Exhibit 10.5 LIMITED STOCK COMPENSATION AWARD AGREEMENT THIS AGREEMENT, dated as of the date of the closing of the "Offerings" (the "Award Date") as defined in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on...

                                                                   Exhibit 10.5


                   LIMITED STOCK COMPENSATION AWARD AGREEMENT

      THIS AGREEMENT, dated as of the date of the closing of the "Offerings"
(the "Award Date") as defined in the Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on August 29, 1997 by Friendly Ice
Cream Corporation (the "Company") and entered into by and between the Company
and [FULL_NAME] (the "Employee"),

                                WITNESSETH THAT:

      WHEREAS, in recognition of services the Employee has performed for the
Company and is expected to perform in the future, the Company wishes to award
shares of common stock of the Company ("Stock") to the Employee, subject to
certain restrictions;

      NOW, THEREFORE, IT IS AGREED between the Company and the Employee as
follows:

      1. Restricted Shares. Subject to the terms of this Agreement, the Company
hereby awards the Employee [ADJ_NEW_SHARES] shares of Stock (the "Restricted
Shares").

      2. Restrictions on Shares. During the Restricted Period (as defined in
paragraph 4):

      (a)   the Restricted Shares may not be sold, assigned, transferred,
            pledged or otherwise encumbered except by laws of descent and
            distribution;

      (b)   the certificate representing such shares shall be registered in the
            name of the Employee and shall be deposited with the Company,
            together with stock power (in such form as the Company may
            determine); and

      (c)   the Employee shall be treated as a shareholder with respect to the
            Restricted Shares, including the right to vote such shares.

      3. Transfers at Termination of Restricted Period. At the end of the
Restricted Period with respect to any one or more of the Restricted Shares, the
certificate or certificates representing such shares shall be transferred to the
Employee (or the Employee's legal representative or heir) free of all
restrictions. If the Employee's employment with the Company and its affiliates
terminates for any reason prior to the end of the Restricted Period with respect
to any of the shares awarded hereunder, it shall not affect such Employee's
rights in or to the Restricted Shares. For notice purposes, the Company shall be
entitled to rely on the most recent address provided in writing to the Company
by the Employee (or the Employee's legal representative or heir) and the Company
shall have no responsibility or obligation to locate a missing Employee (or
legal representative or heir).

      4. Restricted Period. The "Restricted Period" shall be the period
commencing on the Award Date and ending with respect to 25 percent of the shares
awarded on each of the first through fourth anniversaries of the Award Date.



      5. Withholding. This Award is subject to withholding of all applicable
taxes.

      6. Agreement Not Contract of Employment. This Agreement does not
constitute a contract of employment, and does not give the Employee the right to
be retained in the employ of the Company or an affiliate or the right to
continue as a director of the Company.

      7. Successors and Assigns. This Agreement shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business.

      8. Applicable Law. The provisions of this Agreement shall be construed in
accordance with the laws of the State of Massachusetts, without giving effect to
choice of law principles. Notwithstanding any other provision of this Agreement
to the contrary, the Company may subject shares of stock transferred pursuant to
this Agreement to such conditions, limitations or restrictions as the Company
determines to be necessary or desirable to comply with any applicable law or
regulation.

      9. Amendment. This Agreement may be amended by written agreement of the
Employee and the Company, without the consent of any other person.

      IN WITNESS WHEREOF, the Employee has hereunto set his hand and the Company
has caused these presents to be executed in its name and on its behalf, all as
of the date first above written.


                                          ____________________________________
                                                      Employee


                                          FRIENDLY ICE CREAM CORPORATION


                                          By__________________________________

                                          Its_________________________________


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