FORM OF SECOND AMENDED AND RESTATED
SECURITIES HOLDERS AGREEMENT

dated as of April [     ], 2004

among

B&G FOODS HOLDINGS CORP.

BRUCKMANN, ROSSER, SHERRILL & CO., L.P.,

CANTERBURY MEZZANINE CAPITAL II, L.P.,

THE CIT GROUP/EQUITY INVESTMENTS, INC.

and

MANAGEMENT STOCKHOLDERS

TABLE OF CONTENTS

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SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT

SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of April [    ], 2004 (the Agreement), by and among (1) B&G FOODS HOLDINGS CORP., a Delaware corporation (B&G Foods), (2) BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership (BRS), the individuals listed on Exhibit A hereto as the BRS Stockholders (the BRS Stockholders and, together with BRS and their respective BRS Permitted Transferees, the BRS Entities), (3) CANTERBURY MEZZANINE CAPITAL II, L.P., a Delaware limited partnership (Canterbury and, together with its Permitted Transferees, the Canterbury Entities), (4) THE CIT GROUP/EQUITY INVESTMENTS, INC., a New Jersey corporation (CIT and, together with its Permitted Transferees, the CIT Entities), and (5) the individuals listed on Exhibit A hereto as Management Stockholders (such individuals, together with their Permitted Transferees, the Management Stockholders).  The BRS Entities, the Canterbury Entities, the CIT Entities and the Management Stockholders are sometimes referred to hereinafter individually as a Stockholder and collectively as the Stockholders.

Background

A.                                   B&G Foods and the Stockholders are parties to the Amended and Restated Securities Holders Agreement, dated as of December 22, 1999 (the Existing Securities Holders Agreement), and desire to amend and restate the Existing Securities Holders Agreement in its entirety effective upon consummation of the Initial Public Offering (as defined below).

B.                                     Prior to the Initial Public Offering each of the BRS Entities is the record owner of (i) the number of shares of Common Stock, par value $.01 per share (the Existing Common Stock), of B&G Foods set forth opposite its name on Exhibit A hereto, (ii) the number of shares of 13% Series A Cumulative Preferred Stock, par value $.01 per share (the Series A Preferred Stock), of B&G Foods set forth opposite its name on Exhibit A hereto, (iii) the number of shares of 13% Series B Cumulative Preferred Stock, par value $.01 per share (the Series B Preferred Stock), of B&G Foods set forth opposite its name on Exhibit A hereto, (iv) the number of shares of Series C Senior Preferred Stock, par value $.01 per share (the Series C Preferred Stock), of B&G Foods set forth opposite its name on Exhibit A hereto and (v) the number of warrants to purchase shares of Common Stock (the Existing Warrants) of B&G Foods set forth opposite its name on Exhibit A hereto.

C.                                     Canterbury is the record owner of (i) the number of shares of Series C Preferred Stock of B&G Foods set forth opposite its name on Exhibit A hereto and (ii) the number of Existing Warrants of B&G Foods set forth opposite its name on Exhibit A hereto.

D.                                    CIT is the record owner of (i) the number of shares of Series C Preferred Stock of B&G Foods set forth opposite its name on Exhibit A hereto and (ii) the number of Warrants of B&G Food s set forth opposite its name on Exhibit A hereto.

E.                                      Each of the Management Stockholders is the record owner of (i) the number of shares of Existing Common Stock of B&G Foods set forth opposite his or her name

on Exhibit A hereto, (ii) the number of shares of Series A Preferred Stock of Holdings Corp. set forth opposite his or her name on Exhibit A hereto and (iii) the number of stock options to purchase shares of Existing Common Stock (the Existing Options) of Holdings Corp. set forth opposite his or her name on Exhibit A hereto.

F.                                      B&G Foods desires to conduct an initial public offering (the Initial Public Offering) of Enhanced Income Securities (EISs), each initially representing one share of B&G Foods Class A Common Stock, par value $0.01 per share (the Class A Common Stock) and $6.00 aggregate principal amount of B&G Foods Senior Subordinated Notes (the Senior Subordinated Notes) pursuant to a registration statement on Form S-1 (the EIS Registration Statement) filed under the Securities Act of 1933, as amended (the Securities Act).

G.                                     Immediately prior to the Initial Public Offering, B&G Foods, Inc. will be merged with and into B&G Foods Holdings Corp., the sole asset of which is the capital stock of B&G Foods, Inc. (the Merger).  Concurrently with the Merger, B&G Foods Holdings Corp. will be renamed B&G Foods, Inc. (the Name Change).

H.                                    At the effective time of the Merger (the Effective Time), each share of B&G Foods Existing Common Stock issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted (the Reclassification and Conversion) into 155.5556 shares of B&G Foods Class B Common Stock, par value $0.01 per share (Class B Common Stock).  Any stock certificate that, immediately prior to the Effective Time, represented shares of the Existing Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Class B Common Stock as equals the product obtained by multiplying the number of shares of Existing Common Stock represented by such certificate immediately prior to the Effective Time by 155.5556.  In lieu of any fractional shares to which the holders of the Existing Common Stock would otherwise be entitled upon conversion, B&G Foods shall pay cash equal to such fraction multiplied by the fair market value (as determined by the Board Directors of B&G Foods) of one share of Class B Common Stock.

I.                                         Upon completion of the Initial Public Offering, B&G Foods shall subject to the terms and conditions set forth in this Agreement repurchase from the Stockholders Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Class B Common Stock, Existing Options and Existing Warrants as set forth in Article VII, and any Existing Warrants not so repurchased will be exercised by the holders thereof for shares of Class B Common Stock.

J.                                        Pursuant to an underwriting agreement to be entered into among B&G Foods and the underwriters of the Initial Public Offering (collectively, the Underwriters), B&G Foods will grant to the Underwriters an option to purchase additional EISs (the Over-Allotment Option).  If the Underwriters exercise their Over-Allotment Option, B&G Foods will repurchase a portion of the remaining shares of Class B Common Stock held by the Stockholders.

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K.                                    As used herein, the term Subsidiaries shall mean, collectively, (i) BGH Holdings, Inc., a Delaware corporation, (ii) Bloch & Guggenheimer, Inc., a Delaware corporation, (iii) Heritage Acquisition Corp., a Delaware corporation, (iv) Les Produits Alimentaires Jacques Et Fils, Inc., a Quebec corporation, (v) Maple Grove Farms of Vermont, Inc., a Vermont corporation, (vi) Ortega Holdings Inc., a Delaware corporation, (vii) Polaner, Inc., a Delaware corporation, (viii) Trappeys Fine Foods, Inc., a Delaware corporation, (ix) William Underwood Company, a Massachusetts business trust, and (x) all future subsidiaries of B&G Foods, and the term Subsidiary shall be construed accordingly.  As used herein, the term Securities shall mean the Class B Common Stock and any options to purchase shares of Class B Common Stock (Class B Options) held by any Stockholder after the date of consummation of the Initial Public Offering, including shares of Class B Common Stock, Class B Options and all other securities of B&G Foods or a successor to B&G Foods (other than EISs, shares of Class A Common Stock and Senior Subordinated Notes (each as defined below)), including, without limitation, all securities (other than EISs, shares of Class A Common Stock and Senior Subordinated Notes) issued in connection with any merger, consolidation, stock dividend, stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof.  A reference to any class of Securities shall be deemed to include reference to all Securities issued in respect thereof.  As used herein, the term Existing Securities shall mean collectively the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Existing Common Stock, the Existing Options and the Existing Warrants.

L.                                      The Stockholders and B&G Foods wish to set forth, among other things, certain agreements regarding their future relationships and their rights and obligations with respect to the Securities and the EISs.

Terms

In consideration of the mutual representations, warranties and covenants contained herein, and intending to be legally bound hereby, the parties hereto acknowledge and agree that this Agreement shall in accordance with Section 7.1 hereof amend and supersede in its entirety the Existing Securities Holders Agreement, and agree as follows:

ARTICLE I

REPRESENTATIONS, WARRANTIES AND
COVENANTS OF B&G FOODS

1.1.                              Representations, Warranties and Covenants of B&G Foods.  B&G Foods represents and warrants to, and covenants and agrees with, each of the Stockholders as follows:

(a)                                  B&G Foods is a corporation validly existing and in good standing under the laws of the State of Delaware.

(b)                                 B&G Foods has full corporate power and corporate authority to make, execute, deliver and perform this Agreement and to carry out all of the transactions provided for herein.

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(c)                                  B&G Foods has taken such corporate action as is necessary or appropriate to enable it to perform its obligations hereunder, and this Agreement constitutes the legal, valid and binding obligation of B&G Foods, enforceable against B&G Foods in accordance with the terms hereof.

(d)                                 [As of the date of consummation of the Initial Public Offering (after giving effect to the Initial Public Offering and the repurchase of the securities of B&G Foods as set forth in Section 7.2 hereof, the authorized capital stock of B&G Foods will consist of (i) [                            ] shares of Common Stock, consisting of [                            ] shares of Class A Common Stock and [                            ] shares of Class B Common Stock, of which [                            ] shares of Class A Common Stock, or if the Over-Allotment Option (as defined below) is exercised in full [                            ] shares of Class A Common Stock, and [                            ] shares of Class B Common Stock, or if the Over-Allotment Option is exercised in full [                            ] shares of Class B Common Stock, will be issued and outstanding and (ii) [100,000] shares of preferred stock, par value $0.01 per share (such shares, of any class whether heretofore or hereafter designated, being referred to as Preferred Stock), none of which will be issued and outstanding.  Except as provided in this Agreement, in the foregoing sentence, as set forth in the terms of the capital stock of B&G Foods or as described the EIS Registration Statement, as of the date of consummation of the Initial Public Offering (x) there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from B&G Foods, or otherwise require B&G Foods to issue, any shares of capital stock of B&G Foods or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of B&G Foods; (y) B&G Foods will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock; and (z) the Class A Common Stock and the Class B Common Stock will constitute all of the outstanding shares of B&G Foods capital stock].

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