Heat oven to 350. Cook and drain vegetables as directed on package.
Melt 2 tablespoons butter in 1-1/2 quart saucepan over medium heat. Stir in flour, salt, onion powder and caraway seed. Cook, stirring constantly, until mixture is smooth and bubbly; remove from heat. Stir in milk. Heat to boiling, stirring constantly. Boil and stir 1 minute. Stir in cheese until melted. Stir in vegetables.
Place vegetable mixture in ungreased 1-1/2 quart casserole. Mix bread crumbs and 1 tablespoons butter. Bake uncovered about 20 minutes or until crumbs are golden.