Birds Eye Foods Excess Benefit Retirement Plan

Exhibit 10.12


THIRD AMENDMENT
TO THE
BIRDS EYE FOODS EXCESS BENEFIT RETIREMENT PLAN


This Amendment is adopted by Birds Eye Foods, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (sometimes referred to herein as the "Employer").


WITNESSETH


WHEREAS, the Employer had adopted the BIRDS EYE FOODS EXCESS BENEFIT RETIREMENT PLAN (the "Plan") which was amended and restated effective December 1, 2000, and


WHEREAS, the Employer has reserved the right pursuant to the provisions of the Plan to amend it at any time, and


WHEREAS, the Employer now wishes to amend the Plan,


NOW, THEREFORE, said Plan is amended effective August 19, 2004 to add Section VII as follows:


SECTION VII


STEPHEN ...