of the Board of Directors of International Multifoods Corporation, or its successor group.

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        2.1.6    "Company" or "Multifoods" means International Multifoods Corporation, a Delaware corporation, and its successors and assigns.

        2.1.7    "Effective Date" means January 1, 1997.

        2.1.8    "Employee" means any person including any officer, employed on a regular, full-time, salaried basis by the Employer.

        2.1.9    "Employer" means the Company or any of its subsidiaries.

        2.1.10    "Excess Covered Pay" means the Participant's "Covered Pay" (as defined in the VISA Plan) in excess of the limit imposed under Code section 401(a)(17), plus the amounts deferred at the election of the Participant under any nonqualified deferred compensation plan or arrangement approved by the Committee, and amounts waived by the Participant under any waiver arrangement approved by the Committee, to the extent that such amount are not included in Covered Pay under the VISA Plan.

        2.1.11    "Participant" means an Employee who has been designated by the Board of Directors of Multifoods, or the Committee, to participate in this Plan in accordance with the provision of Section 3 of this Plan.

        2.1.12    "Plan" means this Supplemental Deferred Compensation Plan of International Multifoods Corporation, as originally adopted or, if amended or supplemented or restated, as so amended or supplemented or restated.

        2.1.13    "VISA Plan" means the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation, as originally adopted or, if amended or supplemented or restated, as so amended or supplemented or restated.

SECTION 3.
ELIGIBILITY AND VESTING

        3.1     ELIGIBILITY

        3.1.1    Any executive of the Employer shall be eligible for consideration as a Participant in this Plan.

        3.1.2    It shall be the prerogative of the Board of Directors of Multifoods, or the Committee, to designate an Employee as a Participant under this Plan. The Board of Directors of Multifoods, or the Committee, in designating Participants shall give full consideration to recommendations submitted by the Chairman of the Board of Directors of Multifoods.

        3.1.3    An Employee designated as a Participant under this Plan will commence participation as soon as administratively practicable after he or she is notified of such designation by the Company (or, if later, as of the date the Employee first becomes eligible to participate in the VISA Plan).

        3.1.4    An Employee designated as a Participant under this Plan will continue as a Participant under this Plan until death, termination of employment, or until removed from participation by the Board of Directors of Multifoods, or by the Committee. However, the Plan is intended to cover only those Employees who are in a select group of management or highly compensated employees within the meaning of Section 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, and, accordingly, if any interpretation is issued by the Department of Labor that would exclude any Employee from satisfying that requirement, such Employee immediately will cease to be a Participant.

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        3.2     VESTING

        A Participant shall at all times have a fully vested and nonforfeitable interest in his or her Account under the Plan.

SECTION 4.
ACCOUNT CREDITS AND CHARGES

        4.1     DEFERRED COMPENSATION CREDITS

        4.1.1    A Participant may elect either or both of the following:

        (a)   A Participant may elect that, if his or her "Before-Tax Contributions" under the VISA Plan for a calendar year are limited under Code section 402(g) (or, if the Participant is eligi