10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 25, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-14335

DEL MONTE FOODS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	13-3542950
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

One Market @ The Landmark, San Francisco, California 94105

(Address of Principal Executive Offices including Zip Code)

(415) 247-3000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                    Accelerated filer  ¨                    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of February 27, 2009, there were 197,743,384 shares of Del Monte Foods Company Common Stock, par value $0.01 per share, outstanding.

Table of Contents

PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS – January 25, 2009 (Unaudited) and April 27, 2008	3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)  – three and nine months ended January 25, 2009 and January 27, 2008	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) – nine months ended January  25, 2009 and January 27, 2008	5
	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 4.	CONTROLS AND PROCEDURES	33
PART II.	OTHER INFORMATION	34
ITEM 1.	LEGAL PROCEEDINGS	34
ITEM 1A.	RISK FACTORS	35
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	37
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	37
ITEM 5.	OTHER INFORMATION	37
ITEM 6.	EXHIBITS	38
SIGNATURES		39

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

	January 25, 2009			April 27, 2008
	(unaudited)			(derived from audited financial statements)
ASSETS
Cash and cash equivalents	$	12.5		$	25.6
Trade accounts receivable, net of allowance		201.8			277.0
Inventories		906.5			662.1
Assets of discontinued operations		—			278.6
Prepaid expenses and other current assets		154.9			91.3
TOTAL CURRENT ASSETS		1,275.7			1,334.6
Property, plant and equipment, net		632.3			650.1
Goodwill		1,337.7			1,337.7
Intangible assets, net		1,185.3			1,191.1
Other assets, net		24.7			32.8
TOTAL ASSETS	$	4,455.7		$	4,546.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	529.8		$	471.9
Short-term borrowings		137.1			0.3
Current portion of long-term debt		30.7			37.2
Liabilities of discontinued operations		—			17.9
TOTAL CURRENT LIABILITIES		697.6			527.3
Long-term debt		1,534.0			1,854.8
Deferred tax liabilities		400.7			397.4
Other non-current liabilities		258.2			266.3
TOTAL LIABILITIES		2,890.5			3,045.8
Stockholders’ equity:
Common stock ($0.01 par value per share, shares authorized:
500.0; 215.1 issued and 197.7 outstanding at January 25, 2009 and 214.7 issued and 197.3 outstanding at April 27, 2008)	$	2.1		$	2.1
Additional paid-in capital		1,044.5			1,034.7
Treasury stock, at cost		(183.1	)		(183.1	)
Accumulated other comprehensive income (loss)		(14.0	)		8.2
Retained earnings		715.7			638.6
TOTAL STOCKHOLDERS’ EQUITY		1,565.2			1,500.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,455.7		$	4,546.3

See Accompanying Notes to Condensed Consolidated Financial Statements.

3

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

	Three Months Ended						Nine Months Ended
	January 25, 2009			January 27, 2008			January 25, 2009		January 27, 2008
	(unaudited)
Net sales	$	942.3		$	869.0		$	2,569.5	$	2,304.0
Cost of products sold		659.8			632.4			1,893.1		1,679.4
Gross profit		282.5			236.6			676.4		624.6
Selling, general and administrative expense		149.0			126.4			450.1		402.1
Operating income		133.5			110.2			226.3		222.5
Interest expense		27.4			34.0			85.1		102.7
Other (income) expense		7.9			(1.1	)		18.8		(2.2	)
Income from continuing operations before income taxes		98.2			77.3			122.4		122.0
Provision for income taxes		38.6			27.7			43.5		45.0
Income from continuing operations		59.6			49.6			78.9		77.0
Income (loss) from discontinued operations before income taxes		(5.3	)		4.0			34.4		5.7
Provision (benefit) for income taxes		(6.2	)		0.3			12.5		—
Income from discontinued operations		0.9			3.7			21.9		5.7
Net income	$	60.5		$	53.3		$	100.8	$	82.7
Earnings per common share
Basic:
Continuing operations	$	0.30		$	0.25		$	0.40	$	0.38
Discontinued operations		0.00			0.02			0.11		0.03
Total	$	0.30		$	0.27		$	0.51	$	0.41
Diluted:
Continuing operations	$	0.30		$	0.24		$	0.40	$	0.38
Discontinued operations		0.00			0.02			0.11		0.03
Total	$	0.30		$	0.26		$	0.51	$	0.41

See Accompanying Notes to Condensed Consolidated Financial Statements.

4

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Nine Months Ended
	January 25, 2009			January 27, 2008
	(unaudited)
OPERATING ACTIVITIES:
Net income	$	100.8		$	82.7
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		77.5			78.5
Deferred taxes		7.5			14.1
Gain on asset disposals		(27.4	)		(8.3	)
Stock compensation expense		8.1			5.2
Other non-cash items, net		2.7			(2.1	)
Changes in operating assets and liabilities		(258.1	)		(170.1	)
NET CASH USED IN OPERATING ACTIVITIES		(88.9	)		—
INVESTING ACTIVITIES:
Capital expenditures		(55.5	)		(66.4	)
Net proceeds from disposal of assets		343.1			17.2
Other, net		—			(0.4	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		287.6			(49.6	)
FINANCING ACTIVITIES:
Proceeds from short-term borrowings		501.6			483.4
Payments on short-term borrowings		(364.8	)		(333.8	)
Principal payments on long-term debt		(327.2	)		(22.0	)
Dividends paid		(23.7	)		(24.3	)
Issuance of common stock		2.1			3.7
Purchase of treasury stock		—			(50.0	)
Excess tax benefits from stock-based compensation		—			0.1
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(212.0	)		57.1
Effect of exchange rate changes on cash and cash equivalents		0.1			0.7
NET CHANGE IN CASH AND CASH EQUIVALENTS		(13.2	)		8.2
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		25.7	1		13.0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12.5		$	21.2

¹ Includes $0.1 of cash included in assets held for sale

See Accompanying Notes to Condensed Consolidated Financial Statements.

5

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Note 1. Business and Basis of Presentation

Del Monte Foods Company and its consolidated subsidiaries (“Del Monte” or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, with leading food brands, such as Del Monte, S&W, Contadina, College Inn and other brand names and premier foods and snacks for pets, with brands including Meow Mix, Kibbles ‘n Bits, 9Lives, Milk-Bone, Pup-Peroni, Meaty Bone, Snausages, Pounce and other brand names. The Company also produces private label food and pet products. The majority of its products are sold nationwide in all channels serving retail markets, mass merchandisers, the U.S. military, certain export markets, the foodservice industry and food processors.

On October 6, 2008, pursuant to the Purchase Agreement dated June 29, 2008 among Del Monte Corporation, Dongwon Enterprise Co., Ltd. (“Dongwon Enterprise”), Dongwon Industries Co., Ltd. (“Dongwon Industries”), Dongwon F&B Co., Ltd. (“Dongwon F&B”), Starkist Co. (“Starkist Co.”, and collectively with Dongwon Enterprise, Dongwon Industries, Dongwon F&B, the “Dongwon Entities”), and StarKist Samoa Co. (“Acquisition Sub”), Del Monte Corporation (i) sold to Starkist Co. all of the outstanding stock of Galapesca S.A., Panapesca Fishing, Inc. and Marine Trading Pacific, Inc., (ii) caused Star-Kist Samoa, Inc. to be merged with and into Acquisition Sub and (iii) sold to Starkist Co. certain assets that are primarily related to the business of manufacturing, marketing, selling and distributing StarKist brand products and private label seafood products (such business, the “StarKist Seafood Business”). The divestiture included the sale of Del Monte’s manufacturing capabilities in American Samoa and Manta, Ecuador; and certain manufacturing assets associated with the StarKist Seafood Business located in Terminal Island, California and Guayaquil, Ecuador. Under the terms of the Purchase Agreement, the Dongwon Entities paid a purchase price of approximately $359 at closing. The Company also expects to receive in the current fiscal year approximately an additional $23 from the Dongwon Entities related to the final working capital adjustment. The Dongwon Entities also assumed certain liabilities related to the StarKist Seafood Business. All of Del Monte’s direct plant employees related to the StarKist Seafood Business joined the Dongwon Entities as a result of the divestiture. In addition, as a result of the transaction, Del Monte transferred to the Dongwon Entities or eliminated a total of 33 salaried positions. The financial results of the StarKist Seafood Business were previously reported within the Consumer Products reportable segment. For all periods presented, the operating results and assets and liabilities related to the StarKist Seafood Business have been classified as discontinued operations.

The Company has two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products. The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

The Company operates on a 52 or 53-week fiscal year ending on the Sunday closest to April 30. The results of operations for the three months ended January 25, 2009 and January 27, 2008 each reflect periods that contain 13 weeks. The results of operations for the nine months ended January 25, 2009 and January 27, 2008 each reflect periods that contain 39 weeks.

The accompanying unaudited condensed consolidated financial statements of Del Monte as of January 25, 2009 and for the three and nine months ended January 25, 2009 and January 27, 2008 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements. Therefore, actual results could differ from those estimates. Furthermore, operating results for the three and nine months ended January 25, 2009 are not necessarily indicative of the results expected for the year ending May 3, 2009. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s annual report on Form 10-K for the year ended April 27, 2008 (“2008 Annual Report”). All significant intercompany balances and transactions have been eliminated.

6

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Note 2. Recently Issued Accounting Standards

In April 2008, the Financial Accounting Standards Board (“FASB”) finalized FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets (“FSP 142-3”).” FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. In connection with any applicable future transactions the Company will evaluate the impact, if any, that FSP 142-3 will have on its consolidated financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not believe the adoption of SFAS 162 will have a material impact on its consolidated financial statements.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets – an amendment of FASB Statement No. 132(R) (“FSP FAS 132(R)-1”).” This FSP expands the disclosure requirements under FASB Statement No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” to include disclosure on investment policies and strategies, major categories of plan assets, fair value measurements for each major category of plan assets segregated by fair value hierarchy level as defined in FASB Statement No. 157, “Fair Value Measurements,” the effect of fair value measurements using Level 3 inputs on changes in plan assets for the period, and significant concentrations of risk within plan assets. FSP FAS 132(R)-1 is effective for financial statements issued for fiscal years ending after December 15, 2009. The adoption of this standard will require expanded disclosure in the notes to the Company’s consolidated financial statements but will not impact its financial results.

Note 3. Employee Stock Plans

See Note 9 of the 2008 Annual Report for a description of the Company’s stock-based incentive plans.

The fair value for stock options granted was estimated at the date of grant using a Black-Scholes option-pricing model. The following table presents the weighted average assumptions for options granted during the nine months ended January 25, 2009 and January 27, 2008:

	Nine Months Ended
	January 25, 2009		January 27, 2008
Dividend yield	1.8	%	1.4	%
Expected volatility	26.4	%	26.4	%
Risk-free interest rate	3.2	%	4.4	%
Expected life (in years)	6.1		7.0

7

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Stock option activity and related information during the period indicated was as follows:

	Options Outstanding		Outstanding Weighted Average Exercise Price		Options Exercisable	Exercisable Weighted Average Exercise Price
Balance at April 27, 2008	16,460,664		$	9.72	10,761,811	$	9.35
Granted	3,448,800			7.91
Forfeited	(2,067,885	)		11.41
Exercised	(236,600	)		7.81
Balance at January 25, 2009	17,604,979		$	9.20	11,194,334	$	9.26

As of January 25, 2009, the aggregate intrinsic values of options outstanding and options exercisable were $0 and $0, respectively.

At January 25, 2009, the range of exercise prices and weighted-average remaining contractual life of outstanding options was as follows:

	Options Outstanding				Options Exercisable
Range of Exercise Price Per Share	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$6.04 - 8.78	8,210,304	6.17	$	7.89	5,051,504	$	7.96
$8.79 - 10.42	6,515,433	7.12		10.14	3,491,088		10.01
$10.43 - 15.85	2,879,242	5.73		10.80	2,651,742		10.74
$6.04 - 15.85	17,604,979	6.45	$	9.20	11,194,334	$	9.26

8

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Other stock-based compensation activity and related information during the period indicated was as follows:

	Performance Accelerated Restricted Stock Units		Deferred Stock Units		Board of Directors Restricted Stock Units		Performance Shares
Balance at April 27, 2008	1,129,881		377,446		98,582		1,904,089
Granted	393,800		241,958		82,424		985,500
Forfeited	(84,580	)	(2,480	)	—		(362,794	)
Vested	(306,401	)	—		—		—
Issued as common stock	—		(21,776	)	(15,468	)	—
Transferred to deferred stock units	—		23,396		(23,396	)	—
Balance at January 25, 2009	1,132,700		618,544		142,142		2,526,795

Note 4. Discontinued Operations

As described in Note 1, on October 6, 2008 Del Monte completed the divestiture of the StarKist Seafood Business. As a result of the sale, the Company recognized a gain, net of tax, of approximately $29.9. Del Monte has entered into a two-year Operating Services Agreement pursuant to which the Company will provide operational services, such as warehousing, distribution, transportation, sales, information technology and administration to Starkist Co. Del Monte has concluded that the continuing cash flows related to the Operating Services Agreement are not direct cash flows because such cash flows are not significant to the StarKist Seafood Business; and, accordingly, the operating results of the StarKist Seafood Business are appropriately reported as discontinued operations.

Net sales from discontinued operations were $0 and $280.1 for the three and nine months ended January 25, 2009, respectively, and $132.1 and $388.7 for the three and nine months ended January 27, 2008, respectively.

9

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

The assets and liabilities for the StarKist Seafood Business at April 27, 2008 were as follows:

	April 27, 2008
Cash and cash equivalents	$	0.1
Trade accounts receivable, net		9.7
Inventories		154.6
Prepaid expenses and other current assets		7.7
Property, plant and equipment, net		62.2
Goodwill		43.3
Intangible and other assets, net		1.0
Total assets held for sale		278.6
Accounts payable and accrued expenses		17.7
Other non-current liabilities		0.2
Total liabilities held for sale		17.9
Net assets held for sale	$	260.7

The following table sets forth the components of basic and diluted earnings per common share for discontinued operations for the three and nine months ended January 25, 2009:

	Three Months Ended January 25, 2009		Nine Months Ended January 25, 2009
Basic and diluted earnings per common share
Gain on sale of the StarKist Seafood Business	$	—	$	0.15
Loss from the StarKist Seafood Business		—		(0.04	)
Income from discontinued operations	$	—	$	0.11

Income from discontinued operations of $21.9 for the nine months ended January 25, 2009 includes approximately $1.5 of depreciation expense.

Star-Kist Samoa, Inc., which merged with and into Acquisition Sub in connection with the sale of the StarKist Seafood Business as described in Note 1, was party to a 10-year supply agreement with Tri-Marine International, Inc. (“Tri-Marine”) to purchase annual quantities of raw tuna from various vessels owned by or contracted to Tri-Marine. Total purchases by the Company under this agreement were approximately $72.8 and $73.7 for fiscal 2009 (for the period prior to the sale) and for fiscal 2008, respectively.

Additionally, in connection with the sale of the StarKist Seafood Business, Del Monte Corporation entered into a Bifurcation and Partial Assignment and Assumption Agreement with Impress Group, B.V. (“Impress”) and Starkist Co. to bifurcate and assign to Starkist Co. specified rights and obligations under the Amended and Restated Supply Agreement between Impress and Del Monte Corporation dated as of January 23, 2008 (the “Supply Agreement”). Total purchases by the Company under the bifurcated and assigned portion of the Supply Agreement (including under its predecessor agreement) were approximately $22.7 and $39.6 for fiscal 2009 (for the period prior to the sale) and for fiscal 2008, respectively.

10

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Note 5. Inventories

The Company’s inventories consist of the following:

	January 25, 2009			April 27, 2008
Inventories:
Finished products	$	833.1		$	512.3
Raw materials and in-process material		40.9			34.4
Packaging material and other		77.6			116.2
LIFO Reserve		(45.1	)		(0.8	)
TOTAL INVENTORIES	$	906.5		$	662.1

Note 6. Goodwill and Intangible Assets

The following table presents the Company’s goodwill and intangible assets:

	January 25, 2009			April 27, 2008
Goodwill	$	1,337.7		$	1,337.7
Non-amortizable intangible assets:
Trademarks		1,071.6			1,071.6
Amortizable intangible assets:
Trademarks		70.4			70.4
Customer relationships		89.0			89.0
Other		11.0			11.0
		170.4			170.4
Accumulated amortization		(56.7	)		(50.9	)
Amortizable intangible assets, net		113.7			119.5
Intangible assets, net	$	1,185.3		$	1,191.1

As of January 25, 2009, the Company’s goodwill was comprised of $150.2 related to the Consumer Products reportable segment and $1,187.5 related to the Pet Products reportable segment. As of April 27, 2008, the Company’s goodwill was comprised of $149.8 related to the Consumer Products reportable segment and $1,187.9 related to the Pet Products reportable segment.

Amortization expense for the three and nine months ended January 25, 2009 was $1.9 and $5.8, respectively, and $2.0 and $6.0 for the three and nine months ended January 27, 2008, respectively. The Company expects to recognize $2.0 of amortization expense during the remainder of fiscal 2009. The following table presents expected amortization of intangible assets as of January 25, 2009, for each of the five succeeding fiscal years:

2010	$	7.6
2011		7.4
2012		5.8
2013		5.7
2014		5.7

11

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Note 7. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share from continuing operations:

	Three Months Ended				Nine Months Ended
	January 25, 2009		January 27, 2008		January 25, 2009		January 27, 2008
Basic earnings per common share:
Numerator:
Income from continuing operations	$	59.6	$	49.6	$	78.9	$	77.0
Denominator:
Weighted average shares		198,300,000		199,500,000		198,000,000		201,600,000
Basic earnings per common share	$	0.30	$	0.25	$	0.40	$	0.38
Diluted earnings per common share:
Numerator:
Income from continuing operations	$	59.6	$	49.6	$	78.9	$	77.0
Denominator:
Weighted average shares		198,300,000		199,500,000		198,000,000		201,600,000
Effect of dilutive securities		200,000		1,900,000		300,000		2,500,000
Weighted average shares and equivalents		198,500,000		201,400,000		198,300,000		204,100,000
Diluted earnings per common share	$	0.30	$	0.24	$	0.40	$	0.38

The computation of diluted earnings per share calculates the effect of dilutive securities on weighted average shares. Dilutive securities include stock options, restricted stock units and other deferred stock awards.

Options outstanding in the aggregate amounts of 18,200,000 and 15,100,000 were not included in the computation of diluted earnings per share for the three and nine months ended January 25, 2009, respectively, because their inclusion would be antidilutive. Options outstanding in the aggregate amounts of 13,700,000 and 7,200,000 were not included in the computation of diluted earnings per share for the three and nine months ended January 27, 2008, respectively, because their inclusion would be antidilutive.

12

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Note 8. Debt

The Company’s debt consists of the following, as of the dates indicated:

	January 25, 2009		April 27, 2008
Short-term borrowings:
Revolving credit facility	$	137.1	$	—
Other		—		0.3
	$	137.1	$	0.3
Long-term debt:
Term A Loan	$	223.3	$	352.8
Term B Loan		641.4		839.2
Total Term Loans		864.7		1,192.0
8 5/8% senior subordinated notes		450.0		450.0
6 3/4% senior subordinated notes		250.0		250.0
		1,564.7		1,892.0
Less current portion		30.7		37.2
	$	1,534.0	$	1,854.8

The Company borrowed $112.5 from its revolving credit facility during the three months ended January 25, 2009. A total of $265.2 was repaid during the three months ended January 25, 2009. During the nine months ended January 25, 2009, the Company borrowed $501.6 from the revolving credit facility and repaid $364.5. As of January 25, 2009, the net availability under the revolving credit facility, reflecting $70.4 of outstanding letters of credit, was $242.5. The blended interest rate on the revolving credit facility was approximately 2.54% on January 25, 2009. Additionally, to maintain availability of funds under the revolving credit facility, the Company pays a 0.375% commitment fee on the unused portion of the revolving credit facility. During the nine months ended January 25, 2009 the Company applied $305.0 from the divestiture of the StarKist Seafood Business toward the reduction of the Term A and the Term B loans.

As of January 25, 2009 the fair values of the Company’s 8 5/8% senior subordinated notes and 6 3/4% senior subordinated notes were $450.0 and $235.0, respectively. As of April 27, 2008 the fair values of the Company’s 8 5/8% senior subordinated notes and 6 3/4% senior subordinated notes were $466.9 and $241.2, respectively.

The Company is scheduled to repay $6.5 of its long-term debt during the remainder of fiscal 2009. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows:

2010	$	32.3
2011		331.3
2012		494.6
2013		450.0
2014		—

Agreements relating to the Company’s long-term debt, including the credit agreement governing its senior credit facility (as amended through April 25, 2008, the “Senior Credit Facility”) and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation and its subsidiaries, among other things, to incur or guarantee indebtedness, issue capital stock, pay dividends on and redeem capital stock, prepay certain indebtedness, enter into transactions with affiliates, make other restricted payments, including investments, incur liens, consummate asset sales and enter into consolidations or mergers. Certain of these covenants are also applicable to Del Monte Foods Company. Del Monte is required to meet a maximum leverage ratio and a minimum fixed charge coverage ratio under the Senior Credit Facility. The maximum permitted leverage ratio decreases over time beginning in the fourth quarter of 2009, as set forth in the Senior Credit Facility. As of January 25, 2009, the Company believes that it is in compliance with all such financial covenants.

Note 9. Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and

13

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position 157-2, Effective Date of FASB Statement No. 157, (“FSP 157-2”) which delays the effective date of SFAS 157 by one year for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.

In the first quarter of fiscal 2009, the Company adopted SFAS 157 for financial assets and liabilities. This adoption did not have a material impact on the Company’s consolidated financial statements. The provisions of SFAS 157 for nonfinancial assets and liabilities will be adopted by the Company in the first quarter of fiscal 2010.

SFAS 157 establishes a three-tier fair value hierarchy to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

• Level 1 Inputs – unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 Inputs – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and

• Level 3 Inputs – unobservable inputs reflecting the Company’s own assumptions in measuring the asset or liability at fair value.

The Company uses commodities, natural gas and heating oil futures and option contracts (collectively, “commodity contracts”) as well as interest rate swaps and forward foreign currency contracts to hedge market risks relating to possible adverse changes in commodity and other prices, diesel fuel prices, interest rates and foreign exchange rates.

The following table provides the fair values hierarchy for financial assets and liabilities measured on a recurring basis:

	Fair Value at January 25, 2009
Description	Level 1		Level 2		Level 3
Assets
Commodity Contracts	$	1.7	$	—	$	—
Foreign Currency Contracts		—		2.2		—
Total	$	1.7	$	2.2	$	—
Liabilities
Commodity Contracts	$	23.3	$	—	$	—
Foreign Currency Contracts		—		3.0		—
Interest Rate Swap		—		24.1		—
Total	$	23.3	$	27.1	$	—

The Company’s determination of the fair value of its interest rate swap is calculated using a discounted cash flow analysis based on the terms of the swap contract and the observable interest rate curve. The Company measures the fair value of foreign currency forward contracts using an income approach based on forward rates (obtained from market quotes for futures contracts with similar terms) less the contract rate multiplied by the notional amount. The Company’s commodities contracts are futures and options contracts traded on regulated exchanges such as the Chicago Board of Trade, Kansas City Board of Trade, and the New York Mercantile Exchange. The Company values these contracts based on the daily settlement prices published by the exchanges on which the contracts are traded.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS 159 was effective for the Company as of April 28, 2008, the first day of fiscal 2009. As of January 25, 2009, the Company has not elected to adopt the fair value option under SFAS 159 for any financial instruments or other items.

14

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Note 10. Employee Severance Costs

On June 22, 2006, the Company announced a transformation plan, which was approved by the Strategic Committee of the Company’s Board of Directors on June 20, 2006, pursuant to authority granted to such Strategic Committee by the Company’s Board of Directors. The transformation plan was intended to further the Company’s progress against its strategic goal of becoming a more value-added, consumer packaged food company. The plan’s initiatives were focused on strengthening systems and processes, streamlining the organization and leveraging the scale efficiencies from the acquisitions of Meow Mix and Milk-Bone. The Company communicated to affected employees that their employment would be terminated as part of the transformation plan during fiscal 2007 and the first quarter of fiscal 2008. Termination benefits and severance costs have been expensed as part of selling, general and administrative expense and were recorded as corporate expenses.

The following table reconciles the beginning and ending accrued transformation-related termination and severance costs:

Accrued termination and severance costs - April 27, 2008	$	0.1
Termination and severance costs incurred		—
Amounts utilized		(0.1	)
Accrued termination and severance costs - July 27, 2008		—
Termination and severance costs incurred		—
Amounts utilized		—
Accrued termination and severance costs - October 26, 2008		—
Termination and severance costs incurred		—
Amounts utilized		—
Accrued termination and severance costs - January 25, 2009	$	—

Note 11. Comprehensive Income

The following table reconciles net income to comprehensive income:

	Three Months Ended						Nine Months Ended
	January 25, 2009			January 27, 2008			January 25, 2009			January 27, 2008
Net income	$	60.5		$	53.3		$	100.8		$	82.7
Other comprehensive income (loss):
Foreign currency translation adjustments		1.1			(0.8	)		(1.8	)		1.2
Loss on cash flow hedging instruments, net of tax		(0.7	)		(7.1	)		(20.4	)		(9.0	)
Total other comprehensive income (loss)		0.4			(7.9	)		(22.2	)		(7.8	)
Comprehensive income	$	60.9		$	45.4		$	78.6		$	74.9

Note 12. Other (Income) Expense

The components of other (income) expense for the three and nine months ended January 25, 2009 and January 27, 2008, respectively, are as follows:

	Three Months Ended						Nine Months Ended
	January 25, 2009			January 27, 2008			January 25, 2009		January 27, 2008
Loss (gain) on hedging contracts	$	7.5		$	(1.5	)	$	14.5	$	(2.8	)
Foreign currency transaction losses		0.6			0.2			3.8		0.4
Other		(0.2	)		0.2			0.5		0.2
Other (income) expense	$	7.9		$	(1.1	)	$	18.8	$	(2.2	)

15

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

Note 13. Retirement Benefits

Defined Benefit Plans.

Del Monte sponsors three qualified defined benefit pension plans and several unfunded defined benefit postretirement plans providing certain medical, dental and life insurance benefits to eligible retired, salaried, non-union hourly and union employees. Refer to Note 11 of the 2008 Annual Report for information about these plans. The components of net periodic benefit cost of such plans for the three and nine months ended January 25, 2009 and January 27, 2008, respectively, are as follows:

	Three Months Ended												Nine Months Ended
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	January 25, 2009			January 27, 2008			January 25, 2009			January 27, 2008			January 25, 2009			January 27, 2008			January 25, 2009			January 27, 2008
Components of net periodic benefit cost
Service cost for benefits earned during the period	$	3.1		$	3.0		$	0.5		$	0.5		$	9.4		$	9.0		$	1.4		$	1.6
Interest cost on projected benefit obligation		6.3			6.0			2.0			1.8			18.8			17.9			6.2			5.3
Expected return on plan assets		(6.7	)		(6.6	)		—			—			(20.1	)		(19.8	)		—			—
Amortization of prior service cost/(credits)		0.3			0.2			(2.1	)		(2.1	)		0.8			0.7			(6.3	)		(6.3	)
Actuarial loss/(gain)		—			(0.1	)		—			—			—			(0.2	)		—			—
Curtailment loss		—			—			—			—			0.2			—			—			—
Total benefit cost	$	3.0		$	2.5		$	0.4		$	0.2		$	9.1		$	7.6		$	1.3		$	0.6

In August 2006, the Pension Protection Act of 2006 (the “Act”) was signed into law. In general, the Act encourages employers to fully fund their defined benefit pension plans. The effect of the Act on the Company is to encourage the Company to fully fund its defined benefit plans by 2011 and meet incremental plan funding thresholds applicable for each year prior to 2011. Further, the Act would impose certain consequences on the Company’s defined benefit plans beginning with plan year 2008 if they do not meet certain of these threshold funding levels. Accordingly, this legislation has resulted in, and in the future may additionally result in, accelerated funding of the Company’s defined benefit pension plans. As of January 25, 2009, the Company had made contributions of approximately $23.0 in fiscal 2009.

Note 14. Income Taxes

As of January 25, 2009, the Company had $14.9 of unrecognized tax benefits, of which $13.5 would reduce income tax expense and the effective tax rate if recognized. As of April 27, 2008, the Company had $9.0 of unrecognized tax benefits, of which $8.3 would reduce income tax expense and the effective tax rate if recognized. The increases as compared to April 27, 2008 are primarily due to the accrual of additional state tax resulting from a proposed tax assessment.

Note 15. Legal Proceedings

Except as set forth below, there have been no material developments in the Company’s legal proceedings since the legal proceedings reported in the 2008 Annual Report:

As previously reported in the Company’s quarterly report on Form 10-Q for the period ended October 26, 2008, on October 14, 2008, Fresh Del Monte Produce Inc. (“Fresh Del Monte”) filed a complaint against the Company in U.S. District Court for the Southern District of New York. Fresh Del Monte amended its complaint on November 5, 2008. Under a trademark license agreement with the Company, Fresh Del Monte holds the rights to use the Del Monte name and trademark with respect to fresh fruit, vegetables and produce throughout the world (including the United States). Fresh Del Monte alleges that the Company breached the trademark license agreement through the marketing and sale of certain of its products sold in the refrigerated produce section of customers’ stores, including Del Monte Fruit Naturals products and the more recently introduced Del Monte Refrigerated Grapefruit Bowls. Fresh Del Monte also alleges that the Company’s advertising for certain of these products was false and misleading. Fresh Del Monte is seeking damages of $10.0, treble damages with respect to its false advertising claim, and injunctive relief. On October 14, 2008, Fresh Del Monte filed a motion for a preliminary injunction, asking the Court to enjoin the Company from making certain claims about its refrigerated products. On October 23, 2008, the Court denied that motion. The Company denies Fresh Del Monte’s allegations and plans to vigorously defend itself. Additionally, on November 21, 2008, the Company filed counter-claims against Fresh Del Monte, alleging that Fresh Del Monte has breached the trademark license agreement. Specifically, the Company alleges, among other things, that Fresh’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement.

As previously disclosed in the Company’s 2008 Annual Report, beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including the Company, announced recalls of select products. The Company believes there have been over 90 class actions and purported class actions relating to these pet food recalls. The Company has been named as a defendant in seven class actions or purported class actions related to its pet food and pet snack recall, which it initiated March 31, 2007.

16

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

The Company is currently a defendant in the following case:

• Picus v. Del Monte filed on April 30, 2007 in state court in Las Vegas, Nevada;

The Company was a defendant in the following cases:

• Carver v. Del Monte filed on April 4, 2007 in the U.S. District Court for the Eastern District of California;

• Ford v. Del Monte filed on April 7, 2007 in the U.S. District Court for the Southern District of California;

• Hart v. Del Monte filed on April 10, 2007 in state court in Los Angeles, California;

• Schwinger v. Del Monte filed on May 15, 2007 in U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in U.S. District Court for the District of Colorado; and

• Blaszkowski v. Del Monte filed on May 9, 2007 in the U.S. District Court for the Southern District of Florida.

The named plaintiffs in these seven cases allege or alleged that their pets suffered injury and/or death as a result of ingesting the Company’s and other defendants’ allegedly contaminated pet food and pet snack products. The Picus and Blaszkowski cases also contain or contained allegations of false and misleading advertising by the Company.

By order dated June 28, 2007, the Carver, Ford, Hart, Schwinger, and Tompkins cases were transferred to the U.S. District Court for the District of New Jersey and consolidated with other purported pet food class actions under the federal rules for multi-district litigation. The Blaszkowski and Picus cases were not consolidated.

The Multi-District Litigation Cases. The plaintiffs and defendants in the multi-district litigation cases, including the five consolidated cases in which the Company was a defendant, tentatively agreed to a settlement which was submitted to the U.S. District Court for the District of New Jersey on May 22, 2008. On May 30, 2008, the Court granted preliminary approval to the settlement. Pursuant to the Court’s order, notice of the settlement was disseminated to the public by mail and publication beginning June 16, 2008. Members of the class were allowed to opt-out of the settlement until August 15, 2008. On November 19, 2008, the Court entered orders approving the settlement, certifying the class and dismissing the complaints against the defendants, including the Company. The total settlement is $24.0. The portion of the Company’s contribution to this settlement is $0.25, net of insurance recovery. Four class members have filed objections to the settlement, which objections have been denied by the Court. On December 3, 2008 and December 12, 2008, these class members filed Notices of Appeal.

The Picus Case. On October 12, 2007, the Company filed a motion to dismiss in the Picus case. The state court in Las Vegas, Nevada granted the Company’s motion in part and denied the motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. The Court has not issued a ruling on that motion, but on October 30, 2008 issued an order requiring further briefing. The plaintiffs in the Picus case are seeking certification of a class action as well as unspecified damages and injunctive relief against further distribution of the allegedly defective products. The Company has denied the allegations made in the Picus case.

The Blaszkowski Case. On April 11, 2008, the plaintiffs in the Blaszkowski case filed their fourth amended complaint. On September 12, 2008 and October 9, 2008, plaintiffs filed stipulations of dismissal with respect to their complaint against certain of the defendants, including the Company. The U.S. District Court for the Southern District of Florida entered such requested dismissals on such dates, resulting in the dismissal of all claims against the Company.

Del Monte is also involved from time to time in various legal proceedings incidental to its business (or its former StarKist Seafood Business), including proceedings involving product liability claims, worker’s compensation and other employee claims, tort claims and other general liability claims, for which the Company carries insurance, as well as trademark, copyright, patent infringement and related litigation. Additionally, Del Monte is involved from time to time in claims relating to environmental remediation and similar events. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of these legal proceedings will have a material adverse effect on its financial position.

Note 16. Segment Information

The Company has the following reportable segments:

• The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products.

17

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and nine months ended January 25, 2009

(In millions, except share and per share data)

(Unaudited)

• The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

The Company’s chief operating decision-maker, its Chief Executive Officer, reviews financial information presented on a consolidated basis accompanied by disaggregated information on net sales and operating income, by operating segment, for purposes of making decisions and assessing financial performance. The chief operating decision-maker reviews assets of the Company on a consolidated basis only. The accounting policies of the individual operating segments are the same as those of the Company.

The following table presents financial information about the Company’s reportable segments:

	Three Months Ended						Nine Months Ended
	January 25, 2009			January 27, 2008			January 25, 2009			January 27, 2008
Net Sales:
Consumer Products	$	509.3		$	492.7		$	1,384.7		$	1,274.2
Pet Products		433.0			376.3			1,184.8			1,029.8
Total Company	$	942.3		$	869.0		$	2,569.5		$	2,304.0
Operating Income:
Consumer Products	$	69.0		$	59.9		$	124.6		$	113.3
Pet Products		76.7			66.4			137.8			154.8
Corporate (a)		(12.2	)		(16.1	)		(36.1	)		(45.6	)
Total Operating Income		133.5			110.2			226.3			222.5
Reconciliation to income from continuing operations before income taxes:
Interest expense		27.4			34.0			85.1			102.7
Other (income) expense		7.9			(1.1	)		18.8			(2.2	)
Income from continuing operations before income taxes	$	98.2		$	77.3		$	122.4		$	122.0

(a) Corporate represents expenses not directly attributable to reportable segments. For the three month periods ended January 25, 2009 and January 27, 2008, Corporate includes $0 and $5.2, respectively, of transformation-related expenses including all severance-related restructuring costs associated with the transformation plan. For the nine months ended January 25, 2009 and January 27, 2008, Corporate includes $0 and $12.9 of transformation-related expenses, respectively, including all severance-related restructuring costs associated with the transformation plan.

18

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our company. It should be read in conjunction with the financial statements included in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended April 27, 2008 (the “2008 Annual Report”). These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described in Part I, Item 1A. “Risk Factors” in our 2008 Annual Report and in Part II, Item 1A of this quarterly report on Form 10-Q.

Corporate Overview

Our Business. Del Monte Foods Company and its consolidated subsidiaries (“Del Monte” or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, with leading food brands such as Del Monte, S&W, Contadina, College Inn and other brand names, and food and snack brands for dogs and cats such as Meow Mix, Kibbles ‘n Bits, 9Lives, Milk-Bone, Pup-Peroni, Meaty Bone, Snausages, Pounce and other brand names.

We have two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products. The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

On October 6, 2008, pursuant to the Purchase Agreement dated June 29, 2008 among Del Monte Corporation, Dongwon Enterprise Co., Ltd. (“Dongwon Enterprise”), Dongwon Industries Co., Ltd. (“Dongwon Industries”), Dongwon F&B Co., Ltd. (“Dongwon F&B”), Starkist Co. (“Starkist Co.”, and collectively with Dongwon Enterprise, Dongwon Industries, Dongwon F&B, the “Dongwon Entities”), and Starkist Samoa Co. (“Acquisition Sub”), Del Monte Corporation (i) sold to Starkist Co. all of the outstanding stock of Galapesca S.A., Panapesca Fishing, Inc. and Marine Trading Pacific, Inc., (ii) caused Star-Kist Samoa, Inc. to be merged with and into Acquisition Sub and (iii) sold to Starkist Co. certain assets that are primarily related to the business of manufacturing, marketing, selling and distributing StarKist brand products and private label seafood products (such business, the “StarKist Seafood Business”). The divestiture included the sale of our manufacturing capabilities in American Samoa and Manta, Ecuador; and certain manufacturing assets associated with the StarKist Seafood Business located in Terminal Island, California and Guayaquil, Ecuador. Under the terms of the Purchase Agreement, the Dongwon Entities paid a purchase price of approximately $359 million at closing. We also expect to receive in the current fiscal year approximately an additional $23 million from the Dongwon Entities related to the final working capital adjustment. The Dongwon Entities also assumed certain liabilities related to the StarKist Seafood Business. All of our direct plant employees related to the StarKist Seafood Business joined the Dongwon Entities as a result of the divestiture. In addition, as a result of the transaction, we transferred to the Dongwon Entities or eliminated a total of 33 salaried positions. The financial results of the StarKist Seafood Business were previously reported within the Consumer Products reportable segment. For all periods presented, the operating results and assets and liabilities related to the StarKist Seafood Business have been classified as discontinued operations.

19

Key Performance Indicators

The following is a summary of some of our key performance indicators that we utilize to assess results of operations:

	Three Months Ended
	January 25, 2009			January 27, 2008			Change		% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales	$	942.3		$	869.0		$	73.3	8.4	%	(6.7	%)	15.1	%
Cost of Products Sold		659.8			632.4			27.4	4.3	%	(6.2	%)	10.5	%
Gross Profit		282.5			236.6			45.9	19.4	%
Selling, General and Administrative Expense		149.0			126.4			22.6	17.9	%
Operating Income	$	133.5		$	110.2		$	23.3	21.1	%
Gross Margin		30.0	%		27.2	%
Selling, General and Administrative Expense as a % of net sales		15.8	%		14.5	%
Operating Income Margin		14.2	%		12.7	%
	Nine Months Ended
	January 25, 2009			January 27, 2008			Change		% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales	$	2,569.5		$	2,304.0		$	265.5	11.5	%	(0.7	%)	12.2	%
Cost of Products Sold		1,893.1			1,679.4			213.7	12.7	%	0.9	%	11.8	%
Gross Profit		676.4			624.6			51.8	8.3	%
Selling, General and Administrative Expense		450.1			402.1			48.0	11.9	%
Operating Income	$	226.3		$	222.5		$	3.8	1.7	%
Gross Margin		26.3	%		27.1	%
Selling, General and Administrative Expense as a % of net sales		17.5	%		17.5	%
Operating Income Margin		8.8	%		9.7	%

(a) This column represents the change, as compared to the prior year period, due to volume and mix. Volume represents the change resulting from the number of units sold, exclusive of any change in price. Mix represents the change attributable to shifts in volume across products or channels.

(b) This column represents the change, as compared to the prior year period, attributable to per unit changes in net sales or cost of products sold.

Executive Overview

Our third quarter results include net sales of $942.3 million, which represents growth of 8.4% over the third quarter of fiscal 2008. Pricing actions net of elasticity (the volume decline associated with price increases) and volume growth from new products were the primary drivers of the growth in net sales.

Overall, our consumer business continues to be healthy despite the current macroeconomic environment. Our vegetable and tomato categories benefitted from consumers preparing and eating more meals at home. However, consumers continue to migrate toward value-oriented products. In our Pet segment, consumers are also focusing on buying larger package sizes. Pet trends indicate that people are continuing to purchase snacks to treat their pets despite the tough economic times.

During the third quarter of fiscal 2009, we continued to experience higher costs as compared to the prior year quarter. These cost increases were driven by higher ingredient, commodity and raw product costs, as well as higher packaging costs. In particular, in our Pet Products segment, the price of grains, fats and oils has increased, and in our Consumer Products segment, raw product costs have increased due to competition for limited acreage. During the third quarter of fiscal 2009, pricing actions, combined with our cost savings efforts, more than offset inflationary and other cost increases. Gross margin increased by 280 basis points in the third quarter of fiscal 2009 as compared to the third quarter of fiscal 2008 as a result of pricing actions. For the remainder of fiscal 2009, we expect that our ingredient, commodity, and raw product costs will continue to be higher than the prior year. We have hedged approximately 90% of our hedgeable key commodities for fiscal 2009. These hedgeable key commodities represent approximately 15% of our cost of products sold. We expect our margins to continue to increase in the fourth quarter as we realize the full impact of recent pricing. For the full year, we expect that the combined impact of existing pricing actions, together with the impact of our cost savings efforts, will fully mitigate fiscal 2009 cost increases.

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Our operating income for the three months ended January 25, 2009 was $133.5 million, which represented an increase of $23.3 million or 21.1% compared to the three months ended January 27, 2008. The increase in operating income was driven by the increased sales discussed above, partially offset by higher costs, including higher marketing costs behind both new and existing products in support of our growth strategy. We expect our year-over-year growth in marketing spending to accelerate in the fourth quarter of fiscal 2009. In addition, there were no transformation costs incurred in the third quarter of fiscal 2009, compared to $5.7 million in transformation costs incurred in the third quarter of fiscal 2008. Operating income for the three months ended January 27, 2008 included a gain of $10.0 million on the sale of the S&W brand for all markets outside of North and South America, Australia and New Zealand and there was no such gain in the three months ended January 25, 2009.

Every five or six years, depending on leap years, our fiscal year has 53 weeks rather than 52 weeks. Fiscal 2009 will contain 53 weeks. As such, our fourth quarter of fiscal 2009 will contain 14 weeks (an additional week over the fourth quarter of fiscal 2008). The impact of the extra week in the fourth quarter of fiscal 2009 is expected to be largely offset by the timing of pricing and promotional activities in the current year as compared to the prior year. Fiscal 2008 included pricing and promotional activities that, due to the timing of such activities, resulted in customers increasing inventory near the end of the fiscal year.

Critical Accounting Policies and Estimates

Our discussion and analysis of the financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we reevaluate our estimates, including those related to trade promotions, retirement benefits, goodwill and intangibles, and retained-insurance liabilities. Estimates in the assumptions used in the valuation of our stock option expense are updated periodically and reflect conditions that existed at the time of each new issuance of stock options. We base estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. For all of these estimates, we caution that future events rarely develop exactly as forecasted, and therefore, these estimates routinely require adjustment.

Management has discussed the selection of critical accounting policies and estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed our disclosure relating to critical accounting policies and estimates in this quarterly report on Form 10-Q. Our significant accounting policies are more fully described in Note 2 to our Consolidated Financial Statements included in our 2008 Annual Report. The following is a summary of the more significant judgments and estimates used in the preparation of our consolidated financial statements:

Trade Promotions

Trade promotions are an important component of the sales and marketing of our products, and are critical to the support of our business. Trade promotion costs include amounts paid to encourage retailers to offer temporary price reductions for the sale of our products to consumers, to advertise our products in their circulars, to obtain favorable display positions in their stores, and to obtain shelf space. We accrue for trade promotions, primarily at the time products are sold to customers, by reducing sales and recording a corresponding accrued liability. The amount we accrue is based on an estimate of the level of performance of the trade promotion, which is dependent upon factors such as historical trends with similar promotions, expectations regarding customer and consumer participation, and sales and payment trends with similar previously offered programs. Our original estimated costs of trade promotions are reasonably likely to change in the future as a result of changes in trends with regard to customer and consumer participation, particularly for new programs and for programs related to the introduction of new products. We perform monthly evaluations of our outstanding trade promotions; making adjustments, where appropriate, to reflect changes in our estimates. The ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by our customers for amounts they consider due to them. Final determination of the permissible trade promotion amounts due to a customer may take up to 18 months from the product shipment date. Our evaluations during the three months ended January 25, 2009 and January 27, 2008 resulted in net reductions to the trade promotion liability and increases in net sales from continuing operations of approximately $4.4 million and $1.6 million, respectively, both of which related to prior year activity. The nine month impact from these evaluations resulted in net reductions to the trade promotion liability and increases in net sales from continuing operations of approximately $4.4 million and $1.6 million for the nine months ended January 25, 2009 and January 27, 2008, respectively, which related to prior year activity.

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Retirement Benefits

We sponsor non-contributory defined benefit pension plans (“DB plans”), defined contribution plans, multi-employer plans and certain other unfunded retirement benefit plans for our eligible employees. The amount of DB plans benefits eligible retirees receive is based on their earnings and age. Retirees may also be eligible for medical, dental and life insurance benefits (“other benefits”) if they meet certain age and service requirements at retirement. Generally, other benefit costs are subject to plan maximums, such that the Company and retiree both share in the cost of these benefits.

Our Assumptions. We utilize independent third-party actuaries to assist us in calculating the expense and liabilities related to the DB plans benefits and other benefits. DB plans benefits or other benefits which are expected to be paid are expensed over the employees’ expected service period. The actuaries measure our annual DB plans benefits and other benefits expense by relying on certain assumptions made by us. Generally such assumptions are determined annually at the end of each fiscal year and include:

• The discount rate used to determine projected benefit obligation and net periodic benefit cost (DB plans benefits and other benefits);

• The expected long-term rate of return on assets (DB plans benefits);

• The rate of increase in compensation levels (DB plans benefits); and

• Other factors including employee turnover, retirement age, mortality and health care cost trend rates.

These assumptions reflect our historical experience and our best judgment regarding future expectations. The assumptions, the plan assets and the plan obligations are used to measure our annual DB plans benefits expense and other benefits expense.

Since the DB plans benefits and other benefits liabilities are measured on a discounted basis, the discount rate is a significant assumption. The discount rate was determined based on an analysis of interest rates for high-quality, long-term corporate debt at each measurement date. In order to appropriately match the bond maturities with expected future cash payments, we utilize differing bond portfolios to estimate the discount rates for the DB plans and for the other benefits. The discount rate used to determine DB plans and other benefits projected benefit obligation as of the balance sheet date is the rate in effect at the measurement date. The same rate is also used to determine DB plans and other benefits expense for the following fiscal year. The long-term rate of return for DB plans’ assets is based on our historical experience, our DB plans’ investment guidelines and our expectations for long-term rates of return. Our DB plans’ investment guidelines are established based upon an evaluation of market conditions, tolerance for risk, and cash requirements for benefit payments.

During the three and nine months ended January 25, 2009 we recognized DB plans benefits expense of $3.0 million and $9.1 million respectively, and other benefits expense of $0.4 million and $1.3 million, respectively. Our remaining fiscal 2009 DB plans benefits expense is currently estimated to be approximately $2.9 million and other benefits expense is currently estimated to be approximately $0.5 million. Our actual future DB plans benefits and other benefits expense amounts may vary depending upon various factors, including future assumptions, the accuracy of our original assumptions, plan assets and plan obligations.

Goodwill and Intangibles

Del Monte produces, distributes and markets products under many different brand names. Although each of our brand names has value, in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” only those that have been purchased have a book value on our consolidated balance sheet. During an acquisition, the purchase price is allocated to identifiable assets and liabilities, including brand names and other intangibles, based on estimated fair value, with any remaining purchase price recorded as goodwill.

We have evaluated our capitalized brand names and determined that some have useful lives that generally range from 15 to 40 years (“Amortizing Brands”) and others have indefinite useful lives (“Non-Amortizing Brands”). Non-Amortizing Brands typically have significant market share and a history of strong earnings and cash flow, which we expect to continue into the foreseeable future.

Amortizing Brands are amortized over their estimated useful lives. We review the asset groups containing Amortizing Brands (including related tangible assets) for impairment whenever events or changes in circumstances indicate that the book value of an asset group may not be recoverable in accordance with FASB SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” An asset or asset group is considered impaired if its book value exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the asset exceeds its fair value. Non-Amortizing Brands and goodwill are not amortized, but are instead tested for impairment at least annually. Non-Amortizing

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Brands are considered impaired if the book value exceeds the estimated fair value. Goodwill is considered impaired if the book value of the reporting unit containing the goodwill exceeds its estimated fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

The estimated fair value of our Non-Amortizing Brands is determined using the relief from royalty method, which is based upon the estimated rent or royalty we would pay for the use of a brand name if we did not own it. Changes in our sales forecasts associated with a brand could materially affect our estimates of future cash flows and lead to recognition of an impairment charge relating to the brand. For goodwill, the estimated fair value of a reporting unit is determined using the income approach, which is based on the cash flows that the unit is expected to generate over its remaining life, and the market approach, which is based on market multiples of similar businesses. Annually, we engage third-party valuation experts to assist in this process.

Considerable management judgment is necessary in estimating future cash flows, market interest rates, discount factors and other factors affecting the valuation of goodwill and intangibles, including the operating and macroeconomic factors that may affect them. We use historical financial information, internal plans and projections, and industry information in making such estimates.

We did not recognize any impairment charges for our Amortizing Brands, Non-Amortizing Brands or goodwill during the three and nine months ended January 25, 2009 and January 27, 2008. While we currently believe the fair value of all of our intangible assets exceeds book value, materially different assumptions regarding future performance and discount rates could result in future impairment losses.

Stock Option Expense

We believe an effective way to align the interests of certain employees with those of our stockholders is through employee stock-based incentives. We typically issue two types of employee stock-based incentives: stock options and restricted stock incentives (“Restricted Shares”).

Stock options are stock incentives in which employees benefit to the extent our stock price exceeds the strike price of the stock option before expiration. A stock option is the right to purchase a share of our common stock at a predetermined exercise price. For the stock options that we grant, the employee’s exercise price is typically equivalent to our stock price on the date of the grant (as set forth in our stock incentive plan). Typically, these employees vest in stock options in equal annual installments over a four year period and such options generally have a ten-year term until expiration.

Restricted Shares are stock incentives in which employees receive the rights to own shares of our common stock and do not require the employee to pay an exercise price. Restricted Shares include restricted stock units, performance share units and performance accelerated restricted stock units. Restricted stock units vest over a period of time. Performance share units vest at predetermined points in time if certain corporate performance goals are achieved or are forfeited if such goals are not met. Performance accelerated restricted stock units vest at a point in time, which may accelerate if certain stock performance measures are achieved.

Fair Value Method of Accounting. We adopted the provisions of SFAS 123R “Share-Based Payment” as of May 1, 2006 and elected to use the modified prospective transition method of adoption.

Our Assumptions. Under the fair value method of accounting for stock-based compensation, we measure stock option expense at the date of grant using the Black-Scholes valuation model. This model estimates the fair value of the options based on a number of assumptions, such as interest rates, employee exercises, the current price and expected volatility of our common stock and expected dividends, if any. The expected life is a significant assumption as it determines the period for which the risk-free interest rate, volatility and dividend yield must be applied. The expected life is the average length of time in which we expect our employees to exercise their options. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. Expected stock volatility reflects movements in our stock price over a historical period that matches the expected life of the options. The dividend yield assumption is based on our recent history of paying quarterly dividends and our expectation that the Board of Directors will continue to declare quarterly dividends at the same rate for the expected life of options granted.

Retained-Insurance Liabilities

Our business exposes us to the risk of liabilities arising out of our operations. For example, liabilities may arise out of claims of employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We manage these risks through various insurance contracts from third-party insurance carriers. We, however, retain an insurance risk for the deductible portion of each claim. For example, the deductible under our loss-sensitive

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worker’s compensation insurance policy is up to $0.5 million per claim. An independent, third party actuary is engaged to assist us in estimating the ultimate costs of certain retained insurance risks. Actuarial determination of our estimated retained-insurance liability is based upon the following factors:

• Losses which have been reported and incurred by us;

• Losses which we have knowledge of but have not yet been reported to us;

• Losses which we have no knowledge of but are projected based on historical information from both our Company and our industry; and

• The projected costs to resolve these estimated losses.

Our estimate of retained-insurance liabilities is subject to change as new events or circumstances develop which might materially impact the ultimate cost to settle these losses. During the three months ended January 25, 2009 and January 27, 2008 we experienced no significant adjustments to our estimates. During the nine months ended January 25, 2009, we reduced our estimate of retained-insurance liabilities related to prior years by approximately $2.3 million primarily as a result of favorable claims history. During the nine months ended January 27, 2008, we reduced our estimate of retained-insurance liabilities related to prior years by approximately $2.8 million primarily as a result of favorable claims history.

Results of Operations

The following discussion provides a summary of operating results for the three and nine months ended January 25, 2009, compared to the results for the three and nine months ended January 27, 2008.

Net Sales

	Three Months Ended
	January 25, 2009		January 27, 2008		Change		% Change		Volume (a)		Rate (b)
	(In millions, except percentages)
Net Sales
Consumer Products	$	509.3	$	492.7	$	16.6	3.4	%	(11.7	%)	15.1	%
Pet Products		433.0		376.3		56.7	15.1	%	(0.2	%)	15.3	%
Total	$	942.3	$	869.0	$	73.3	8.4	%
	Nine Months Ended
	January 25, 2009		January 27, 2008		Change		% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales
Consumer Products	$	1,384.7	$	1,274.2	$	110.5	8.7	%	(3.9	%)	12.6	%
Pet Products		1,184.8		1,029.8		155.0	15.1	%	3.3	%	11.8	%
Total	$	2,569.5	$	2,304.0	$	265.5	11.5	%

(a) This column represents the change, as compared to the prior year period, due to volume and mix. Volume represents the change resulting from the number of units sold, exclusive of any change in price. Mix represents the change attributable to shifts in volume across products or channels.

(b) This column represents the change, as compared to the prior year period, attributable to per unit changes in net sales or cost of products sold.

Net sales for the three months ended January 25, 2009 were $942.3 million, an increase of $73.3 million, or 8.4%, compared to $869.0 million for the three months ended January 27, 2008. Net sales for the nine months ended January 25, 2009 were $2,569.5 million, an increase of $265.5 million, or 11.5%, compared to $2,304.0 million for the nine months ended January 27, 2008.

Net sales in our Consumer Products reportable segment were $509.3 million for the three months ended January 25, 2009, an increase of $16.6 million or 3.4% compared to the three months ended January 27, 2008. Net sales increased across the portfolio, driven by net pricing (pricing, net of the volume decline associated with price increases, or elasticity) and new product sales, partially offset by lower volume in certain existing fruit and vegetable products. Overall, existing product volume declined, primarily due to elasticity from pricing and higher than expected promotional activity by competitors.

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Net sales in our Consumer Products reportable segment were $1,384.7 million for the nine months ended January 25, 2009, an increase of $110.5 million or 8.7% compared to the nine months ended January 27, 2008. Net sales increased across the portfolio, driven by net pricing and new product sales.

Net sales in our Pet Products reportable segment were $433.0 million for the three months ended January 25, 2009, an increase of $56.7 million or 15.1% compared to $376.3 million for the three months ended January 27, 2008. The increase was primarily driven by net pricing (pricing, net of the volume decline associated with price increases, or elasticity), volume growth in existing dry pet food products (driven primarily by consumer trends to value oriented products) and new product sales.

For the nine months ended January 25, 2009, net sales in our Pet Products reportable segment were $1,184.8 million, an increase of $155.0 million or 15.1% compared to $1,029.8 million for the nine months ended January 27, 2008. The increase was primarily driven by net pricing, volume growth in dry pet food products driven by promotional activity and new product sales.

Cost of products sold. Cost of products sold for the three months ended January 25, 2009 was $659.8 million, an increase of $27.4 million, or 4.3%, compared to $632.4 million for the three months ended January 27, 2008. The cost of products sold for the nine months ended January 25, 2009 was $1,893.1 million, an increase of $213.7 million, or 12.7%, compared to $1,679.4 million for the nine months ended January 27, 2008. These increases were primarily due to continued cost increases. Our cost increases were primarily due to higher ingredient, commodity, raw product and other related costs. In particular, our Pet Products segment was impacted by higher grains, fats and oils costs and our Consumer Products segment was impacted by higher raw product costs. Higher packaging costs also negatively impacted cost of products sold for the three and nine month periods.

Gross margin. Our gross margin percentage for the three months ended January 25, 2009 increased 2.8 points to 30.0%, compared to 27.2% for the three months ended January 27, 2008. Net pricing benefitted gross margin by 9.6 points. This increase was negatively impacted by a 6.6 margin point reduction related to the higher costs noted above and a 0.2 margin point reduction due to unfavorable product mix.

For the nine months ended January 25, 2009, our gross margin percentage decreased 0.8 points to 26.3%, compared to 27.1% for the nine months ended January 27, 2008. We benefitted from 7.9 margin points of net pricing which was more than offset by a 7.6 margin point reduction related to the higher costs noted above and a 1.1 margin point reduction due to unfavorable product mix. The unfavorable product mix impacted our Consumer Products and Pet Products segments. In our Consumer Products segment, we experienced lower volume of higher margin fruit products and higher volume of lower margin tomato products. In our Pet Products segment, we saw consumer migration to higher value, larger size packages of dry pet food, as well as higher value oriented wet pet foods, both of which have a lower margin.

Selling, general and administrative expense. Selling, general and administrative (“SG&A”) expense for the three months ended January 25, 2009 was $149.0 million, an increase of $22.6 million, or 17.9%, compared to SG&A of $126.4 million for the three months ended January 27, 2008. The increase in SG&A expense was in part due to higher marketing costs reflecting increased investments behind new product launches in packaged produce in the Consumer Products segment. In addition, SG&A expense for the three months ended January 27, 2008 included a gain of $10.0 million on the sale of the S&W brand for all markets outside of North and South America, Australia and New Zealand and there was no such gain in the three months ended January 25, 2009. The increase in SG&A expense was partially offset by a decrease in transformation costs to $0 in the third quarter of fiscal 2009, compared to $5.7 million for the three months ended January 27, 2008.

For the nine months ended January 25, 2009 SG&A expense was $450.1 million, an increase of $48.0 million, or 11.9%, compared to SG&A of $402.1 million for the nine months ended January 27, 2008. Our increase in SG&A expense was primarily driven by higher marketing costs reflecting increased investments behind new product launches and by costs associated with the centralization of all marketing and certain related functions in San Francisco. In addition, higher fuel costs and the absence of the prior year S&W gain described above contributed to the increase in SG&A expense. These increases were partially offset by a decrease in transformation costs for the nine months ended January 25, 2009 to $0, compared to $14.0 million for the nine months ended January 27, 2008. For the remainder of fiscal 2009 we expect our year-over-year growth in marketing spending behind both new and existing products to accelerate in support of our growth strategy.

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Operating Income

	Three Months Ended
	January 25, 2009			January 27, 2008			Change			% Change
	(In millions, except percentages)
Operating Income
Consumer Products	$	69.0		$	59.9		$	9.1		15.2	%
Pet Products		76.7			66.4			10.3		15.5	%
Corporate (a)		(12.2	)		(16.1	)		3.9		(24.2	%)
Total	$	133.5		$	110.2		$	23.3		21.1	%
	Nine Months Ended
	January 25, 2009			January 27, 2008			Change			% Change
	(in millions, except percentages)
Operating Income
Consumer Products	$	124.6		$	113.3		$	11.3		10.0	%
Pet Products		137.8			154.8			(17.0	)	(11.0	%)
Corporate (a)		(36.1	)		(45.6	)		9.5		(20.8	%)
Total	$	226.3		$	222.5		$	3.8		1.7	%

(a) Corporate represents expenses not directly attributable to reportable segments. For the three month periods ended January 25, 2009 and January 27, 2008, Corporate includes $0 and $5.2 million, respectively, of transformation-related expenses, including all severance-related restructuring costs associated with the transformation plan. For the nine month periods ended January 25, 2009 and January 27, 2008, Corporate includes $0 and $12.9 million, respectively, of transformation-related expenses, including all severance-related restructuring costs associated with the transformation plan.

Operating income for the three months ended January 25, 2009 was $133.5 million, an increase of $23.3 million, or 21.1%, compared to operating income of $110.2 million for the three months ended January 27, 2008. For the nine months ended January 25, 2009, operating income was $226.3 million, an increase of $3.8 million, or 1.7%, compared to operating income of $222.5 million for the nine months ended January 27, 2008.

Our Consumer Products reportable segment operating income increased by $9.1 million, or 15.2%, to $69.0 million for the three months ended January 25, 2009 from $59.9 million for the three months ended January 27, 2008. For the nine months ended January 25, 2009, our Consumer Products reportable segment operating income increased by $11.3 million, or 10.0%, to $124.6 million from $113.3 million for the nine months ended January 27, 2008. These increases in operating income were driven by the increased sales, including pricing actions, partially offset by higher costs. In addition, operating income for the three and nine months ended January 27, 2008 included a gain on the S&W sale described above, while the three and nine months ended January 25, 2009 had no such gain. The nine month results were also negatively impacted by unfavorable product mix in fruit and tomatoes.

Our Pet Products reportable segment operating income increased by $10.3 million, or 15.5%, to $76.7 million for the three months ended January 25, 2009 from $66.4 million for the three months ended January 27, 2008. This increase was driven by net pricing, partially offset by increased costs. For the nine months ended January 25, 2009, our Pet Products reportable segment operating income decreased by $17.0 million, or 11.0%, to $137.8 million from $154.8 million for the nine months ended January 27, 2008. This decrease in operating income was driven primarily by unfavorable product mix and the significant increase in costs, partially offset by the increase in sales, including pricing. The unfavorable product mix resulted from consumer purchases of higher value, larger size packages of dry pet food, which have a lower margin.

Our corporate expenses decreased by $3.9 million during the three months ended January 25, 2009 compared to the prior year period. This decrease resulted primarily from the decrease in transformation costs to $0 in the three months ended January 25, 2009, compared to $5.2 million of transformation costs in the three months ended January 27, 2008. Our corporate expenses decreased by $9.5 million during the nine months ended January 25, 2009 compared to January 27, 2008. This decrease resulted primarily from the decrease in transformation costs to $0 in the nine months ended January 25, 2009, compared to $12.9 million of transformation costs in the nine months ended January 27, 2008.

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Interest expense. Interest expense decreased $6.6 million, or 19.4%, to $27.4 million for the three months ended January 25, 2009 from $34.0 million for the three months ended January 27, 2008. This decrease resulted primarily from lower debt levels and lower average interest rates. Interest expense decreased $17.6 million, or 17.1%, to $85.1 million for the nine months ended January 25, 2009 from $102.7 million for the nine months ended January 27, 2008. This decrease resulted primarily from lower average interest rates and lower debt levels.

Other (income) expense. Other expense of $7.9 million and $18.8 million for the three and nine months ended January 25, 2009, respectively, consists primarily of mark-to-market adjustments for our hedging contracts for heating oil and natural gas that remained open at the end of the quarter and foreign currency transaction losses. Other income of $1.1 million and $2.2 million for the three and nine months ended January 27, 2008, respectively, primarily consists of gains on hedging contracts.

Provision for Income Taxes. The effective tax rate for continuing operations for the three months ended January 25, 2009 was 39.3%, compared to 35.8% for the three months ended January 27, 2008. This increase is primarily due to the accrual of additional state tax resulting from a proposed tax assessment. For the nine months ended January 25, 2009, the effective tax rate was 35.5%, compared to 36.9% for the nine months ended January 27, 2008. The decrease in rate for the nine month period was primarily due to the cumulative benefit created by the Emergency Economic Stabilization Act of 2008 (The Act), enacted in October 2008, partially offset by the accrual of additional state tax as discussed above. The Act provided for the retroactive extension of a tax credit for companies operating in American Samoa. Due to the sale of the StarKist Seafood Business, we will not generate additional tax benefits from the tax law change in subsequent quarters. The retroactive impact of this change in tax law was recorded on a discrete basis in the second quarter of fiscal 2009 as a reduction to the provision for income taxes for continuing operations. As a result, we expect our effective tax rate for continuing operations to be between 36% and 37% for fiscal 2009.

Income from Discontinued Operations. The income from discontinued operations of $0.9 million for the three months ended January 25, 2009 primarily results from changes in estimates related to the sale of the StarKist Seafood Business. The pre-tax loss of $5.3 million results from adjustments to the working capital associated with the sale of the StarKist Seafood Business. The $6.2 million benefit for income taxes results from a change in income between tax jurisdictions applicable to the sale of the StarKist Seafood Business as well as the tax benefit associated with the $5.3 million pre-tax loss. The income from discontinued operations of $21.9 million for the nine months ended January 25, 2009 primarily results from a $29.9 million gain on the sale of our StarKist Seafood Business, which was sold in October 2008. The income from discontinued operations of $3.7 million and $5.7 million for the three and nine months ended January 27, 2008, respectively, primarily represents the results of operations of our StarKist Seafood Business, which was sold in October 2008. See “Corporate Overview“ above.

Liquidity and Capital Resources

We have cash requirements that vary based primarily on the timing of our inventory production for fruit, vegetable and tomato items. Inventory production relating to these items typically peaks during the first and second fiscal quarters. Our most significant cash needs relate to this seasonal inventory production, as well as to continuing cash requirements related to the production of our other products. In addition, our cash is used for the repayment, including interest and fees, of our primary debt obligations (i.e. our revolver and term loans under our senior credit facility, our senior subordinated notes and, if necessary, our letters of credit), contributions to our pension plans, expenditures for capital assets, lease payments for some of our equipment and properties, payment of dividends, and other general business purposes. Although we expect to continue to pay dividends, the declaration and payment of future dividends, if any, is subject to determination by our Board of Directors each quarter and is limited by our senior credit facility and indentures. We may from time to time consider other uses for our cash flow from operations and other sources of cash. Such uses may include, but are not limited to, future acquisitions, transformation or restructuring plans or share repurchases. Our primary sources of cash are typically funds we receive as payment for the products we produce and sell and from our revolving credit facility.

In August 2006, the Pension Protection Act of 2006 (the “Act”) was signed into law. In general, the Act encourages employers to fully fund their defined benefit pension plans. The effect of the Act on Del Monte is to encourage us to fully fund our defined benefit pension plans by 2011 and meet incremental plan funding thresholds applicable for each year prior to 2011. Further, the Act would impose certain negative consequences on our defined benefit plans beginning with the 2008 plan year if they do not meet certain of these threshold funding levels. Accordingly, this legislation has resulted in, and in the future may additionally result in, accelerated funding of our defined benefit pension plans. As of January 25, 2009 we made contributions of approximately $23.0 million in fiscal 2009. In fiscal 2008, we made contributions of $34.4 million, which included a minimum contribution of approximately $16.0 million and an incremental contribution of approximately $18.4 million. We continue to analyze the full impact of this law on our financial position, results of operations and cash flows. We expect to make contributions of approximately $30-$40 million in fiscal 2010. Refer to Note 11 to the Consolidated Financial Statements in our 2008 Annual Report for information about our defined benefit pension plans.

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We believe that cash flow from operations and availability under our revolving credit facility will provide adequate funds for our working capital needs, planned capital expenditures, debt service obligations, planned payment of dividends and planned pension plan contributions for at least the next 12 months.

Our debt consists of the following, as of the dates indicated (in millions):

	January 25, 2009		April 27, 2008
Short-term borrowings:
Revolving credit facility	$	137.1	$	—
Other		—		0.3
	$	137.1	$	0.3
Long-term debt:
Term A Loan	$	223.3	$	352.8
Term B Loan		641.4		839.2
Total Term Loans		864.7		1,192.0
8 5/8% senior subordinated notes		450.0		450.0
6 3/4% senior subordinated notes		250.0		250.0
		1,564.7		1,892.0
Less current portion		30.7		37.2
	$	1,534.0	$	1,854.8

We borrowed $112.5 million from the revolving credit facility during the three months ended January 25, 2009. A total of $265.2 million was repaid during the three months ended January 25, 2009. During the nine months ended January 25, 2009, we borrowed $501.6 million from the revolving credit facility and repaid $364.5 million. As of January 25, 2009, the net availability under the revolving credit facility, reflecting $70.4 million of outstanding letters of credit, was $242.5 million. The blended interest rate on the revolving credit facility was approximately 2.54% on January 25, 2009. Additionally, to maintain availability of funds under the revolving credit facility, we pay a 0.375% commitment fee on the unused portion of the revolving credit facility. During the three months ended January 25, 2009 we applied $305.0 million from the divestiture of the StarKist Seafood Business toward the reduction of the Term A and the Term B loans.

Scheduled maturities of our long-term debt are $6.5 million for the remainder of fiscal 2009. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows (in millions):

2010	$	32.3
2011		331.3
2012		494.6
2013		450.0
2014		—

At some time during the next 15 months, we expect to pursue refinancing of some or all of our debt, particularly our debt under our senior credit facility in light of our scheduled maturities. The timing, approach, and terms of any such refinancing would depend upon market conditions and management’s judgment, among other factors. Given the current economic environment, we expect that the interest rates on our debt will increase as a result of any such refinancing. In addition, the expenses associated with any such refinancing could be material.

Restrictive and Financial Covenants

Agreements relating to our long-term debt, including the credit agreement governing our senior credit facility (as amended from time to time, the “Senior Credit Facility”) and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation and its subsidiaries, among other things, to incur or guarantee indebtedness, issue capital stock, pay dividends on and redeem capital stock, prepay certain indebtedness, enter into transactions with affiliates, make other restricted payments, including investments, incur liens, consummate asset sales and enter into consolidations or mergers. Del Monte Corporation, the primary obligor on our debt obligations, is a direct, wholly-owned subsidiary of Del Monte Foods Company. Certain of these covenants are also applicable to Del Monte Foods Company.

We are required to meet a maximum leverage ratio and a minimum fixed charge coverage ratio under the Senior Credit Facility. As of January 25, 2009, we believe that we are in compliance with all such financial covenants. The maximum permitted leverage ratio decreases over time beginning in the fourth quarter of fiscal 2009, as set forth in the Senior Credit Facility. Compliance with these covenants is monitored periodically in order to assess the likelihood of continued compliance. Our ability to continue to comply with these covenants may be affected by events beyond our control.

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If we are unable to comply with the covenants under the Senior Credit Facility or any of the indentures governing our senior subordinated notes, there would be a default, which if not waived, could result in the acceleration of a significant portion of our indebtedness.

Contractual and Other Cash Obligations

The following table summarizes our contractual and other cash obligations at January 25, 2009:

	Payments due by period
	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	(in millions)
Long-term Debt	$	1,564.7	$	30.7	$	834.0	$	450.0	$	250.0
Capital Lease Obligations		—		—		—		—		—
Operating Leases		238.7		51.2		71.5		45.3		70.7
Purchase Obligations (1)		905.7		404.8		298.9		132.8		69.2
Other Long-term Liabilities Reflected on the Balance Sheet (2)		248.0		—		71.8		39.0		137.2
Total Contractual Obligations	$	2,957.1	$	486.7	$	1,276.2	$	667.1	$	527.1

(1) Purchase obligations consist primarily of fixed commitments under supply, ingredient, packaging, co-pack, grower commitments and other agreements. The amounts presented in the table do not include items already recorded in accounts payable and accrued expenses at January 25, 2009, nor does the table reflect obligations we are likely to incur based on our plans, but are not currently obligated to pay. Many of our contracts are requirement contracts and currently do not represent a firm commitment to purchase from our suppliers. Therefore, requirement contracts are not reflected in the above table. Certain of our suppliers commit resources based on our planned purchases and we would likely be liable for a portion of their expenses if we deviated from our communicated plans. In the above table, we have included estimates of the probable “breakage” expenses we would incur with these suppliers if we stopped purchasing from them as of January 25, 2009. Aggregate future payments for our grower commitments are estimated based on January 25, 2009 pricing and fiscal 2009 volume. Aggregate future payments under employment agreements are estimated generally assuming that each such employee will continue providing services for the next five years, that salaries remain at current levels, and that annual incentive awards to be paid with respect to each fiscal year shall be equal to the amounts actually paid with respect to fiscal 2008, the most recent period for which annual incentive awards have been paid.

(2) As of January 25, 2009, we had unrecognized tax benefits of $14.9 million. We are not able to reasonably estimate the timing of future cash flows related to this amount. As a result, this amount is not included in the table above.

Cash Flows

During the nine months ended January 25, 2009, our cash and cash equivalents decreased by $13.2 million and during the nine months ended January 27, 2008, our cash and cash equivalents increased by $8.2 million.

	Nine Months Ended
	January 25, 2009			January 27, 2008
	(in millions)
Net Cash Used in Operating Activities	$	(88.9	)	$	—
Net Cash Provided by (Used in) Investing Activities		287.6			(49.6	)
Net Cash (Used in) Provided by Financing Activities		(212.0	)		57.1

Operating Activities. Cash used in operating activities for the nine months ended January 25, 2009 was $88.9 million, compared to $0 for the nine months ended January 27, 2008. This fluctuation was primarily driven by the higher inventory levels in the first nine months of fiscal 2009 and cash payments related to commodity futures positions. The cash

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requirements of the Consumer Products operating segment vary significantly during the year to coincide with the seasonal growing cycles of fruit, vegetables and tomatoes. The vast majority of our fruit, vegetable and tomato inventories are produced during the packing season, from June through October, and then depleted during the remaining months of the fiscal year. As a result, the vast majority of our total operating cash flow is generated during the second half of the fiscal year.

Investing Activities. Cash provided by investing activities for the nine months ended January 25, 2009 was $287.6 million compared to cash used in investing activities of $49.6 million for the nine months ended January 27, 2008. Cash provided by investing activities for the nine months ended January 25, 2009 consisted of proceeds from the sale of the StarKist Seafood Business, partially offset by capital spending. Cash used in investing activities for the nine months ended January 27, 2008 consisted primarily of capital spending. Capital spending during the first nine months of fiscal 2009 was $55.5 million compared to $66.4 million during the first nine months of fiscal 2008. Capital spending for the remainder of fiscal 2009 is expected to approximate $25 million to $35 million and is expected to be funded by cash generated by operating activities.

Financing Activities. Cash used in financing activities for the nine months ended January 25, 2009 was $212.0 million compared to cash provided by financing activities of $57.1 million for the nine months ended January 27, 2008. During the first nine months of fiscal 2009, we borrowed a net of $136.8 million in short-term borrowings as a result of incurring seasonal borrowings for operations, compared to net borrowings of $149.6 million during the first nine months of fiscal 2008. In addition, during the nine months ended January 25, 2009 and January 27, 2008, we made repayments of $327.2 million and $22.0 million, respectively, towards our outstanding term loan principal. Repayments during the first nine months of fiscal 2009 included $305.0 million from the divestiture of the StarKist Seafood Business. We also paid $23.7 million and $24.3 million in dividends during the nine months ended January 25, 2009 and January 27, 2008, respectively.

Recently Issued Accounting Standards

In April 2008, the Financial Accounting Standards Board (“FASB”) finalized FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets (“FSP 142-3”).” FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. In connection with any applicable future transactions, we will evaluate the impact, if any, that FSP 142-3 will have on our consolidated financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not believe the adoption of SFAS 162 will have a material impact on our consolidated financial statements.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets – an amendment of FASB Statement No. 132(R) (“FSP FAS 132(R)-1”).” This FSP expands the disclosure requirements under FASB Statement No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” to include disclosure on investment policies and strategies, major categories of plan assets, fair value measurements for each major category of plan assets segregated by fair value hierarchy level as defined in FASB Statement No. 157, “Fair Value Measurements,” the effect of fair value measurements using Level 3 inputs on changes in plan assets for the period, and significant concentrations of risk within plan assets. FSP FAS 132(R)-1 is effective for financial statements issued for fiscal years ending after December 15, 2009. The adoption of this standard will require expanded disclosure in the notes to our consolidated financial statements but will not impact our financial results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have a risk management program which was adopted with the objective of minimizing our exposure to changes in interest rates, commodity and other prices and foreign currency exchange rates. We do not trade or use instruments with the objective of earning financial gains on price fluctuations alone or use instruments where there are not underlying exposures.

During the nine months ended January 25, 2009, we were primarily exposed to the risk of loss resulting from adverse changes in interest rates, commodity and other prices and foreign currency exchange rates, which affect interest expense on our floating-rate obligations and the cost of our raw materials and other inputs, respectively.

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Interest Rates. Our debt primarily consists of floating rate term loans and fixed rate notes. We also use our floating rate revolving credit facility primarily to fund seasonal working capital needs and other uses of cash. Interest expense on our floating rate debt is typically calculated based on a fixed spread over a reference rate, such as LIBOR. Therefore, fluctuations in market interest rates will cause interest expense increases or decreases on a given amount of floating rate debt.

We manage a portion of our interest rate risk related to floating rate debt by entering into interest rate swaps in which we receive floating rate payments and make fixed rate payments. On September 6, 2007, we entered into an interest rate swap, with a notional amount of $400.0 million and an effective date of October 26, 2007, as the fixed rate-payer. A formal cash flow hedge accounting relationship was established between the swap and a portion of our interest payment on our floating rate debt.

During the nine months ended January 25, 2009, our interest rate cash flow hedges resulted in a $6.4 million decrease to other comprehensive income (“OCI”) and a $4.1 million decrease to deferred tax liabilities. Our interest rate cash flow hedges had an impact of $5.2 million on interest expense. On January 25, 2009, the fair value of our interest rate swap was recorded as a non-current liability of $24.1 million. As of April 27, 2008, the fair value of our interest rate swap was recorded as a non-current liability of $13.6 million.

The table below presents our market risk associated with debt obligations as of January 25, 2009. The fair values are based on quoted market prices. Variable interest rates disclosed represent the weighted average rates in effect on January 25, 2009.

	Maturity
	Remainder of Fiscal 2009			Fiscal 2010			Fiscal 2011			Fiscal 2012			Fiscal 2013			Fiscal 2014		After Fiscal 2014			Total			Fair Value January 25, 2009
	(in millions, except percentages)
Interest Rate Risk:
Debt
Fixed Rate	$	—		$	—		$	—		$	—		$	450.0		$	—	$	250.0		$	700.0		$	685.0
Average Interest Rate		—			—			—			—			8.63	%		—		6.75	%		7.96	%
Variable Rate	$	6.5		$	32.3		$	331.3		$	494.6		$	—		$	—	$	—		$	864.7		$	864.7
Average Interest Rate		2.21	%		2.21	%		2.21	%		2.21	%		—			—		—			2.21	%
Interest Rate Swaps
Notional Amount		—			—		$	400.0			—			—			—		—		$	400.0		$	24.1
Average Rate Receivable		—			—			1.13	%		—			—			—		—			1.13	%
Fixed Rate Payable		—			—			4.77	%		—			—			—		—			4.77	%

Commodities and Other Prices.

Commodities: Certain commodities such as corn, wheat, soybean meal, and soybean oil are used in the production of our products. Generally these commodities are purchased based upon market prices that are established with the vendor as part of the purchase process. We use futures or options contracts as deemed appropriate to reduce the effect of price fluctuations on anticipated purchases. We account for these commodities derivatives as either cash flow or economic hedges. For cash flow hedges, the effective portion of derivative gains and losses is deferred in equity and recognized as part of cost of products sold in the appropriate period and the ineffective portion is recognized as other income or expense. Changes in the value of economic hedges are recorded directly in earnings. These contracts generally have a term of less than 18 months. We expect to continue our hedging program with respect to commodities during the remainder of fiscal 2009.

On January 25, 2009, the fair values of our commodities hedges were recorded as current assets of $1.7 million and current liabilities of $9.9 million. On April 27, 2008, the fair values of our commodities hedges were recorded as current assets of $2.5 million and current liabilities of $1.0 million.

Other: During the second quarter of fiscal 2009 we resumed our hedging program for heating oil. The heating oil contracts are used as a proxy for fluctuations in diesel fuel prices. These contracts generally have a term of less than twelve months and do not qualify as cash flow hedges for accounting purposes. Accordingly, associated gains and losses are recorded directly as other income or expense. As of January 25, 2009, the fair values of our heating oil contracts were recorded as current liabilities of $2.1 million. We expect to continue our hedging program with respect to heating oil during the remainder of fiscal 2009.

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We have a hedging program for natural gas. We account for these natural gas derivatives as either cash flow or economic hedges. These contracts generally have a term of 18 months or less. For cash flow hedges, the effective portion of derivative gains and losses is deferred in equity and recognized as part of cost of products sold in the period natural gas is consumed and the ineffective portion is recognized as other income or expense. Changes in the value of economic hedges are recorded directly in earnings. As of January 25, 2009, the fair values of our natural gas hedges were recorded as current liabilities of $11.3 million. As of April 27, 2008, the fair values of our natural gas hedges were recorded as current assets of $1.7 million. We expect to continue our hedging program with respect to natural gas during the remainder of fiscal 2009.

The table below presents our commodity, natural gas and heating oil derivative contracts as of January 25, 2009. The fair values indicated are based on quoted market prices. All of the commodity, natural gas and heating oil derivative contracts held on January 25, 2009 are scheduled to mature prior to the end of fiscal 2010.

	Soybean Meal (Short Tons)			Soybean Oil (Pounds)			Corn (Bushels)			Hard Wheat (Bushels)			Natural Gas (Decatherms)			Heating Oil (Gallons)
Futures Contracts
Contract Volumes		127,600			1,260,000			7,860,000			745,000			3,550,000			3,150,000
Weighted Average Price	$	304.81		$	0.38		$	5.16		$	7.03		$	8.38		$	2.14
Contract Amount ($ in millions)	$	38.9		$	0.5		$	40.6		$	5.2		$	29.8		$	6.7
Fair Value ($ in millions)	$	(0.2	)	$	(0.1	)	$	(7.4	)	$	(0.5	)	$	(11.3	)	$	(2.1	)

Foreign Currency: We manage our exposure to fluctuations in foreign currency exchange rates by entering into forward contracts to cover a portion of our projected expenditures paid in local currency. These contracts generally have a term of less than 18 months and qualify as cash flow hedges for accounting purposes. Accordingly, the effective derivative gains and losses are deferred in equity and recognized in the period the expenditure is incurred as part of cost of products sold or other income or expense. As of January 25, 2009, the fair values of our foreign currency hedges were recorded as current assets of $2.2 million and current liabilities $3.0 million. As of April 27, 2008, the fair values of our foreign currency hedges were recorded as current assets of $1.3 million. We expect to continue our hedging program with respect to foreign currency during the remainder of fiscal 2009.

The table below presents our foreign currency derivative contracts as of January 25, 2009. The fair values indicated are based on quoted market prices. All of the foreign currency derivative contracts held on January 25, 2009 are scheduled to mature prior to the end of fiscal 2010.

Forward Currency Contracts
Firmly committed Forward Exchange Contracts (Mexican peso) (in millions)		261.3
Forward Exchange Agreements (Receive Mexican pesos/Pay $US) ($ in millions)	$	18.2
Contract Amount (Mexican pesos) ($ in millions)	$	21.7
Average Contractual Exchange Rate (Mexican pesos/$US)		12.0
Firmly committed Forward Exchange Contracts ($US) (in millions)	$	14.5
Forward Exchange Agreements (Receive $US/Pay $CAD) ($CAD in millions)	$	17.9
Contract Amount ($CAD in millions)	$	15.3
Average Contractual Exchange Rate ($US/$CAD) ($US/$CAD)		0.95

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The table below presents the changes in the following balance sheet accounts and impact on statement of income (loss) accounts of our commodities and other hedging and foreign currency exchange rate hedging activities:

	Three Months Ended					Nine Months Ended
	January 25, 2009		January 27, 2008			January 25, 2009		January 27, 2008
	(in millions)
Decrease in other comprehensive income (a)	$	0.7	$	7.1		$	20.4	$	9.0
Decrease in deferred tax liabilities		—		5.0			12.0		5.7
Increase (decrease) in cost of products sold		5.1		(2.2	)		4.2		(1.2	)
Increase (decrease) in other expense		7.5		(1.5	)		14.5		(2.8	)

(a) The change in other comprehensive income is net of related taxes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, or “Disclosure Controls,” as of the end of the period covered by this quarterly report on Form 10-Q. This evaluation, or “Controls Evaluation” was performed under the supervision and with the participation of management, including our Chairman of the Board, President, Chief Executive Officer and Director (our “CEO”) and our Executive Vice President, Administration and Chief Financial Officer (our “CFO”). Disclosure Controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure Controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Disclosure Controls include some, but not all, components of our internal control over financial reporting.

Based upon the Controls Evaluation, and subject to the limitations noted in this Part I, Item 4, our CEO and CFO have concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission, and that material information relating to Del Monte and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Del Monte have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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CEO and CFO Certifications

The certifications of the CEO and the CFO required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended, or the “Rule 13a-14 Certifications” are filed as Exhibits 31.1 and 31.2 of this quarterly report on Form 10-Q. This “Controls and Procedures” section of the quarterly report on Form 10-Q includes the information concerning the Controls Evaluation referred to in the Rule 13a-14 Certifications and this section should be read in conjunction with the Rule 13a-14 Certifications for a more complete understanding of the topics presented.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as set forth below, there have been no material developments in our legal proceedings since the legal proceedings reported in the 2008 Annual Report:

As previously reported in our quarterly report on Form 10-Q for the period ended October 26, 2008, on October 14, 2008, Fresh Del Monte Produce Inc. (“Fresh Del Monte”) filed a complaint against us in U.S. District Court for the Southern District of New York. Fresh Del Monte amended its complaint on November 5, 2008. Under a trademark license agreement with us, Fresh Del Monte holds the rights to use the Del Monte name and trademark with respect to fresh fruit, vegetables and produce throughout the world (including the United States). Fresh Del Monte alleges that we breached the trademark license agreement through the marketing and sale of certain of our products sold in the refrigerated produce section of customers’ stores, including Del Monte Fruit Naturals products and the more recently introduced Del Monte Refrigerated Grapefruit Bowls. Fresh Del Monte also alleges that our advertising for certain of these products was false and misleading. Fresh Del Monte is seeking damages of $10.0 million, treble damages with respect to its false advertising claim, and injunctive relief. On October 14, 2008, Fresh Del Monte filed a motion for a preliminary injunction, asking the Court to enjoin us from making certain claims about our refrigerated products. On October 23, 2008, the Court denied that motion. We deny Fresh Del Monte’s allegations and plan to vigorously defend ourselves. Additionally, on November 21, 2008, we filed counter-claims against Fresh Del Monte, alleging that Fresh Del Monte has breached the trademark license agreement. Specifically, we allege, among other things, that Fresh’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement.

As previously disclosed in our 2008 Annual Report, beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including us, announced recalls of select products. We believe there have been over 90 class actions and purported class actions relating to these pet food recalls. We have been named as a defendant in seven class actions or purported class actions related to our pet food and pet snack recall, which we initiated March 31, 2007.

We are currently a defendant in the following case:

• Picus v. Del Monte filed on April 30, 2007 in state court in Las Vegas, Nevada;

We were a defendant in the following cases:

• Carver v. Del Monte filed on April 4, 2007 in the U.S. District Court for the Eastern District of California;

• Ford v. Del Monte filed on April 7, 2007 in the U.S. District Court for the Southern District of California;

• Hart v. Del Monte filed on April 10, 2007 in state court in Los Angeles, California;

• Schwinger v. Del Monte filed on May 15, 2007 in U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in U.S. District Court for the District of Colorado; and

• Blaszkowski v. Del Monte filed on May 9, 2007 in the U.S. District Court for the Southern District of Florida.

The named plaintiffs in these seven cases allege or alleged that their pets suffered injury and/or death as a result of ingesting our and other defendants’ allegedly contaminated pet food and pet snack products. The Picus and Blaszkowski cases also contain or contained allegations of false and misleading advertising by us.

By order dated June 28, 2007, the Carver, Ford, Hart, Schwinger, and Tompkins cases were transferred to the U.S. District Court for the District of New Jersey and consolidated with other purported pet food class actions under the federal rules for multi-district litigation. The Blaszkowski and Picus cases were not consolidated.

The Multi-District Litigation Cases. The plaintiffs and defendants in the multi-district litigation cases, including the five consolidated cases in which we were a defendant, tentatively agreed to a settlement which was submitted to the U.S. District Court for the District of New Jersey on May 22, 2008. On May 30, 2008, the Court granted preliminary approval to the

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settlement. Pursuant to the Court’s order, notice of the settlement was disseminated to the public by mail and publication beginning June 16, 2008. Members of the class were allowed to opt-out of the settlement until August 15, 2008. On November 19, 2008, the Court entered orders approving the settlement, certifying the class and dismissing the complaints against the defendants, including us. The total settlement is $24.0 million. The portion of our contribution to this settlement is $250,000, net of insurance recovery. Four class members have filed objections to the settlement, which objections have been denied by the Court. On December 3, 2008 and December 12, 2008, these class members filed Notices of Appeal.

The Picus Case. On October 12, 2007, we filed a motion to dismiss in the Picus case. The state court in Las Vegas, Nevada granted our motion in part and denied the motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. The Court has not issued a ruling on that motion, but on October 30, 2008 issued an order requiring further briefing. The plaintiffs in the Picus case are seeking certification of a class action as well as unspecified damages and injunctive relief against further distribution of the allegedly defective products. We have denied the allegations made in the Picus case.

The Blaszkowski Case. On April 11, 2008, the plaintiffs in the Blaszkowski case filed their fourth amended complaint. On September 12, 2008 and October 9, 2008, plaintiffs filed stipulations of dismissal with respect to their complaint against certain of the defendants, including us. The U.S. District Court for the Southern District of Florida entered such requested dismissals on such dates, resulting in the dismissal of all claims against us.

We are also involved from time to time in various legal proceedings incidental to our business (or our former StarKist Seafood Business), including proceedings involving product liability claims, worker’s compensation and other employee claims, tort claims and other general liability claims, for which we carry insurance, as well as trademark, copyright, patent infringement and related litigation. Additionally, we are involved from time to time in claims relating to environmental remediation and similar events. While it is not feasible to predict or determine the ultimate outcome of these matters, we believe that none of these legal proceedings will have a material adverse effect on our financial position.

ITEM 1A. RISK FACTORS

This quarterly report on Form 10-Q, including the section entitled “Item 1. Financial Statements” and the section entitled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Act of 1934. Statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements are based on our plans, estimates and projections at the time we make the statements, and you should not place undue reliance on them. In some cases, you can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in or suggested by any forward-looking statement. These factors include, among others:

• cost and availability of inputs, commodities, ingredients and other raw materials, including without limitation, energy (including natural gas), fuel, packaging, grains (including corn) and meat by-products (including fats and oils);

• our ability to increase prices and manage the price gap between our products and competing private label and branded products;

• our ability to reduce costs;

• the accuracy of our assumptions regarding costs;

• logistics and other transportation-related costs;

• our debt levels and ability to service, reduce or refinance our debt and comply with covenants;

• timely launch and market acceptance of new products;

• competition, including pricing and promotional spending levels by competitors;

• effectiveness of marketing and trade promotion programs;

• transformative plans intended to improve the performance and market share of our business;

• changing consumer and pet preferences;

• distribution;

35

• the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer;

• industry trends, including changes in buying, inventory or other business practices by customers;

• interest rate fluctuations;

• hedging practices;

• weather conditions;

• crop yields;

• natural disasters;

• contaminated ingredients;

• recalls;

• product liability claims and other litigation;

• reliance on certain third parties, including co-packers, our broker and third-party distribution centers or managers;

• changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental regulations and import/export regulations or duties;

• any departure from Terminal Island, CA; and

• acquisitions, if any, including identification of appropriate targets and successful integration of any acquired businesses.

Certain aspects of these and other factors are described in more detail in our filings with the Securities and Exchange Commission, including the section entitled “Factors That May Affect Our Future Results and Stock Price” in our 2008 Annual Report.

In addition to the foregoing, other economic industry and business conditions may affect our future earnings results, for example:

Consumers may shift purchases to lower-priced or other value offerings during economic downturns, which may adversely affect our results of operations.

As noted in our 2008 Annual Report, the willingness of consumers to pay a price premium for our branded products depends on a number of factors, including the effectiveness of our marketing programs and the existing strength in our brands. During periods of economic uncertainty, consumers may be less willing or able to pay a price differential for our branded products, notwithstanding our marketing programs or strength of our brands, and may purchase more lower-priced offerings. Consumers may also migrate to higher-value, larger-sized packages of our branded products, which tend to have lower margins than our smaller-sized offerings. Consumers may forego some purchases altogether. Additionally, retailers may increase levels of promotional activity for lower-priced or value offerings as they seek to maintain sales volumes during times of economic uncertainty. Accordingly, economic downturns could reduce sales volumes of our higher margin branded products or lead to a shift in our mix toward our lower margin offerings, which could have an adverse effect on our results of operations.

Volatility in the equity markets or interest rates could substantially increase our pension costs and required pension contributions.

We sponsor three qualified defined benefit pension plans and various other nonqualified retirement and supplemental retirement plans. The qualified defined benefit pension plans are funded with trust assets invested in a diversified portfolio of debt and equity securities and other investments. Among other factors, changes in interest rates, investment returns and the market value of plan assets can (i) affect the level of plan funding; (ii) cause volatility in the net periodic pension cost; and (iii) increase our future contribution requirements. A significant decrease in investment returns or the market value of plan assets or a significant decrease in interest rates could increase our net periodic pension costs and adversely affect our results of operations. A significant increase in our contribution requirements with respect to our qualified defined benefit pension plans could have an adverse impact on our cash flow.

Recent disruptions in the financial markets may adversely affect our results of operations.

Recent disruptions in global financial markets and banking systems have made credit and capital markets more difficult for companies to access, even for some companies with established revolving or other credit facilities. We have access to capital

36

through our revolving credit facility, which is part of our Senior Credit Facility. Each financial institution which is part of the syndicate for our revolving credit facility is responsible on a several, but not joint, basis for providing a portion of the loans to be made under the facility. For example, Lehman Commercial Paper, Inc. is obligated to provide approximately 0.45% of our $450 million revolving credit facility. Beginning in September, 2008, Lehman Commercial Paper, Inc. failed to fund its portion of requested borrowings under our revolving credit facility, and as of January 25, 2009 it remained a defaulting lender. If any participant or group of participants with a significant portion of the commitments in our revolving credit facility fail to satisfy its or their respective obligations to extend credit under the facility and we are unable to find a replacement for such participant or participants on a timely basis (if at all), our liquidity may be adversely affected. If our liquidity is materially adversely impacted, particularly during the harvesting and packing months of June through October as we generate the vast majority of our fruit, vegetable and tomato inventories, our results of operations could be materially adversely affected.

A change in the assumptions used to value our reporting units or our indefinite-lived intangible assets could result in goodwill or other intangible asset impairment charges, which would adversely affect our results of operations.

As of January 25, 2009, our goodwill was comprised of $150.2 million related to our consumer products reporting unit and $1,187.5 million related to our pet products reporting unit. We test goodwill of our consumer products and pet products reporting units for impairment at least annually. Events indicative of a potential impairment (such as a decrease in the cash flow relating to a reporting unit or a significant decline in our market capitalization) may cause us to perform additional tests for impairment. Goodwill is considered impaired if the book value of the reporting unit containing the goodwill exceeds its estimated fair value. For goodwill, we determine the estimated fair value of a reporting unit using the income approach (which is based on the cash flows the reporting unit is expected to generate over its remaining life) and the market approach (which is based on market multiples of similar businesses).

We have evaluated the useful lives of our other intangible assets, primarily our capitalized brand names, and have determined that some of these brands have useful lives that generally ranged from 15 to 40 years (“Amortizing Brands”) and others have indefinite useful lives (“Non-Amortizing Brands”). As of January 25, 2009, the book value of our Non-Amortizing Brands was $1,071.6 million. We test our Non-Amortizing Brands for impairment at least annually. Events indicative of a potential impairment (such as a significant decline in the expected sales associated with a brand) may cause us to perform additional tests for impairment. Non-Amortizing Brands are considered impaired if the book value for the brand exceeds its estimated fair value. We determine the estimated fair value of a Non-Amortizing Brand using the relief from royalty method (which is based upon the estimated rent or royalty we would pay for the use of a brand name if we did not own it).

Considerable judgment by us is necessary in estimating future cash flows, market interest rates, discount factors, and other factors used in the income approach, market approach or relief from royalty method used to value goodwill and other intangible assets. Many of these factors reflect our assumptions regarding the future performance of our businesses, which may be impacted by risks discussed elsewhere in this “Risk Factors” section. If we materially change our judgments or assumptions used in valuing our goodwill or other intangible assets in connection with any future impairment tests, we may conclude that the estimated fair value of the goodwill or Non-Amortizing Brand (as applicable) is less than the book value. This would result in a write down of the goodwill or Non-Amortizing Brand book value to the estimated fair value and recognition of an impairment charge. Any such an impairment charge would adversely affect our earnings and stockholders’ equity and could be material.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) NONE.

(b) NONE.

(c) NONE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE.

ITEM 5. OTHER INFORMATION

(a) NONE.

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(b) NONE.

ITEM 6. EXHIBITS

(a) Exhibits.

Exhibit Number	Description
†10.1	Restated Del Monte Foods Retail Brokerage Agreement between Del Monte Corporation and Advantage Sales and Marketing LLC effective as of November 4, 2008 (incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K as filed on November 6, 2008)
*10.2	Del Monte Corporation Additional Benefits Plan, as amended and restated effective January 1, 2009**
*10.3	Del Monte Corporation AIP Deferred Compensation Plan, as amended and restated effective April 28, 2008 and dated December 31, 2008**
*10.4	Del Monte Corporation Supplemental Executive Retirement Plan (Fourth Restatement), as amended and restated effective January 1, 2009 **
*10.5	Amendment No.1 to the Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan, effective as of January 1, 2008 and dated December 31, 2008**
*31.1	Certification of the Chief Executive Officer Pursuant to Rule 13-14(a) of the Exchange Act
*31.2	Certification of the Chief Financial Officer Pursuant to Rule 13-14(a) of the Exchange Act
*32.1	Certification of the Chief Executive Officer furnished Pursuant to Rule 13-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of the Chief Financial Officer furnished Pursuant to Rule 13-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* filed herewith

** indicates a management contract or compensatory plan or arrangement

† confidential treatment has been granted as to portions of the exhibit

38

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DEL MONTE FOODS COMPANY
By:	/s/ RICHARD G. WOLFORD
	Richard G. Wolford
	Chairman of the Board, President and
	Chief Executive Officer; Director
By:	/s/ DAVID L. MEYERS
	David L. Meyers
	Executive Vice President, Administration
	and Chief Financial Officer

Dated: March 3, 2009

39

EX-10.2

Exhibit 10.2

ADDITIONAL BENEFITS PLAN OF

DEL MONTE CORPORATION

As Amended and Restated Effective as of January 1, 2009

ADDITIONAL BENEFITS PLAN OF

DEL MONTE CORPORATION

INDEX

Section 1	PURPOSE OF PLAN	1
Section 2	DEFINITIONS	1
2.1	“Administrator or Plan Administrator”	1
2.2	“AIP”	1
2.3	“Additional Benefit”	2
2.4	“Board of Directors”	2
2.5	“Claimant”	2
2.6	“Code”	2
2.7	“Committee”	2
2.8	“Compensation”	2
2.9	“Corporation”	3
2.10	“Covered Individual”	3
2.11	“Defined Benefit Plan”	3
2.12	“Effective Date”	3
2.13	“Eligibility Date”	3
2.14	“Eligible Individual”	3
2.15	“Employee”	4
2.16	“EBC”	4
2.17	“Individual Account Plan”	4
2.18	“Interest Factor”	4
2.19	“Participating Company”	4
2.20	“Plan”	4
2.21	“Plan Administrator”	4
2.22	“Prior Plan”	4
2.23	“Savings Compensation”	4
2.24	“Spinco Employee”	4
2.25	“Specified Employee”	5
2.26	“Termination of Employment”	5
Section 3	PROVISIONS APPLICABLE TO DEFINED BENEFIT PLANS	5
3.1	Eligibility	5
3.2	Amount of Benefits	5
3.3	Form of Benefit Payments	6
3.4	Timing of Benefit Payment	7
Section 4	PROVISIONS APPLICABLE TO INDIVIDUAL ACCOUNT PLANS	7
4.1	Eligibility	7
4.2	Amount of Additional Benefits	7
4.3	Form of Additional Benefits	8
4.4	Additional Benefits Election	8
4.5	No Withdrawals	9
4.6	Accounting	9
Section 5	AMENDMENT AND TERMINATION	9
5.1	Amendment	9
5.2	Right to Terminate	10
Section 6	ADMINISTRATION AND AUTHORITY	10
6.1	Corporation and Board of Directors	10

6.2	Committee; Organization	11
6.3	Powers and Responsibility	11
6.4	Records of Committee	13
6.5	Reporting and Disclosure	14
6.6	Correction of the Plan	14
6.7	Indemnification	14
6.8	Interpretation of Plan	14
Section 7	CLAIMS PROCEDURES	14
7.1	Filing of a claim for benefits	14
7.2	Notification to Claimant of decision	15
7.3	Procedure for review	15
7.4	Decision on review	15
7.5	Action by authorized representative of Claimant	16
7.6	Effect of Extensions	16
Section 8	MISCELLANEOUS	16
8.1	Assignment	16
8.2	Governing Law	16
8.3	Plan Independent of Employment Relationship	16
8.4	Non-Duplication of Benefit	16
8.5	Unfunded Plan	17
8.6	Receipt and Release for Payment	17
8.7	Acceleration of Payment	17
8.8	Special Rules for Delayed Payment	18
Section 9	PRIOR BENEFITS	18
9.1	Benefits Prior to Effective Date	18
9.2	Protected Benefits	19

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ADDITIONAL BENEFITS PLAN OF

DEL MONTE CORPORATION

Effective as of January 1, 2009, as amended and restated

Section 1 PURPOSE OF PLAN

This Plan is adopted principally for the purpose of restoring benefit payments to those Covered Individuals under each Defined Benefit Plan and those Eligible Individuals under each Individual Account Plan whose benefits would otherwise be reduced by the limitations imposed by Section 401(a)(17), Section 415 or any other applicable section of the Code. In addition, for certain individuals, the Plan restores the benefit otherwise not provided under the qualified defined benefit pension plan on account of any annual incentive award or salary deferred until Termination of Employment.

The Plan was first effective as of January 1, 1990 and restated in 1996. This restated plan is a continuation of the Plan effective as of December 20, 2002 and reflects the merger of the Supplemental Benefits Plan of Del Monte Corporation (“SUPP”) into this Plan effective as of January 1, 2005. The benefits of Covered Individuals and Eligible Individuals who commenced Plan benefits or who terminated employment with the Corporation prior to December 20, 2002 are provided under the terms of the Plan prior to December 20, 2002. The benefits of Covered Individuals who commenced benefits under the SUPP or who terminated employment with the Corporation prior to January 1, 2005 are provided under the terms of the SUPP prior to January 1, 2005 and are paid under this Plan from and after January 1, 2005 as “grandfathered” benefits. The benefits of Covered Individuals and Eligible Individuals who Terminated Service prior to January 1, 2009 and after December 31, 2004 are provided under the terms of the Plan in effect as of January 1, 2005, as amended and as administered in good faith compliance with Code Section 409A during the transition period under that law. This restated plan document makes final changes for compliance with Code Section 409A. It also removes references to Defined Benefit Plan A because there are no active Participants with a Defined Benefit Plan A benefit as of January 1, 2009.

This Plan also intends to comply with the American Jobs Creation Act of 2004 and Section 409A of the Code as of January 1, 2009, subject to amendment to comply with regulations and guidance issued thereunder from time to time. For purposes of Treas. Reg. § 1.409A-1(c)(2), this Plan may be regarded as two or more plans.

Section 2 DEFINITIONS

When used herein, the words and phrases defined hereinafter shall have the following meaning unless a different meaning is clearly required by the context.

2.1 “Administrator or Plan Administrator” means the administrator set forth in Section 6.3.

2.2 “AIP” means the Del Monte Annual Incentive Plan or any successor bonus plan providing annual bonus awards, or any predecessor incentive award plan of the Corporation or any predecessor.

2.3 “Additional Benefit” means the benefit or benefits payable under Section 4 of this Plan.

2.4 “Board of Directors” means the Board of Directors of Del Monte Corporation.

2.5 “Claimant” shall have the definition set forth in Section 7.1.

2.6 “Code” means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

2.7 “Committee” means the Del Monte Corporation Compensation and Employee Benefits Committee.

2.8 “Compensation” means the basic salary, overtime, shift differential, commissions, sales bonuses paid in cash, and Annual Incentive Award Plan bonus not deferred by a Participant, plus amounts deferred under qualified cash or deferred arrangements, such as before-tax contributions to plans sponsored by the Employer through employee benefit plans maintained under Code Sections 401(k) and 125. Compensation is determined monthly when and as paid, or when deferred under Section 401(k) or Section 125 employee benefit plans. Compensation does not include awards under the Employer’s long term incentive or commendation award program plans, any amounts realized on account of the award, exercise or sale of Del Monte Foods Company stock or its equivalent under Corporation compensation or incentive programs involving a stock-related award; Employer contributions (other than contributions on account of employee elections to defer salary under Code Sections 401(k) or 125 or 132(f)) under any employee benefit plan, including any savings plan, bonus or other awards payment of which has been deferred, severance payments unless made in the form of salary continuation and prior to the date of termination of employment, moving expenses, housing differential, lump sum vacation payments in lieu of taking vacation, and any amounts of additional W-2 income representing taxable employee benefits and corresponding Corporation payments of additional withholding on taxable employee benefits (commonly referred to as “grossed up compensation”). Further, Compensation does not include any “change in control bonus” as determined under any Corporation or Affiliated Company sponsored Salary and Benefit Continuation Program or any bonus described as a “stay-on bonus” that is authorized by the Corporation or any affiliated company. Effective as of November 1, 1993, Compensation includes single sum amounts paid and designated under the Corporation’s salary administration policy as lump sum adjustments to salary. For purposes of this Section, amounts under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage, effective as of January 1, 2003; further, an amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan. Compensation does not include any allowance for perquisites or automobiles which are considered part of W-2 income representing taxable employee benefits.

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2.9 “Corporation” means Del Monte Corporation in respect of its employees, each Participating Company in respect of its employees, and any successor to any of said companies if such successor be the Corporation or an Affiliated Company.

2.10 “Covered Individual” means each individual who becomes entitled to payment of a benefit under a Defined Benefit Plan by reason of death, retirement or other Termination of Employment of an Employee, including a Participant, his or her Surviving Spouse or Beneficiary which benefit is subject to reductions that can be restored under Section 3 of this Plan and which benefit is not provided or replaced under the terms of a written agreement between the Employee and the Corporation providing such benefits in lieu of this Plan. A Covered Individual does not include a Spinco Employee from the December 20, 2002 until January 1, 2005.

2.11 “Defined Benefit Plan” means the Del Monte Corporation Retirement Plan for Salaried Employees and any other defined benefit retirement plan which principally uses a career compensation formula or cash balance plan formula based on a personal retirement account and is intended to qualify under Section 401(a) of the Code and has been adopted by the Corporation or a Participating Company.

2.12 “Effective Date” means January 1, 2009 with respect to the provisions set forth in this Plan, except as otherwise set forth herein.

2.13 “Eligibility Date” means determining when an Eligible Individual is first eligible to participate in the Plan under Section 4, which is when an employee of the Corporation:

(a) is eligible to participate in the Individual Account Plan whether or not the individual has elected to participate in the Individual Account Plan, and

(b) has met the service requirements of the Individual Account Plan to be fully vested in the employer matching contributions, whether or not the individual has actually participated in the Individual Account Plan, and

(c) when the Savings Compensation, recognized for purposes of the Individual Account Plan, is first limited by Section 401(a)(17) of the Code or would be limited if the individual participated in the Individual Account Plan, in the Plan Year. For purposes of this sub-Section 2.13(c),Savings Compensation is first limited on the last day of the payroll period during which an Eligible Individual’s Savings Compensation first exceeds the annual limitations imposed by Section 401(a)(17) of the Code or, if earlier, the November 15 of a Plan Year in which the Plan Administrator determines that an Eligible Individual’s Savings Compensation is likely to exceed such limitations by the end of the Plan Year.

2.14 “Eligible Individual” means a participant in an Individual Account Plan, or any individual who is eligible to be a participant in an Individual Account Plan, who has had an Eligibility Date and whose benefit in addition to that provided by the Individual Account Plan is not provided under the terms of a written agreement between the Employee and the Corporation providing such benefits in lieu of this Plan. An Eligible Individual does not include a Spinco Employee from December 20, 2002 until January 1, 2005.

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2.15 “Employee” means an individual who is an employee of the Corporation or a Participating Company and who is covered by or eligible to participate in a Defined Benefit Plan or an Individual Account Plan.

2.16 “EBC” shall mean the Del Monte Corporation Employee Benefits Committee.

2.17 “Individual Account Plan” means the Del Monte Savings Plan, the Del Monte Saver Plan (formerly the Del Monte Certain Hourly Savings Plan), and any other individual account savings plan intended to qualify under Section 401(a) of the Code and adopted by the Corporation or a Participating Company.

2.18 “Interest Factor” means, for a given month from and after January 1, 2009, the sum of (i) the annual rate of the 6-month Treasury bill for that given month, plus (ii) 1.5%, that sum (iii) divided by 12 to produce a monthly rate as of the first day of such given month. The 6-month Treasury bill rate for a given calendar month will be determined based on the rate published in the Federal Reserve Bulletin H.15 in the immediately preceding month as the rate for 6-month Treasury bills for the second preceding month.

2.19 “Participating Company” means any domestic company more than 50% of the voting stock of which is directly or indirectly owned by Del Monte Corporation which is designated as a Participating Company in this Plan by the Committee.

2.20 “Plan” means the Additional Benefits Plan of Del Monte Corporation, as set forth herein or as may be hereafter amended.

2.21 “Plan Administrator” means the Committee serving as “administrator” within the meaning of Section 3(16) of ERISA.

2.22 “Prior Plan” means the Additional Benefits Plan of RJR Nabisco, Inc. and Participating Companies as of December 31, 1989 which is intended as a predecessor plan of the Plan and for which prior benefits and elections were recognized under this Plan from and after January 1, 1990.

2.23 “Savings Compensation” means Compensation as determined under Section 2.8 and as adjusted by eliminating bonus or incentive compensation of any form, whether paid or deferred in any year; and commissions.

2.24 “Spinco Employee” means an individual who is an employee of a Corporation business unit that was included in the group of former Heinz businesses that became part of Del Monte Corporation as a result of the Merger under the Agreement and Plan of Merger dated as of June 12, 2002 among H. J. Heinz Company, SKF Foods Inc., Del Monte Corporation and Del Monte Foods Company and who participates, or is eligible to participate, in the qualified plans provided for employees at such

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locations prior to January 1, 2004 unless the individual becomes eligible to participate in the plan specifically identified in Section 2.11 of this Plan or is eligible to participate in the plans identified in Section 2.16 of this Plan as a “SF Employee”, as defined in such plan. As of January 1, 2004, a Spinco Employee means an employee who is a “PA Employee”, as defined in the Del Monte Savings Plan.

2.25 “Specified Employee” means a Participant who is a “key employee” as defined for purposes of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code), of the Corporation or its Affiliates. If a person is a Specified Employee as of December 31 of the preceding Plan Year, he or she is treated as a Specified Employee for the 12-month period beginning on April 1 of the Plan Year. For purposes of this Section 2.24, the term “compensation” will be defined in accordance with Code Reg. §1.409A-1(i)(2), applied on a consistent basis for each period. Whether an individual is a Specified Employee will be determined in accordance with the requirements of Code Section 409A and the final regulations issued thereunder and is only applicable for period when the Corporation or any Affiliate has stock that is publicly traded on an established securities market or otherwise in accordance with Code Reg. § 1.409A-1(i).

2.26 “Termination of Employment” shall mean the ceasing of employment with the Corporation and any Affiliate, voluntarily or involuntarily, for any reason and shall be a separation from service within the meaning of Code Reg. § 1.409A-1(h). Termination of Employment includes death, except as otherwise provided herein.

Section 3 PROVISIONS APPLICABLE TO DEFINED BENEFIT PLANS

3.1 Eligibility.

All Employees from and after the Effective Date who participate in a Defined Benefit Plan are eligible to receive benefits under this Plan computed in accordance with Section 3.2 upon Termination of Employment; provided that no benefit is payable under this Plan unless the Employee is fully vested in his or her benefit under such Defined Benefit Plan.

3.2 Amount of Benefits.

(a) Excess Benefit The amount of the benefit payable under the Plan to a Covered Individual shall be the difference, each expressed as a Credit Balance, of (1) the benefit that would be provided to such Covered Individual under the Defined Benefit Plan if such benefit were calculated under the terms of the Defined Benefit Plan without application of certain legal limitations, as set forth in subsection (b) below; minus (2) the benefit actually payable to such Covered Individual from such Defined Benefit Plan. The benefit is determined as of a Participant’s Termination of Employment for any reason.

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(b) For purposes of determining the amount in (a)(1) above, the following shall apply:

(1) Compensation under such Defined Benefit Plan shall be determined without regard to the limits imposed by Section 401(a)(17) of the Code.

(2) The limitations imposed by Section 415 of the Code shall be disregarded.

(c) In the event a Covered Individual’s benefits payable from a Defined Benefit Plan are increased subsequent to retirement or other Termination of Employment due to an increase in the maximum benefits payable under Section 415 of the Code, the benefits payable hereunder, will not be adjusted or reduced.

(d) Additional Benefit In addition to the benefit determined under Section 3.2(a), a lump sum benefit determined as follows may be provided to a Covered Individual who participates in the Defined Benefit Plan and who has deferred any Annual Incentive Plan Bonus(es); provided that if a Covered Individual becomes eligible for a payment under the Corporation’s Supplemental Executive Retirement Plan (SERP), any benefit under this subsection (d) shall be forfeited as it will be included in the SERP benefit. The benefit is the difference, expressed in the form of a Credit Balance between (1) the benefit that would be provided to such Covered Individual under the Defined Benefit Plan if such benefit were calculated under the terms of the Defined Benefit Plan without application of the legal limitations set forth in Section 3.1(b) and based on Full Compensation, as set forth in subsection (e) below; minus (2) the benefit that would be provided to such Covered Individual under the Defined Benefit Plan if such benefit were calculated under the terms of the Defined Benefit Plan without application of the legal limitations set forth in Section 3.1(b) but using Compensation as defined in Section 2.8.

(e) For purposes of determining the benefit under Section 3.2(d), Full Compensation shall mean Compensation that includes, as applicable, for any Annual Incentive Plan bonus awarded to a Participant and deferred in whole or in part, such amount credited in the Plan Year that awards are paid generally to employees who have not deferred any bonus amount.

3.3 Form of Benefit Payments.

(a) After the benefit has been determined under Section 3.2, it will be paid to a Covered Individual in the form of a lump sum equal to the Credit Balance determined under Section 3.2 as of the Participant’s date of Termination of Employment.

(b) After January 1, 2005 and prior to January 1, 2008, the benefit was paid in the same form as the benefit paid to a Covered Individual under the Defined Benefit Plan and with an Annuity Starting Date prior to January 1, 2008 in reliance on the transition guidance under Code Section 409A.

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3.4 Timing of Benefit Payment.

The benefit under this Plan is payable in the seventh (7^th) full calendar month following the Employee’s Termination of Employment. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

Section 4 PROVISIONS APPLICABLE TO INDIVIDUAL ACCOUNT PLANS

4.1 Eligibility.

All Eligible Individuals on or after the Effective Date are eligible to receive Additional Benefits under this Plan computed in accordance with Section 4.2; provided, that no benefit may be paid unless the Eligible Individual is fully Vested, as defined in Section 4.2 or would be fully Vested if the Eligible Individual were participating in an Individual Account Plan.

4.2 Amount of Additional Benefits.

(a) The Amount of the Additional Benefit, if any, shall be equal to (1) the amount by which the Savings Compensation of the Eligible Individual (as if the Eligible Individual had enrolled in the Individual Account Plan when first eligible) exceeds the limitations imposed by Section 401(a)(17) of the Code, multiplied by (2) the maximum percentage of Savings Compensation, for that Plan Year, which is subject to Corporation matching contribution upon the deferral or contribution to the underlying Individual Account Plan by a participant in such plan and multiplied by (3) the maximum percentage of Corporation matching contributions, for that Plan Year, in the underlying Individual Account Plan plus (4) an amount equal to interest as calculated under Section 4.6(b) applied to the foregoing amount for the period when the Eligible Individual’s Savings Compensation recognized under the Individual Account Plan exceeds the limitations under Section 401(a)(17) of the Code. The amount of the Additional Benefit is determined and awarded as of December 31 of each year for that calendar year; provided, that (i) no amount is determined for a calendar year during which the Eligible Individual is not fully Vested, or would not be fully Vested if participating in the Individual Account Plan, in the Corporation Matching Contributions in the underlying Individual Account Plan (such full vesting being referred to herein as “Vested”), (ii) the amount of the Additional Benefit for an Eligible Individual who first becomes Vested during a calendar year shall be determined as of December 31 of that calendar year for that calendar year and any preceding calendar year during which the person was eligible to participate in an Individual Account and was not vested, and shall be paid no later than March 15 of the immediately following calendar year, and (iii) the amount of the Additional Benefit for an Eligible Individual who dies, retires or otherwise has a Termination of Employment during a calendar year shall be determined as of the December 31 that is coincident with or in the calendar year of such Termination of Employment, and (iv) effective as of January 1, 2002, no amount of the Additional Benefit for an Eligible Individual will include any amount of “catch-up contribution” as defined under the Individual Account Plan.

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(b) In addition, if any Eligible Individual had an Additional Benefit deferred under the Prior Plan as of December 31, 1989, such Additional Benefit shall be credited to an account maintained solely on the books of the Corporation for such purpose and shall be treated as if such Additional Benefit had been deferred under this Plan from and after January 1, 1990.

4.3 Form of Additional Benefits.

Subject to earlier payment under Section 4.4, any benefit payable under Section 4.2 of this Plan shall be distributed in the form of a lump sum cash payment in the later of (a) the January of the calendar year immediately following the calendar year in which an Eligible Individual dies, retires, otherwise has a Termination of Employment or is disabled within the meaning of Section 409A of the Code and the regulations thereunder, or (b) the seventh (7^th) month following the Participant’s Termination of Employment, other than death.

4.4 Additional Benefits Election.

(a) Every year for which it is determined that an Eligible Individual is entitled to an Additional Benefit described in Section 4.2, such Eligible Individual shall elect the manner in which such benefits are to be treated. The Committee may accept any such election conditioned on the Eligible Individual actually earning eligible compensation in excess of the limits of Code Section 401(a)(17).

(b) An Eligible Individual shall elect either to receive such Additional Benefit in cash in the calendar year following the year in which an Additional Benefit is determined and awarded under Section 4.2(a) or to have such Additional Benefit deferred and become payable under this Plan upon Termination of Employment, retirement, death or disability as provided in Section 4.3.

(c) If an Eligible Individual entitled to make such an election fails to make such election, receipt of the Additional Benefit shall become payable under this Plan in cash lump sum after the end of the calendar year in which an Additional Benefit is determined and awarded under Section 4.2(a) and paid by March 15 of the immediately following calendar year or such earlier date specified by the Committee. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

(d) Any election made pursuant to Section 4.4(b) shall be made in writing and filed with the Administrator no later than the end of the calendar year preceding the calendar year in which an Additional Benefit is determined and awarded under Section 4.2(a); provided that for periods on and after January 1, 2005, such election will otherwise comply with Section 409A of the Code and regulations thereunder. For each calendar year, any election to defer an Additional Benefit shall be treated as and accounted for as a separately elected amount for which the time and form of payment may be established separately from each other year’s election. Notwithstanding the foregoing, if the Committee determines that an individual may first become an Eligible Individual during a calendar year, the Committee may accept an individual’s election at any time prior to the individual’s Eligibility Date, conditioned on the individual actually attaining an Eligibility Date, in accordance with rules established by the Committee.

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4.5 No Withdrawals.

Any credited amounts, as specified in paragraph 4.6(b), which have not been designated by a prior Eligible Individual election to be distributed in the following year, may not be withdrawn from this Plan while the Eligible Individual is actively employed by the Corporation or any affiliated company.

4.6 Accounting.

(a) An amount equal to the Additional Benefit as determined under Section 4.2 will be credited to an account maintained for such purpose on the books of the Corporation.

(b) Interest will be credited at a monthly rate equal to the rate of return reported by the Individual Account Plan for the Managed Income Portfolio II (or its equivalent if fund options under the Individual Account Plan change) for the calendar month for which interest is to be credited or for the calendar month for which the most recent rate is available if the current month’s rate is not available at the date interest is determined. If the Eligible Individual has elected to defer receipt of the Additional Benefit, the account will be credited annually as of December 31 for the year ended December 31 with interest using the balance of the account as of January 1 of such calendar year. For the Additional Benefit, if any, of any Eligible Individual for a calendar year, interest will be credited by applying interest to the portion of the Additional Benefit that would have been allocated to an account in the Individual Account Plan if the applicable limitations did not apply. If the Eligible Individual has elected to receive the Additional Benefit in cash in the following year, interest shall be credited on the Additional Benefit through the calendar year for which such Additional Benefit is awarded.

Section 5 AMENDMENT AND TERMINATION

5.1 Amendment. The Board of Directors may, at any time, amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall be effective to decrease the vested portion of a Participant’s accrued benefit or account balance, as the case may be, calculated as though the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification. In addition, no amendment or modification of the Plan shall affect the right of any Participant or Beneficiary who was eligible to or did have a Termination of Employment or incurred a disability on or before the effective date of such amendment or modification to receive benefits in the manner designated.

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5.2 Right to Terminate. The Board of Directors reserves the right to terminate the Plan at any time. The Board of Directors has the right to terminate or suspend any future benefit accrual. The Board of Directors in its sole discretion has the right to unilaterally terminate this Plan and provide for accelerated payment of benefits that may be vested hereunder to the extent permitted under Code Section 409A, including:

(a) within twelve (12) months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of:

(1) the calendar year in which the Plan terminates under this subsection;

(2) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(3) the first calendar year in which the payment is administratively practicable.

(b) within the thirty (30) days preceding or the twelve (12) months following a change in control event (as defined in Code Reg. Section 1.409A-3(i)(5)); provided that all substantially similar arrangements for the Participant are also terminated; or

(c) at any time if all arrangements that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) are terminated and liquidated and no payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within twelve (12) months of the termination and all payments are made within twenty-four (24) months of the date the Board of Directors takes all necessary action to irrevocably terminate and liquidate the Plan (the “Termination Date”) and no new arrangement that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) is adopted within three (3) years following the Termination Date; or

(d) at such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Section 6 ADMINISTRATION AND AUTHORITY

6.1 Corporation and Board of Directors.

(a) General Responsibilities: The Corporation, as Plan Sponsor acting by its Board of Directors, shall have the following authority and responsibilities:

(1) to establish, amend and modify the Plan and its plan design;

(2) to terminate the Plan, in whole or in part;

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(3) to merge, spin-off, or otherwise combine the Plan with any other plan of the Corporation and its affiliated companies or in connection with any acquisition or disposition of Corporation business, to the extent permitted by law;

(4) to determine the amount, level and timing of Corporation contributions to the Plan, if any; and

(5) to exercise all other authority and responsibility of a plan sponsor generally.

(b) Other Responsibilities. The Corporation, acting by its Board of Directors, also has the following responsibility with respect to the Plan to appoint the members of the Committee and to monitor its performance.

(c) Authority of Participating Companies. Notwithstanding anything herein to the contrary, and in addition to the authority and responsibilities specifically given to any participating company in the Plan, the Corporation, in its sole discretion, may grant Participating Companies such authority and charge them with such responsibilities as the Corporation deems appropriate.

6.2 Committee; Organization.

(a) The Committee as Administrator shall conduct its business in accordance with rules and procedures it has established and in accordance with the directions of the Board of Directors. Its members shall serve as such without compensation.

(b) In addition to those powers set forth elsewhere in the Plan, the Committee may appoint such agents, who need not be members of such Committee, as it may deem necessary for the effective performance of its duties and may delegate to such agents such of its powers and duties, whether ministerial or interpretive, as the Committee may deem expedient or appropriate. The compensation of such agents who are not full-time employees of a participating company shall be fixed by the Committee. Any such person may resign by delivering a written resignation to the Board of Directors or will be deemed to have resigned upon Termination of Employment with all participating companies or upon transfer to a position which has no relation to the responsibilities and duties delegated by the Board of Directors. Vacancies created by any reason may be filled by the Board of Directors or the assigned responsibilities may be reabsorbed or redelegated by the Board of Directors.

6.3 Powers and Responsibility.

This Plan shall be administered by the Committee. The Committee shall also have the discretion and authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan, consistent with the Committee’s Charter. The EBC shall have the authority to make any legal or administrative amendments to the Plan consistent with the EBC Charter. The Committee shall have the following duties and responsibilities, without limiting such duties and responsibilities under Section 3(16) of ERISA, with respect to the Plan as a “Benefit Plan”, which includes all qualified and non-qualified employee benefit plans and welfare benefit plans of the Corporation:

(a) to act as the Plan Administrator, as defined by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for each Benefit Plan and, as such, to be the named fiduciary for each ERISA plan;

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(b) to amend or modify any Benefit Plan or to undertake any correction of terms or actions regarding a Benefit Plan that may not have been in compliance, to bring the Benefit Plan into compliance with applicable law, including statutes, regulations, administrative pronouncements or judicial decisions;

(c) to cause the filing of all tax returns and other filings required by any government agency with respect to each Benefit Plan, to cause any communications to participants and beneficiaries required by law to be made, to cause applicable fiduciary bonding to be obtained, and to direct legal compliance of each Benefit Plan generally;

(d) to determine the eligibility for and benefits delivered under each Benefit Plan, and in connection therewith, to interpret the terms of each Benefit Plan, and to establish, revise and monitor procedures for determination of claims for benefits, and to make the final decision under any such claims procedure, unless otherwise duly delegated to another person or body;

(e) to engage service providers for any Benefit Plan, including, actuaries, accountants, insurance carriers, recordkeepers, third party administrators, consultants and other professionals;

(f) to modify, amend, terminate, merge or otherwise administer any Benefit Plan to comply with and carry out the terms and conditions of any written contract or agreement of sale or acquisition, duly authorized by the Board of Directors, of the Corporation or any subsidiary, division, line of business or other portion of the assets of the Corporation;

(g) to implement any decision of the Board of Directors to establish, modify or amend any Benefit Plan;

(h) to implement any decision of the Board of Directors to merge or transfer assets and liabilities with any other existing or newly established Corporation-sponsored Benefit Plan;

(i) to implement any decision of the Board of Directors to terminate any Benefit Plan, in whole or in part;

(j) to cause the appropriate data to be maintained with respect to each Benefit Plan and to cause such data to be provided to and obtained from each administrator, recordkeeper, service provider, trustee or other party administering such Benefit Plan;

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(k) to advise the Board of Directors with respect to changes in the Benefit Plans, establishment of any new Benefit Plan, decreases or increases to benefits, including the overall level of coverage or benefits, the benefit forms or options, the level of participant contribution rates, the Corporation’s contributions or funding for any Benefit Plan, as necessary or appropriate;

(l) to report periodically to, and as requested by, the Board of Directors with respect to significant developments concerning the Benefit Plans and employee benefits generally;

(m) to act as the named investment fiduciary for each of the Benefit Plans for which some or all of the benefit obligation is funded through a trust or other investment vehicle separate from the general assets of the Corporation (the “Funded Plans”) and to appoint investment managers for the Funded Plans, as appropriate;

(n) to establish investment guidelines for any Funded Plans consistent with the legal responsibilities under ERISA, including diversification of investments and, as appropriate, compliance with ERISA section 404(c) as amended and the investment options available to participants in a Benefit Plan;

(o) to monitor the performance of the trustee, investment managers and other investment fiduciaries of any Funded Plan;

(p) to adopt and change, as needed, actuarial assumptions and rates as may be required to determine benefits under any Benefit Plan;

(q) to delegate to the appropriate persons, committee, officer, manager or employee of the Corporation such of its duties and responsibilities as it may deem appropriate, including, authority for all routine, normal and administrative actions for each Benefit Plan, and any third party may rely on any certification of delegation issued by the Chairman or the Committee; and

(r) to take all other actions requested or directed by the Board of Directors in the furtherance of the duties and responsibilities delegated hereunder.

6.4 Records of Committee.

(a) Acts and determinations of the Committee shall be duly recorded by its Secretary or under his or her supervision, and all such records (including records necessary to demonstrate compliance with the nondiscrimination requirements of the Code), together with such other documents as may be necessary for the administration of the Plan, shall be maintained by or at the direction of the Secretary of the Corporation or the Committee;

(b) Every person dealing with the Plan shall be entitled to rely conclusively upon any notices, directions, orders, requests, certifications and instructions received from the Committee and signed by a member or a duly designated agent of the Committee reasonably believed to be properly executed, and shall act and be fully protected in acting in accordance therewith.

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6.5 Reporting and Disclosure.

The Committee shall maintain the records necessary for the proper operation of the Plan, including individual and group records relating to participants and beneficiaries. To the extent required by law or at the direction of the Committee, such records shall be made available to the Participating Companies and to each participant and beneficiary for examination during normal business hours except that a participant or beneficiary shall examine only such records as pertain exclusively to the examining participant or beneficiary and the Plan.

6.6 Correction of the Plan.

The Committee shall correct any defect, reconcile any inconsistency or supply any omission with respect to the Plan. Determinations made by the Committee shall be final, conclusive and binding on all affected parties.

6.7 Indemnification.

The Corporation shall indemnify each member of the Board of Directors, the Committee, and any other person to whom any fiduciary responsibility with respect to the Plan is allocated or delegated, from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of their fiduciary duties, responsibilities and obligations under the Plan and under ERISA, except for liabilities and claims arising from such fiduciary’s willful misconduct, gross negligence or bad faith. For such purpose, the Corporation may obtain, pay for and keep current a policy or policies of insurance, which insurance, shall not, however, release the Corporation of liability under this provision.

6.8 Interpretation of Plan.

To the extent appropriate and not inconsistent with the intent and terms of this Plan, the terms and provisions of the underlying Defined Benefit Plan or Individual Account Plan shall be applied to the determination of benefits under this Plan.

Section 7 CLAIMS PROCEDURES

7.1 Filing of a claim for benefits.

If a Participant, Beneficiary or other person (the “Claimant”) believes that he or she is entitled to benefits under the Plan which are not paid to the Claimant or which are not being accrued for the Claimant’s benefit, he or she shall file a written claim for such benefit with the Plan Administrator. In the event the Plan Administrator shall be the Claimant, all actions which are required to be taken by the Plan Administrator pursuant to this Article 7 shall be taken instead by a member of the Committee designated by the Committee.

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7.2 Notification to Claimant of decision.

Within 90 days after receipt of a claim by the Plan Administrator (or within 180 days if special circumstances require an extension of time), the Plan Administrator shall notify the Claimant of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the Claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the Claimant, and shall set forth:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent provisions of the Plan on which the denial is based;

(c) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) an explanation of the procedure for review of the denial and the time limits applicable thereto, including a statement regarding a Claimant’s right to bring a civil action under ERISA section 502(a).

7.3 Procedure for review.

Within 60 days following receipt by the Claimant of notice denying his or her claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the Claimant shall appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the Claimant shall be provided, on request and free of charge, reasonable access to and copies of relevant documents and an opportunity to submit issues and comments in writing.

7.4 Decision on review.

The decision on review of a claim denied in whole or in part by the Plan Administrator shall be made in the following manner. Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the Claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the Claimant, and shall provide the specific reason(s) for the denial and specific references to the pertinent Plan provisions on which the decision is based and provide that the Claimant is entitled, on request and free of charge, reasonable access to and copies of relevant documents. The decision of the Committee shall be final and conclusive.

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7.5 Action by authorized representative of Claimant.

All actions set forth in this Article 7 to be taken by the Claimant may likewise be taken by a representative of the Claimant duly authorized by him or her to act in his or her behalf on such matters. The Plan Administrator and the Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of any such representative.

7.6 Effect of Extensions.

In the event that the Plan Administrator or Committee request additional information necessary to determine the claim or appeal from a Claimant, the Claimant shall have at least 45 days in which to respond. The period for making a benefit determination or deciding an appeal, as the case may be, shall be tolled from the date of the notification to the Claimant of the request for additional information until the date the Claimant responds to such request or, if earlier, the expiration of the deadline provided by the Plan Administrator or Committee.

Section 8 MISCELLANEOUS

8.1 Assignment.

The benefits payable under this Plan may not be assigned or alienated, except as required by law.

8.2 Governing Law.

The Plan shall be governed by, and construed in accordance with, the laws of the state of California, to the extent not inconsistent with any applicable provision of ERISA.

8.3 Plan Independent of Employment Relationship.

The establishment and maintenance of the Plan, as well as the eligibility for and payment of benefits thereunder shall not be construed as conferring on any Employee, Covered Individual or Eligible Individual any right to or contract for continued employment or employment for any duration or in any position. The eligibility for or payment of any benefit under this Plan shall not in any way interfere with the rights of either the Corporation or any Employee, Covered Individual or Eligible Individual employed by the Corporation to terminate the employment of such Employee, Covered Individual or Eligible Individual employed by the Corporation at any time, without notice, for any reason or for no reason, except as otherwise required by law.

8.4 Non-Duplication of Benefit.

In the event that the benefit paid to a Covered Individual under a Defined Benefit Plan or to an Eligible Individual under an Individual Account Plan is increased after the benefit under this Plan has been determined or paid, then the amount of benefit paid under this Plan shall be reduced accordingly by offsetting future benefit payments under this Plan or by repayment by the Covered Individual or Eligible Individual. This provision is intended to authorize adjustments to avoid duplication of benefits between this Plan and any other plan of the Corporation.

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8.5 Unfunded Plan.

The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Corporation for payment of any benefits hereunder. The right of a Covered Individual, Eligible Individual, or his Beneficiary to receive a benefit hereunder shall be an unsecured claim against the general assets of the Corporation, and neither the Covered Individual, Eligible Individual nor any Beneficiary shall have any rights in or against any specific assets of the Corporation. The Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA. The existence of any trust fund as may be established from time to time is not intended to change this characterization of the Plan.

8.6 Receipt and Release for Payment.

Any payment made from the Plan to or with respect to any Covered Individual, Eligible Individual, or Beneficiary shall, to the extent thereof, be in full satisfaction of all claims against the Plan and the Corporation with respect to the Plan. The recipient of any payment from the Plan may be required by the Administrator, as a condition precedent to such payment, to execute a receipt and release with respect thereto in such form as shall be acceptable to the Administrator.

8.7 Acceleration of Payment.

Notwithstanding the provisions of the Plan to the contrary, the distribution of benefits under the Plan may be accelerated, in accordance with Code Section 409A and the rules and regulations thereunder, including, but not limited to, acceleration in connection with the following:

(a) Acceleration is permitted to make payment to an individual other than the Participant as necessary to comply with the provisions of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

(b) Acceleration is permitted to make payments as necessary to comply with the provisions of a certificate of divestiture (as defined in Code Section 1043(b)(2)).

(c) Acceleration is permitted to make payments of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2) on compensation deferred under the Plan, or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount, and the income tax withholding related to such amount.

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(d) Upon a good faith, reasonable determination by the Corporation, upon advice of counsel, that the Plan fails to meet the requirements of Code Section 409A with respect to a Participant and the regulations thereunder, acceleration is permitted to make payments to the Participant not to exceed the amount required to be included in income as a result of any such failure.

8.8 Special Rules for Delayed Payment.

(a) 162(m) Compliance. A payment may be delayed, to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Corporation’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m), in accordance with Code Reg. §1.409A-2(b)(7)(i).

(b) Legal Compliance. A payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; provided that the payment is made at the earliest date at which the Committee reasonably anticipates that making such payment will not cause such a violation of law. The making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

(c) Delay for Specified Employees. If a Participant is a Specified Employee, and payment is made on account of the Participant’s Termination of Employment, no payment is made before a date that is six months after the date of such event unless a later payment date is specified under the Plan. Payments that would have been made during the six-month delay shall be accumulated and paid on the first business day of the seventh month after the date of such event. As permitted under Code Section 409A, this delay shall not apply to any payment under a domestic relations order or for payment of taxes or such other event as may be provided in regulation and guidance issued by the Internal Revenue Service.

(d) Other Delayed Payments. The Committee may direct the delay of any payment upon such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Section 9 PRIOR BENEFITS

9.1 Benefits Prior to Effective Date.

An Employee who terminated employment prior to the Effective Date shall have his or her benefit determined under the provisions of the Plan in effect prior to this Plan restatement. The benefits of Covered Individuals who commenced benefits under the SUPP or who terminated employment with the Corporation prior to January 1, 2005 are provided under the terms of the SUPP prior to January 1, 2005 and are paid under this Plan from and after January 1, 2005. Such benefits are not intended to be required to comply with Section 409A of the Code and the regulations thereunder to the maximum extent possible.

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9.2 Protected Benefits.

(a) Benefits payable under Appendix A of the prior plan document shall continue to be payable under this Plan in accordance with the terms of that Appendix A. Such benefits are not intended to be required to comply with Section 409A of the Code and the regulations thereunder to the maximum extent possible.

(b) The Second Amendment to the Plan, dated July 28, 1992 and effective as of January 1, 1992 (“Second Amendment”), did not apply to certain named individuals who were active employees on and after December 20, 2002, as maintained on a list by the Plan Administrator. With respect to such individuals, the provisions of the Plan immediately prior to the Second Amendment (except as clarified to further express the scope and intent of the Plan below) apply. In the event that the employment of such an individual is terminated under the provisions of a written contract with the Corporation pursuant to which such individual is paid a severance amount and for which such contract also provides for additional accrual of benefits under the design of a defined benefit or non-qualified plan as an addition to the severance benefit, the benefit calculated under Section 3 for such individual shall include the amount of severance as if such payment were Compensation as of the individual’s Severance Date under the applicable Defined Benefit Plan. Such benefits are not intended to be required to comply with Section 409A of the Code and the regulations thereunder to the maximum extent possible. To the extent such benefits must comply, the time and form of payment will be the same as otherwise provided under Section 3 and the amount shall be determined by the Committee in accordance with the written contract.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed by its duly authorized member of the Del Monte Employee Benefits Sub-Committee as of December 31, 2008.

DEL MONTE CORPORATION
By:	/s/ Richard W. Muto
	Richard W. Muto
	Senior Vice President,
	Chief Human Resources Officer

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EX-10.3

Exhibit 10.3

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

Restatement Effective April 28, 2008

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

		Page
ARTICLE 1 Definitions		2
1.1	“Account Balance”	2
1.2	“Annual Incentive”	2
1.3	“Annual Deferral Amount”	2
1.4	“Beneficiary”	2
1.5	“Beneficiary Designation Form”	2
1.6	“Board”	2
1.7	“Change in Control”	2
1.8	“Code”	2
1.9	“Committee”	2
1.10	“Common Stock”	2
1.11	“Corporation”	3
1.12	“Deferral Amount”	3
1.13	“Deferred Stock Units”	3
1.14	“Disability”	3
1.15	“Disability Benefit”	3
1.16	“Election Form”	3
1.17	“Elective Deferral Account”	4
1.18	“Eligible Employee”	4
1.19	“EBC”	4
1.20	“ERISA”	4
1.21	“Fair Market Value”	4
1.22	“Parent”	4
1.23	“Participant”	4
1.24	“Participating Employer”	4
1.25	“Participating Employer Matching Contribution”	4
1.26	“Participating Employer Matching Contribution Account”	5
1.27	“Payment Date”	5
1.28	“Plan”	5
1.29	“Plan Year”	5
1.30	“Pre-Retirement Survivor Benefit”	5
1.31	“Retirement,” “Retire,” “Retires”, or “Retired”	5
1.32	“Retirement Benefit”	5
1.33	“Specified Employee”	5
1.34	“Termination Benefit”	6
1.35	“Termination of Employment”	6
1.36	“Unforeseeable Financial Emergency”	6
1.37	“Year of Service”	6

i

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 2 Selection/Enrollment/Eligibility		7
2.1	Selection by the Chief Executive Officer	7
2.2	Enrollment Requirements	7
2.3	Eligibility; Commencement of Participation	7
2.4	Change of Participating Employer	7
ARTICLE 3 Deferrals, Elections, and Vesting		8
3.1	Minimum and Maximum Deferral	8
3.2	Election to Defer; Effect of Election Form	8
3.3	Cancellation of Deferral	8
3.4	Crediting of Deferral Amounts	8
3.5	Participating Employer Matching Contributions	8
3.6	Crediting of Dividend Equivalents	9
3.7	Election of Payment	9
3.8	Vesting	9
ARTICLE 4 Accounts and Payouts		11
4.1	Value of Account Balances	11
4.2	Accounts Generally	11
4.3	Special Rules for Delayed Payment	11
4.4	Source	12
4.5	Withdrawal Payout; Cancellations for Unforeseeable Financial Emergencies	12
4.6	In-Service Payout Where No Unforeseeable Financial Emergencies	12
4.7	Acceleration of Payment	13
ARTICLE 5 Retirement Benefit		14
5.1	Retirement Benefit	14
5.2	Form of Retirement Benefits	14
5.3	Death Prior to Completion of Retirement Benefits	14
5.4	Change in Election of Retirement Benefit	14
ARTICLE 6 Pre-Retirement Survivor Benefit		15
6.1	Pre-Retirement Survivor Benefit	15
6.2	Payment of Pre-Retirement Survivor Benefits	15
ARTICLE 7 Disability Benefit		16
7.1	Disability Benefits	16
7.2	Payment of Disability Benefit	16
7.3	Death Prior to Completion of Disability Benefits	16

ii

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

7.4	Change in Election of Disability Benefit	16
ARTICLE 8 Termination Benefit		17
8.1	Termination Benefit	17
8.2	Payment of Termination Benefit	17
ARTICLE 9 Beneficiary Designation		18
9.1	Beneficiary	18
9.2	Beneficiary Designation; Change; Spousal Consent	18
9.3	Acknowledgment	18
9.4	No Beneficiary Designation	18
9.5	Doubt as to Beneficiary	18
9.6	Discharge of Obligations	19
ARTICLE 10 Leave of Absence		20
10.1	Paid Leave of Absence	20
10.2	Unpaid Leave of Absence	20
ARTICLE 11 Termination, Amendment or Modification		21
11.1	Termination	21
11.2	Amendment	22
11.3	Effect of Payment	22
ARTICLE 12 Administration		23
12.1	Committee Duties	23
12.2	Agents	23
12.3	Binding Effect of Decisions	23
12.4	Indemnity of Committee	23
12.5	Participating Employer Information	23
ARTICLE 13 Claims Procedures		24
13.1	Claims for Benefits	24
13.2	Claim Denial	24
13.3	Claim Appeal	24
13.4	Appeal Decision	25
13.5	Requirement for Exhaustion	25
13.6	Delay for Information	25
13.7	Disability Claims	25
ARTICLE 14 Miscellaneous		26

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14.1	Unsecured General Creditor	26
14.2	Participating Employer’s Liability	26
14.3	FICA and Other Taxes	26
14.4	Nonassignability	26
14.5	Coordination with Other Benefits	26
14.6	Not a Contract of Employment	26
14.7	Furnishing Information	27
14.8	Terms	27
14.9	Captions	27
14.10	Governing Law	27
14.11	Notice	27
14.12	Successors	27
14.13	Spouse’s Interest	27
14.14	Validity	28
14.15	Incompetent	28
14.16	Counterparts	28

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Del Monte Corporation

AIP Deferred Compensation Plan

Amended and Restated Effective April 28, 2008

Purpose

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of Del Monte Corporation, a Delaware corporation. The Plan is intended to constitute an unfunded plan of deferred compensation for a select group of management or highly compensated employees as described in ERISA Section 201(2).

This Plan formerly was known as the Del Monte Corporation AIAP Deferred Compensation Plan. Effective July 1, 2004, the Plan was amended and restated for the purposes of changing its title and incorporating certain eligible participants previously covered under the Del Monte Corporation Executive Deferred Compensation Plan. The Plan was subsequently amended twice for compliance with Code Section 409A. Effective as of April 28, 2008, the Plan is hereby amended and restated to comply with the American Jobs Creation Act of 2004, Internal Revenue Code Section 409A and the final regulations issued thereunder.

Compliance

This Plan is intended to comply with the American Jobs Creation Act of 2004 and new Internal Revenue Code Section 409A and the regulations and guidance thereunder (“New Law”). This Plan was adopted effective as of July 1, 2004 prior to the issuance of all guidance and interpretation of the New Law and operated in good faith compliance in 2005, 2006 and 2007. This Plan is amended and restated as of April 28, 2008 in good faith compliance with the regulations issued on April 10, 2007 and guidance thereafter, including IRS Notice 2007-86.

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ARTICLE 1

Definitions

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” shall mean, with respect to a Participant, the number of Deferred Stock Units allocated to a Participant’s Elective Deferral Account and Employer Matching Contribution Account. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be paid to or in respect of a Participant pursuant to the Plan. When preceded by a year, Account Balance shall mean the aggregate number of Deferred Stock Units deferred on account of a Plan Year commencing in that year (e.g., 2006 Account Balance means the Deferred Stock Units, including dividend allocations and Matching Contributions on such amount, based on the 2006 Plan Year). Each such Account Balance is referred to as a Plan Year Account Balance.

1.2 “Annual Incentive” shall mean any cash award paid or payable in respect of a Plan Year to a Participant under the Corporation’s Annual Incentive Plan (known as the “AIP”).

1.3 “Annual Deferral Amount” shall mean that portion of a Participant’s Annual Incentive that a Participant elects to defer, in accordance with Article 3, for any one Plan Year.

1.4 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under the Plan upon the death of a Participant.

1.5 “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.6 “Board” shall mean the board of directors of the Corporation.

1.7 “Change in Control” shall mean a Change in Control as defined in the Del Monte Foods Company 2002 Stock Incentive Plan or any successor plan.

1.8 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

1.9 “Committee” shall mean the Del Monte Corporation Compensation and Employee Benefits Committee appointed by the Board.

1.10 “Common Stock” shall mean the shares of common stock of the Parent, par value $0.01 per share.

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1.11 “Corporation” shall mean Del Monte Corporation, a Delaware corporation.

1.12 “Deferral Amount” shall mean the sum of all of a Participant’s Annual Deferral Amounts.

1.13 “Deferred Stock Units” shall mean (a) with respect to a Participant’s Deferral Amount, the number of stock units (with fractions rounded up to the nearest whole share) obtained by dividing a Participant’s Deferral Amount by the Fair Market Value of a share of Common Stock on the effective date of the Participant’s deferral as set forth in Article 3 of the Plan, and (b) with respect to a Participating Employer Matching Contribution, the number of stock units (with fractions rounded up to the nearest whole share) obtained by dividing the Participating Employer Matching Contribution by the Fair Market Value of a share of Common Stock on the effective date of the Participant’s deferral as set forth in Article 3 of the Plan. Each Deferred Stock Unit will be credited with dividends and special distributions which will be converted into additional Deferred Stock Units as provided herein. Participants will not be entitled to voting rights on account of Deferred Stock Units. Each Deferred Stock Unit (or fraction thereof) will be converted into one (1) whole share of Common Stock upon the payment of any benefit under this Plan. No fractional shares of Common Stock will be issued under the Plan. If the calculation of the number of shares of Common Stock to be issued under this Plan results in fractional shares, then the number of shares of Common Stock will be rounded up to the nearest whole share of Common Stock.

1.14 “Disability” shall mean physical or mental disability as a result of which the Participant is unable to perform his duties with the Participating Employer on substantially a full-time basis for any period of six (6) consecutive months and which also meets the disability requirements of Code Reg. §1.409A-3(i)(4). Any dispute as to whether or not the Participant is so disabled shall be resolved by a physician reasonably acceptable to the Participant and the Participating Employer whose determination shall be final and binding upon both the Participant and the Participating Employer. Notwithstanding the foregoing provisions, “Disability” when used in connection with the termination of employment with the Participating Employer of a Participant who at the time of such termination is a party to a written employment or retention agreement with the Participating Employer, shall have the meaning assigned to such term in such agreement; provided that no payment may be made under this Plan on account of Disability unless the disability also complies with the requirements of Code Reg. §1.409A-(3)(i)(4).

1.15 “Disability Benefit” shall mean a benefit set forth in Article 7.

1.16 “Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

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1.17 “Elective Deferral Account” shall mean a Participant’s Deferral Amount adjusted in accordance with Section 3.4 and Section 3.6 of the Plan, net of all distributions from such account. This account shall be a bookkeeping entry only maintained by the applicable Participating Employer and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be paid to the Participant pursuant to the Plan. A Participant shall have a fully vested and nonforfeitable interest in this account at all times.

1.18 “Eligible Employee” shall mean any employee of a Participating Employer who is at salary grade forty (40) and above.

1.19 “EBC” shall mean the Del Monte Corporation Employee Benefits Committee.

1.20 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

1.21 “Fair Market Value” of a share of Common Stock with respect to any day shall mean (a) the average of the high and low sales prices on such day of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading, or (b) if not so reported, the average of the closing bid and ask prices on such day as reported on the National Association of Securities Dealers Automated Quotation System, or (c) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its absolute discretion and in good faith compliance with Code Section 409A.

1.22 “Parent” shall mean the Del Monte Foods Company, a Delaware corporation.

1.23 “Participant” shall mean any Eligible Employee with respect to a Participating Employer (a) who is selected to participate in the Plan in accordance with Section 2.1, (b) who elects to participate in the Plan in accordance with Section 2.1, (c) who signs an Election Form and Beneficiary Designation Form; (d) whose signed Election Form and Beneficiary Designation Form are accepted by the Committee, (e) who commences participation in the Plan, and (f) whose Plan participation has not terminated.

1.24 “Participating Employer” shall mean any affiliate of the Corporation that is designated by the Board from time to time be a participating employer under the Plan.

1.25 “Participating Employer Matching Contribution” shall mean the Participating Employer contribution which matches a percentage of a Participant’s Annual Deferral Amount as set forth in Section 3.5 of the Plan, adjusted in accordance with Section 3.6 of the Plan.

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1.26 “Participating Employer Matching Contribution Account” shall mean a Participant’s share of Participating Employer Matching Contributions adjusted in accordance with Section 3.4 of the Plan, net of all distributions from such account. This account shall be a bookkeeping entry only maintained on behalf of the applicable Participating Employer and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be paid to the Participant pursuant to the Plan. A Participant’s vested and nonforfeitable interest in each Participating Employer Matching Contribution credited to his or her account shall be determined in accordance with Section 3.6 of the Plan.

1.27 “Payment Date” shall mean the date a benefit is paid, in the case of a lump sum payment, or commences, in the case of installment payments, that is in the seventh (7^th) full calendar month following the date the Participant Retires, dies, has a Termination of Employment or is Disabled.

1.28 “Plan” shall mean the “Del Monte Corporation AIP Deferred Compensation Plan”, which shall be evidenced by this instrument and, with respect to each Participant, by his or her Election Form and any other form designated by the Committee, as each may be amended from time to time.

1.29 “Plan Year” shall mean the period that is the Corporation’s fiscal year, commencing each year on the first day of the Corporation’s fiscal year (the first Monday after the Sunday closest to the end of April) and ending each year on the last day of the Corporation’s fiscal year (the Sunday closest to the end of April), except for the first Plan Year following the effective date of the prior amended and restated Plan, which was the period commencing July 1, 2004 and ending April 30, 2005. Plan Year shall also mean the same as fiscal year or “FY”. The year designating a Plan Year refers to the calendar year in which the fiscal year ends (e.g., FY2008 ends April 27, 2008).

1.30 “Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.

1.31 “Retirement,” “Retire,” “Retires, or “Retired” shall mean severance from employment that is a separation from service, within the meaning of Code Reg. § 1.409A-1(h) with all Participating Employers on or after a Participant has attained age 55 and has at least ten (10) years of service, as determined under the Del Monte Savings Plan.

1.32 “Retirement Benefit” shall mean the benefit set forth in Article 5.

1.33 “Specified Employee” means a Participant who is a “key employee” as defined for purposes of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code), of the Employer or its affiliates. If a person is a Specified Employee as of December 31 of the preceding Plan Year, s/he is treated as a Specified Employee for the 12-month period beginning on April 1 of the Plan Year. For purposes of this Section 1.32, the term

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“compensation” will be defined in accordance with Code Reg. §1.409A-1(i)(2), applied on a consistent basis for each period. Whether an individual is a Specified Employee will be determined in accordance with the requirements of Code Section 409A and the final regulations issued thereunder and is only applicable for period when the Employer or any Affiliate has stock that is publicly traded on an established securities market or otherwise in accordance with Code Reg. § 1.409A-1(i)

1.34 “Termination Benefit” shall mean the benefit set forth in Article 8.

1.35 “Termination of Employment” shall mean the ceasing of employment with all Participating Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence and shall be a separation from service within the meaning of Code Reg. § 1.409A-1(h).

1.36 “Unforeseeable Financial Emergency” shall mean an unforeseeable emergency, consistent with Code Section 409A and regulations thereunder, that would result in severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, (b) a loss of the Participant’s property due to casualty, (c) the imminent foreclosure of or eviction from the Participant’s primary residence, (d) the need to pay for medical expenses, including non-refundable deductibles or prescription drug costs, (e) funeral expenses of a spouse or dependent (as described in Code Section 152(a)), or (f) such other similar, extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole and absolute discretion of the Committee based on the relevant facts and circumstances of the case but only to the extent the emergency may not be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets to the extent the liquidation of the assets would not cause severe financial hardship, or by the cessation of deferrals under the Plan.

1.37 “Year of Service” shall mean a Plan Year (including the first Plan Year following the effective date of this amended and restated Plan) throughout which a Participant is

(a) both employed by or in the service of any Participating Employer and a Participant in the Plan, or;

(b) as to Participants previously covered under the Del Monte Corporation Executive Deferred Compensation Plan, both employed by or in the service of any Participating Employer and a Participant in the Plan and/or the Del Monte Corporation Executive Deferred Compensation Plan.

A Participant shall not receive duplicative credit for any period in which s/he is employed by more than one Participating Employer.

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ARTICLE 2

Selection/Enrollment/Eligibility

2.1 Selection by the Chief Executive Officer. Participation in the Plan shall be limited to Eligible Employees. The Committee has designated the Chief Executive Officer of the Corporation. From among the Eligible Employees, the Chief Executive Officer of the Corporation shall select, in his sole and absolute discretion, those who may participate in the Plan for each Plan Year. Selection for any Plan Year is not necessarily assurance of selection for any other Plan Year.

2.2 Enrollment Requirements. As a condition to participation, each selected Eligible Employee shall complete, execute and return to the Committee, within the deadlines established by the Committee, an Election Form, and a Beneficiary Designation Form. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole and absolute discretion are necessary. In no event will any enrollment for a Plan Year be permitted after the last day of the immediately preceding Plan Year.

2.3 Eligibility; Commencement of Participation. Provided an Eligible Employee selected to participate herein has met all enrollment requirements set forth herein and required by the Committee, including returning all required documents to the Committee, that Eligible Employee shall commence participation in the Plan upon the first day of the Plan Year.

2.4 Change of Participating Employer. If a Participant moves from one Participating Employer to another during a Plan Year, that Participant’s Election Form shall be automatically amended to substitute the new Participating Employer; provided that the Participant shall continue participation for the balance of the Plan Year at the same deferral level s/he elected effective as of the beginning of such year.

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ARTICLE 3

Deferrals, Elections, and Vesting

3.1 Minimum and Maximum Deferral. On any day of the election period established by the Committee which ends no later than immediately prior to the beginning of each Plan Year, a Participant may elect to defer up to one hundred percent (100%) but not less than five percent (5%), in whole percentages, of his or her Annual Incentive that would be payable for such Plan Year.

3.2 Election to Defer; Effect of Election Form. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make a deferral election by delivering to the Committee a completed and signed Election Form, which election and form must be accepted by the Committee for a valid election to exist. For each succeeding Plan Year, a new Election Form must be delivered to the Committee, in accordance with its rules and procedures, no later than the end of the Plan Year preceding the Plan Year for which the election is made. As of the last day of the Plan Year immediately preceding the Plan Year for which the deferral is made, acceptable elections for that Plan Year will become irrevocable for that Plan Year. If no Election Form is timely delivered for a Plan Year, the Annual Incentive for that Plan Year shall not be deferred and no Annual Deferral Amount for such Plan Year shall be credited. For the 2005 Plan Year, elections were made in August 2004; for the 2006 Plan Year, elections were made by December 31, 2004.

3.3 Cancellation of Deferral. If a Participant becomes disabled during a Plan Year, within the meaning of this Section 3.3, the Committee may cancel any deferral for that Plan Year by a date that is not later than the end of the calendar year in which the Participant incurs the disability or the fifteenth (15^th) day of the third month after the Participant incurs the disability. For purposes of this Section 3.3, a disability is a medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

3.4 Crediting of Deferral Amounts. For each Plan Year, the elected percentage of the Annual Incentive shall be deferred at the time the Annual Incentive is or otherwise would be paid to the Participant, even if that occurs after the end of the Plan Year. The Annual Deferral Amount shall be credited to a Participant’s Elective Deferral Account at such time.

3.5 Participating Employer Matching Contributions. Each Participating Employer shall make matching contributions on behalf of any of its Participants in an amount not to exceed twenty-five percent (25%) of a Participant’s Annual Deferral Amount for a Plan Year. These matching contributions shall be credited to each Participant’s Participating Employer Matching Contribution Account on the same date and in the same manner as the Participant’s Annual Deferral Amount as set forth in Section 3.4 above.

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3.6 Crediting of Dividend Equivalents. For each Deferred Stock Unit credited to a Participant’s Account, Balance through the date of Retirement, death, Disability or Termination of Employment, additional Deferred Stock Units shall be credited at the same time that a dividend or other distribution of Common Stock or cash is paid to holders of Common Stock in an amount equal to the amount of the value of the dividend or other distribution divided by the Fair Market Value of a share of Common Stock on that date. No other interest or earnings are credited to an Account Balance.

3.7 Election of Payment. At the time of any election made under Section 3.2 for a Plan Year, a Participant shall also designate the form of payment of that Plan Year Account Balance to be made in the event of Retirement or Disability. In the event of death or Termination of Employment prior to Retirement or Disability, the form of payment is a lump sum amount. All payments are made in shares of Common Stock, subject to Section 4.6 regarding payment of taxes. The form of payment is determined by the earliest to occur of Retirement, Termination of Employment, death or Disability.

3.8 Vesting.

(a) Elective Deferral Account. A Participant shall at all times be one hundred percent (100%) vested in his or her Elective Deferral Account including any dividend equivalents credited to this account under Section 3.6.

(b) Participating Employer Matching Contributions; Class Year Vesting. A Participant shall vest in the Participating Employer Matching Contribution for a Plan Year credited to his or her Participating Employer Matching Contribution Account, including dividend equivalents credited to this account under Section 3.6, as follows, based on full, completed Years of Service measured from the beginning of such Plan Year:

Years of Service	Nonforfeitable Percentage
less than 1	0	%
1 but less than 2	33.3	%
2 but less than 3	66.6	%
3 or more	100	%

A Participant shall automatically become fully vested in all amounts credited to his or her Participating Employer Matching Contribution Account for all Plan Years if s/he dies while employed by a Participating Employer.

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(c) Notwithstanding anything to the contrary contained in this Section 3.7, in the event of a Change in Control, a Participant shall become one hundred percent (100%) vested (if not already vested in accordance with this Section 3.7) in all of the Participating Employer Matching Contributions credited to his or her Participating Employer Matching Contribution Account for all Plan Years.

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ARTICLE 4

Accounts and Payouts

4.1 Value of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, the value of a Participant’s Account Balance at any time and from time to time shall be based upon the number of Deferred Stock Units and the Fair Market Value of Common Stock as of the valuation date established by the Committee.

4.2 Accounts Generally. A Participant’s Account Balance for purposes of elections to defer and for election of the form and timing of distributions shall be maintained in subaccounts as follows:

(a) Pre-2005 Plan Year Benefits. Amounts deferred and/or credited as deferred under the Plan, as in effect before July 1, 2004, prior to the 2005 Plan Year are subject to the last election form in effect before the 2005 Plan Year.

(b) 2005 Plan Year Benefits. Amounts deferred and/or credited as deferred for the 2005 Plan Year are subject to the last election form accepted by the Committee in August 2004.

(c) 2006 Plan Year Benefits. Amounts deferred and/or credited as deferred for the 2006 Plan Year are subject to the last election form accepted by the Committee by December 31, 2004.

(d) 2007 and After Plan Year Benefits. Amounts deferred and/or credited as deferred for the 2007 Plan Year are subject to the last election form accepted by the Committee no later than the last day of the 2006 Plan Year and amounts for each succeeding Plan Year are subject to an election form accepted by the Committee no later than the last day of the immediately preceding Plan Year.

4.3 Special Rules for Delayed Payment.

(a) 162(m) Compliance. A payment may be delayed, to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Corporation’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m), in accordance with Code Reg. §1.409A-2(b)(7)(i).

(b) Legal Compliance. A payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; provided that the payment is made at the earliest date at which the Committee reasonably anticipates that making such payment will not cause such a violation of law. The making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

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(c) Delay for Specified Employees. Notwithstanding the provisions of Articles 5, 7 and 8, if a Participant is a Specified Employee, and payment is made on account of the Participant’s Retirement or Termination of Employment, no payment is made before a date that is six months after the date of such event unless a later payment date is specified under the Plan. Payments that would have been made during the six-month delay shall be accumulated and paid on the first business day of the seventh month after the date of such event. As permitted under Code Section 409A, this delay shall not apply to any payment under a domestic relations order or for payment of taxes or such other event as may be provided in regulation and guidance issued by the Internal Revenue Service.

(d) Other Delayed Payments. The Committee may direct the delay of any payment upon such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

4.4 Source. Any Deferred Stock Units issuable hereunder and any Common Stock payable hereunder, shall be deemed issued or paid under the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan approved by the Parent’s Board of Directors and stockholders of Parent.

4.5 Withdrawal Payout; Cancellations for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (a) cancel any deferrals required to be made by a Participant for the balance of such Plan Year and/or (b) receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the vested portion of the Participant’s Account Balance, calculated as if such Participant were receiving a Termination Benefit payable as of the date of termination of employment, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency including amounts necessary to pay any Federal, State or local income taxes or penalties reasonably anticipated to result from the withdrawal. If, subject to the sole discretion of the Committee, the petition for a cancellation and/or payout is approved, cancellation shall take effect upon the date of approval and any payout shall be made in a lump sum on the thirtieth (30^th) day following the date of approval. After cancellation of deferrals, a Participant may re-participate by making an election under Section 3.2.

4.6 In-Service Payout Where No Unforeseeable Financial Emergencies. From and after January 1, 2005, no Participant was permitted to withdraw all or any of the vested portion of his or her Account Balance for any reason other than pursuant to Section 4.5 prior to the Participant’s Termination of Employment, Retirement, death or Disability.

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4.7 Acceleration of Payment. Notwithstanding the provisions of the Plan to the contrary, the distribution of benefits under the Plan may be accelerated, in accordance with Code Section 409A and the rules and regulations thereunder, including, but not limited to, acceleration in connection with the following:

(a) Acceleration is permitted to make payment to an individual other than the Participant as necessary to comply with the provisions of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

(b) Acceleration is permitted to make payments as necessary to comply with the provisions of a certificate of divestiture (as defined in Code Section 1043(b)(2)).

(c) Acceleration is permitted to make payments of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2) on compensation deferred under the Plan, or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount, and the income tax withholding related to such amount.

(d) Upon a good faith, reasonable determination by the Corporation, upon advice of counsel, that the Plan fails to meet the requirements of Code Section 409A with respect to a Participant and the regulations thereunder, acceleration is permitted to make payments to the Participant not to exceed the amount required to be included in income as a result of any such failure.

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ARTICLE 5

Retirement Benefit

5.1 Retirement Benefit. A Participant who Retires before death, Disability or other Termination of Employment shall receive a Retirement Benefit equal to the vested portion of his or her Account Balance determined as of the date of Retirement.

5.2 Form of Retirement Benefits. Participant shall elect on an Election Form under Section 3.2 to receive the vested portion of his or her Account Balance as a Retirement Benefit payable in Common Stock for each Plan Year Account Balance either (a) in a lump sum or (b) in equal annual installments over a period of years not to exceed fifteen (15) years, on the Payment Date. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

5.3 Death Prior to Completion of Retirement Benefits. If a Participant dies after Retirement but before the Retirement Benefit is paid in full the Participant’s unpaid Retirement Benefit shall continue and shall be paid to the Participant’s Beneficiary for the remaining number of years in any installment period selected by the Participant; provided, however, if no Beneficiary is designated or in the event any such person is not then living, to his or her estate over the remaining number of years in the installment period and in the same amounts as that benefit would have been paid to the Participant had the Participant survived.

5.4 Change in Election of Retirement Benefit. A Participant may make one (1) change of an election to delay payment or change the form of a Retirement Benefit for a Plan Year Account Balance at any time prior to commencement of distribution of any benefit under the Plan by completing, executing and filing with the Committee a new election on a form designated by the Committee. Any such election to change is effective only if:

(a) such election to change may not take effect until at least twelve (12) months after the date on which the election is made;

(b) the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and

(c) any such election to change may not be made less than twelve (12) months prior to the date of the first scheduled payment.

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ARTICLE 6

Pre-Retirement Survivor Benefit

6.1 Pre-Retirement Survivor Benefit. If a Participant dies while employed by a Participating Employer but before s/he Retires or has a Termination of Employment, the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant’s vested Account Balance determined as of the date of death.

6.2 Payment of Pre-Retirement Survivor Benefits. The Pre-Retirement Survivor Benefit shall be payable in Common Stock in a lump sum on the Payment Date. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

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ARTICLE 7

Disability Benefit

7.1 Disability Benefits. If a Participant has an event of Disability prior to Retirement, death or any Termination of Employment, then the Participant shall receive a Disability Benefit equal to the vested portion of his or her Account Balance determined as of the date of Disability.

7.2 Payment of Disability Benefit. A Participant shall elect on an Election Form under Section 3.2 to receive the vested portion of his or her Account Balance as a Disability Benefit payable in Common Stock for each Plan Year Account Balance either in (a) a lump sum or (b) equal annual installments over a period of years not to exceed fifteen (15) years, on the Payment Date. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

7.3 Death Prior to Completion of Disability Benefits. If a Participant dies after Disability onset but before the Disability Benefit is paid in full, the Participant’s unpaid Disability Benefit payments shall continue and shall be paid to the Participant’s Beneficiary for the remaining number of years in the installment period selected by the Participant; provided, however, if no Beneficiary is designated or, in the event any such person is not then living, to his or her estate over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived.

7.4 Change in Election of Disability Benefit. A Participant may make one (1) change of an election to change the form of a Disability Benefit for a Plan Year Account Balance at any time prior to commencement of distribution of any benefit under the Plan by completing, executing and filing with the Committee a new election on a form designated by the Committee. Any such election to change is effective only if:

(a) such election to change may not take effect until at least twelve (12) months after the date on which the election is made; and

(b) any such election to change may not be made less than twelve (12) months prior to the date of the first scheduled payment.

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AIP DEFERRED COMPENSATION PLAN

ARTICLE 8

Termination Benefit

8.1 Termination Benefit. If a Participant experiences a Termination of Employment prior to his or her Retirement, Disability or death, Participant shall receive a Termination Benefit equal to the vested portion of the Participant’s Account Balance determined as of the date of Termination of Employment.

8.2 Payment of Termination Benefit. The Termination Benefit shall be payable in Common Stock in a lump sum on the Payment Date. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 9

Beneficiary Designation

9.1 Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the beneficiary designation under any other plan of a Participating Employer in which the Participant participates. The Beneficiary designation shall apply to Participant’s entire Account Balance notwithstanding, that it may be paid in varying forms based on Plan Year Account Balances.

9.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. Where required by law or by the Committee, in its sole and absolute discretion, if the Participant names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

9.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and accepted by the Committee or its designated agent.

9.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1 and 9.2 above, or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan shall be paid to the Participant’s estate.

9.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its sole and absolute discretion, to cause the Participating Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

9.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Participating Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan participation shall terminate upon such full payment of benefits.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 10

Leave of Absence

10.1 Paid Leave of Absence. If a Participant is authorized by a Participating Employer for any reason to take a paid leave of absence from employment, the Participant shall continue to be considered actively employed by the Participating Employer and the Annual Deferral Amount shall be withheld during such paid leave of absence in accordance with the election of Section 3.2 of the Plan, except as otherwise cancelled in accordance with Section 3.3.

10.2 Unpaid Leave of Absence. If a Participant is authorized by a Participating Employer for any reason to take an unpaid leave of absence from employment, the Participant shall continue to be considered actively employed by the Participating Employer, but the Participant shall be excused from making deferrals until the date the Participant returns to paid employment status except as otherwise provided in accordance with Section 3.3. If no election was made for the Plan Year in which the Participant returns to paid status, then no Annual Deferral Amount shall be withheld. If a Participant is authorized by a Participating Employer to take an unpaid leave of absence from employment, Participant shall have a right to reemployment by the Participating Employer unless otherwise specifically provided in writing, for a period up to twelve (12) months from the commencement of the Participant’s leave of absence (paid or unpaid) and shall be considered to have a Termination of Employment on the first date immediately following the 12-month period for purposes of this Plan.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 11

Termination, Amendment or Modification

11.1 Termination. The Board reserves the right to terminate the Plan at any time. The Board has the right to terminate or suspend any future Plan Year Annual Deferral Amount or Participating Employer Matching Contributions at any time and a Participant has the right to choose not to make any Annual Deferral contributions for any future Plan Year. The Board in its sole discretion has the right to unilaterally terminate this Plan and provide for accelerated payment of benefits that may be vested hereunder, to the extent compliant with Code Section 409A:

(a) within twelve (12) months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of:

(i) the calendar year in which the Plan terminates under this subsection;

(ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(iii) the first calendar year in which the payment is administratively practicable.

(b) within the thirty (30) days preceding or the twelve (12) months following a change in control event (as defined in Code Reg. Section 1.409A-3(i)(5)); provided that all substantially similar arrangements for the Participant are also terminated; or

(c) at any time if all arrangements that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) are terminated and liquidated and no payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within twelve (12) months of the termination and all payments are made within twenty-four (24) months of the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan (the “Termination Date”) and no new arrangement that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) is adopted within three (3) years following the Termination Date; or

(d) at such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

11.2 Amendment. The Board may at any time, amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall be effective to decrease the vested portion of a Participant’s Account Balance, calculated as though the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification, or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification. In addition, no amendment or modification of the Plan shall affect the right of any Participant or Beneficiary who was eligible to or did Retire or incurred a Disability on or before the effective date of such amendment or modification to receive benefits in the manner s/he elected.

11.3 Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all Participating Employers, the Committee and the EBC for all obligations to a Participant under this Plan, and the Participant’s Plan participation shall terminate.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 12

Administration

12.1 Committee Duties. This Plan shall be administered by the Committee. The Committee shall also have the discretion and authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan, consistent with the Committee’s Charter. The EBC shall have the authority to make any legal or administrative amendments to the Plan consistent with the EBC Charter. Any member of the Committee, or as applicable of the EBC, must recuse himself or herself on any matter regarding the disposition of their own claim or appeal under the Plan that comes before the Committee or the EBC.

12.2 Agents. In the administration of this Plan, the Committee or the EBC may, from time to time, employ agents and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to a Participating Employer.

12.3 Binding Effect of Decisions. The decision or action of the Committee, or the EBC, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

12.4 Indemnity of Committee. The Participating Employers shall jointly and severally indemnify and hold harmless the members of the Committee and the EBC against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, the EBC, or any of its members.

12.5 Participating Employer Information. To enable the Committee to perform its functions, the Participating Employers shall supply full and timely information to the Committee on all matters relating to the compensation of Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of Participants, and such other pertinent information as the Committee may reasonably require.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 13

Claims Procedures

13.1 Claims for Benefits. Participant, or Participant’s Beneficiary (“claimant” for purposes of this section), may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such claimant under this Plan. All claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the claimant.

13.2 Claim Denial. The Committee shall consider a claimant’s claim within sixty (60) days of the making of the claim, and shall notify the claimant in writing:

(a) that the claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of this Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth below.

13.3 Claim Appeal. Within sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a claimant (or the claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than thirty (30) days after the review procedure begins, the claimant (or the claimant’s duly authorized representative):

(a) may review pertinent documents;

(b) may submit written comments or other documents; and/or

(c) may request a hearing, which the Committee, in its sole discretion, may grant.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

13.4 Appeal Decision. The Committee shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial other special circumstances require additional time, in which case the Committee’s decision must be rendered within one hundred twenty (120) days after such date. Such decision must be written in a manner calculated to be understood by the claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent provisions of this Plan upon which the decision was based; and

(c) such other matters as the Committee deems relevant.

13.5 Requirement for Exhaustion. A claimant’s compliance with the foregoing provisions of this Article XIII is a mandatory prerequisite to a claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

13.6 Delay for Information. In the event that the Committee requests additional information necessary to determine the claim or appeal from a claimant, the claimant shall have at least 45 days in which to respond. The period for making a benefit determination or deciding an appeal, as the case may be, shall be tolled from the date of the notification to the claimant of the request for additional information until the date the claimant responds to such request or, if earlier, the expiration of the deadline provided by the Committee.

13.7 Disability Claims. If a claimant challenges the determination of Disability under this Plan, then Sections 13.2 and 13.3 shall be read with “45” instead of “60” in the number of days in such section, and Section 13.4 shall be read with “45” instead of “60” and “90” instead of “120” days in such section.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 14

Miscellaneous

14.1 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable right, interest or claim in any property or assets of any Participating Employer. Any and all of each Participating Employer’s assets shall be, and remain, the general, unpledged and unrestricted assets of each such Participating Employer. The applicable Participating Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future with respect to the Participants.

14.2 Participating Employer’s Liability. A Participating Employer’s liability for the payment of benefits shall be defined only by the Plan. The Participating Employers shall have no obligation to a Participant under the Plan except as expressly provided in the Plan.

14.3 FICA and Other Taxes. Participating Employers shall withhold an amount equal to the federal, state and local income taxes and other amounts required by law to be withheld with respect to any amounts deferred or benefits received under this Plan.

14.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

14.5 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of a Participating Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

14.6 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between a Participating Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, with or without cause, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of a Participating Employer either as an employee or a director, or to interfere with the right of a Participating Employer to discipline or discharge the Participant at any time.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

14.7 Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

14.8 Terms. Whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

14.9 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

14.10 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the laws of the State of California.

14.11 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to:

Chair, Del Monte Corporation

Compensation and Employee Benefits Committee

c/o Del Monte Corporation

One Market P.O. Box 193575

San Francisco, CA 94119-3575

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

14.12 Successors. The provisions of this Plan shall bind and inure to the benefit of the Participating Employers and their successors and assigns and the Participant, the Participant’s Beneficiaries, and their permitted successors and assigns.

14.13 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

14.14 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

14.15 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

14.16 Counterparts. This instrument may be executed in one or more counterparts each of which shall be legally binding and enforceable.

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DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

IN WITNESS WHEREOF, the Corporation has executed, by a duly authorized officer, this Plan document on December 31, 2008.

DEL MONTE CORPORATION
By:	/s/ Richard W. Muto
	Richard W. Muto
	Senior Vice President, Chief Human Resources Officer

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EX-10.4

Exhibit 10.4

DEL MONTE CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Fourth Restatement)

As amended and restated effective January 1, 2009

DEL MONTE CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

		Page
ARTICLE 1     Definitions		1
Section 1.1.	Actively Employed	1
Section 1.2.	Actuarial Equivalent Value	1
Section 1.3.	Additional Benefits Plan	2
Section 1.4.	Affiliate	2
Section 1.5.	Annuity Starting Date	2
Section 1.6.	Applicable Mortality Table	2
Section 1.7.	Beneficiary	2
Section 1.8.	Board	2
Section 1.9.	Cause	2
Section 1.10.	Claimant	3
Section 1.11.	Code	3
Section 1.12.	Committee	3
Section 1.13.	Compensation	3
Section 1.14.	Compensation Credits	4
Section 1.15.	Corporation	4
Section 1.16.	Del Monte Foods Company	4
Section 1.17.	Effective Date	4
Section 1.18.	Employer	4
Section 1.19.	Excess Plan	4
Section 1.20.	Final Average Compensation	5
Section 1.21.	Gross Benefit	5
Section 1.22.	Heinz Participant Preservation Arrangement	5
Section 1.23.	Interest Factor	5
Section 1.24.	Net Benefit	5
Section 1.25.	Participant	5
Section 1.26.	Plan	5
Section 1.27.	Plan A	5
Section 1.28.	Plan Administrator	5
Section 1.29.	Plan Year	5
Section 1.30.	PRA	5
Section 1.31.	Retirement Contribution Account	6
Section 1.32.	Section 417 Rate	6
Section 1.33.	Service	6
Section 1.34.	Specified Employee	6
Section 1.35.	Termination of Employment	6
ARTICLE 2     Participation and Eligibility for Benefits		6
Section 2.1.	Participation	6
Section 2.2.	Eligibility for Benefits	7
Section 2.3.	Death	7

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ARTICLE 3     Benefits		7
Section 3.1.	Amount of Benefits	7
Section 3.2.	Payment of Benefits	9
Section 3.3.	Benefits in Cases of Reemployment	9
ARTICLE 4     Administration and Authority		10
Section 4.1.	Corporation and Board of Directors	10
Section 4.2.	Committee; Organization	10
Section 4.3.	Powers and Responsibility	11
Section 4.4.	Expenses	13
Section 4.5.	Indemnity of Committee	13
ARTICLE 5     Amendment and Termination		13
Section 5.1.	Right to Terminate	13
Section 5.2.	Amendment	14
ARTICLE 6     Miscellaneous		14
Section 6.1.	Headings	14
Section 6.2.	Unfunded Plan	14
Section 6.3.	Authorization for Trust	14
Section 6.4.	No Employment Rights	14
Section 6.5.	Benefits Not Assignable or Transferable	14
Section 6.6.	Laws Applicable	14
Section 6.7.	FICA and Other Taxes	15
Section 6.8.	Acceleration of Payment	15
Section 6.9.	Special Rules for Delayed Payment	15
ARTICLE 7     Claims Procedure		16
Section 7.1.	Filing of a claim for benefits	16
Section 7.2.	Notification to claimant of decision	16
Section 7.3.	Appeal Process	17
Section 7.4.	Decision on Appeal	17
Section 7.5.	Effect of Extensions	17
Schedule A     Gross Benefit Based on Service and Final Average Compensation (FAC)		1

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DEL MONTE CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

DEL MONTE CORPORATION, a Delaware corporation, adopted the “Supplemental Executive Retirement Plan for Former Employees of the Heinz Group” (the “Heinz Plan”), effective as of December 20, 2002, in order to compensate eligible executive employees for retirement benefits which cannot be paid under the Corporation’s qualified plans because of statutory limitations and to aid in the retention of such employees and to comply with the terms of the Agreement and Plan of Merger dated as of June 12, 2002, among H. J. Heinz Company, Del Monte Foods Company, SKF Foods Inc. and the Corporation. Effective as of January 1, 2005, Del Monte Corporation has amended and restated the Heinz Plan, re-named the Heinz Plan as the “Del Monte Corporation Supplemental Executive Retirement Plan” (the “Plan”), expanded the group of eligible employees and adjusted for offsets for other benefits paid. Effective as of June 1, 2006, Del Monte Corporation has amended and restated the Plan to allow participation by otherwise eligible individuals who are employed by subsidiaries of the Corporation, clarify the definition of “service,” and eliminate the December 20, 2007 vesting requirement for employees who are terminated without cause in connection with the Transformation Plan announced by Del Monte Foods Company on June 22, 2006.

The Plan is intended to be “unfunded” and maintained “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” for purposes of ERISA. Accordingly, the Plan is not intended to be covered by Parts 2 through 4 of Subtitle B of Title I of ERISA. The existence of any trust fund as may be established from time to time is not intended to change this characterization of the Plan.

Compliance

This Plan is intended to comply with the American Jobs Creation Act of 2004 and new Internal Revenue Code Section 409A and the regulations and guidance thereunder from and after January 1, 2005. This Plan was operated in good faith compliance in 2005, 2006, 2007 and 2008 in compliance with Notice 2005-1 and subsequent notices of transition relief under Code Section 409A. This Plan is amended and restated as of January 1, 2009.

ARTICLE 1

Definitions

Unless otherwise required by the context, capitalized terms used herein shall have the meanings set forth in this Article 1. Any capitalized term not specifically defined herein shall have the meaning set forth in the PRA.

Section 1.1. Actively Employed shall mean an Employee on the Corporation’s active payroll, including Employees on approved leaves of absence, who have not had a Termination of Employment.

Section 1.2. Actuarial Equivalent Value shall mean a benefit or amount of equivalent value determined as follows:

(a) For the purpose of converting an annuity in one form to any other form of annuity, an interest rate of 8 % and the UP-84 Mortality Table is used.

(b) For the purpose of determining a lump sum present value of an annuity benefit or other lump sum amount:

(i) The lump sum present value of a Participant’s benefit based on his PRA Credit Balance or other cash balance pension plan is an amount equal to the Credit Balance (or cash balance plan account balance) as of the Valuation Date for such date, and if such date is not the same date as used under this Plan, increased as described in Section 3.1(b)(ii) for each month from such date to the determination date under this Plan.

(ii) The lump sum present value of a Participant’s defined contribution plan benefit is the account balance as of the determination date for purposes of determining the benefit under this Plan or, if frozen or otherwise determined prior to such date, the account balance as of such date increased as described in Section 3.1(b)(ii) to the Plan.

(iii) The lump sum present value of an annuity is an amount equal to the lump sum present value of the benefit expressed as an Actuarially Equivalent Single Life Annuity payable at Normal Retirement Date and present valued using the Section 417 Rate and Applicable Mortality Table determined for the first day of the Plan Year in which the determination date for this Plan occurs.

(c) For all other purposes and where not specifically provided otherwise, an interest rate of 8% and the UP-84 Mortality Table are used.

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Section 1.3. Additional Benefits Plan shall mean the Del Monte Corporation Additional Benefits Plan, as amended from time to time, or any successor plan thereto with respect to any benefit under that plan based on a defined benefit plan formula. Effective as of January 1, 2005, the Del Monte Corporation Supplemental Benefits Plan was merged into the Additional Benefits Plan so that all excess benefits would be paid from a single plan. The time and form of benefits provided under the Additional Benefits Plan are the same as provided under this Plan.

Section 1.4. Affiliate shall mean as of any date, (i) the Corporation, and (ii) any company, person or organization which, on such date, (A) is a member of the same controlled group of corporations (within the meaning of Code §414(b)) as is the Corporation; (B) is a trade or business (whether or not incorporated) which controls, is controlled by or is under common control with [within the meaning of Code §414(c)] the Corporation; (C) is a member of an affiliated service group [as defined in Code §414(m)] which includes the Corporation; or (D) is required to be aggregated with the Corporation pursuant to regulations promulgated under Code §414 (0).

Section 1.5. Annuity Starting Date shall mean the first day of the month following the Participant’s death or Termination of Employment.

Section 1.6. Applicable Mortality Table shall mean the mortality table prescribed in Rev. Rul. 2001-62

Section 1.7. Beneficiary shall mean the person or persons designated by the Participant to receive any death benefit paid under Section 3.1(c) of the Plan as set forth on a form filed with the Plan Administrator or, in the absence of such form, the Participant’s Beneficiary designated under PRA or, in the absence of a PRA Beneficiary, the Beneficiary designated under the Participant’s Del Monte life insurance beneficiary form or, in the absence of a life insurance Beneficiary, pursuant to the descent and distribution laws of the Participant’s state of residence.

Section 1.8. Board shall mean the Board of Directors of the Corporation or its duly appointed delegate or delegates.

Section 1.9. Cause shall mean

(a) (i) the same definition for “Cause” set forth in any employment agreement between the Participant and the Corporation in effect when the event(s) occur, or, in the absence of such an employment agreement, any of the following: (ii) any act of theft, misappropriation, embezzlement, intentional fraud or similar conduct by the Participant involving the Corporation or any Affiliate; (iii) the conviction or the plea of nolo contendere or the equivalent in respect of a felony involving an act of dishonesty, moral turpitude, deceit or fraud by the Participant; (iv) any damage of a material nature to the business or property of the Corporation or any Affiliate caused by the Participant’s willful or grossly negligent conduct; or (v) the Participant’s failure to act in accordance with any specific lawful instructions given to Participant in connection with the performance of his duties for the Corporation or any Affiliate.

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(b) Participant shall be deemed to have been terminated for Cause (i) on the date and as determined by the Board, if Participant is employed by the Corporation pursuant to a written employment agreement, or (ii) on the date and as determined by the Plan Administrator for all other Participants. The designation of termination for Cause by the Plan Administrator under this Plan shall not be used for any other purpose and shall not be used against either the Corporation or any Participant.

Section 1.10. Claimant shall have the definition set forth in Article 7.

Section 1.11. Code shall mean the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended from time to time.

Section 1.12. Committee shall mean the Corporation’s “Del Monte Corporation Compensation and Employee Benefits Committee of the Board of Directors.”

Section 1.13. Compensation shall mean:

(a) “Compensation” includes basic salary, overtime, shift differential, commissions, sales bonuses paid in cash, plus amounts deferred under qualified cash or deferred arrangements, such as before-tax contributions to plans sponsored by the Employer through employee benefit plans maintained under Code Sections 401(k) and 125. Compensation does not include awards under the Employer’s long term incentive or commendation award program plans, any amounts realized on account of the award, exercise or sale of Del Monte Foods Company stock or its equivalent under Employer compensation or incentive programs involving a stock-related award; Employer contributions (other than contributions on account of employee elections to defer salary under Code Sections 401(k) or 125 or 132(f)) under any employee benefit plan, including any savings plan, bonus or other awards payment of which has been deferred, severance payments unless made in the form of salary continuation and prior to the date of termination of employment, moving expenses, housing differential, lump sum vacation payments in lieu of taking vacation, and any amounts of additional W-2 income representing taxable employee benefits and corresponding Employer payments of additional withholding on taxable employee benefits (commonly referred to as “grossed up compensation”). Compensation is adjusted as described in subsections (b), (c) and (d) below. For a Participant who participated in the Heinz Participant Preservation Arrangement, Compensation prior to December 20, 2002 is maintained for the applicable Participant on a schedule maintained by the Plan Administrator.

(b) Compensation shall include any amounts excluded under the PRA by reason of Code sections 401(a)(17) and 415.

(c) For any Annual Incentive Plan bonus awarded to a Participant, whether the amount is paid in cash or deferred, Compensation shall include such amount in the Plan Year that awards are paid generally to employees who have not deferred any bonus amount.

(d) Compensation shall not include any amount of compensation, paid or deferred, attributable to fringe benefits (including, without limitation, car allowances and the value of any insurance benefit), perquisites, sign-on bonuses, or other special type of bonus.

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Section 1.14. Compensation Credits shall mean Compensation, but excluding amounts described in Section 1.13(b) and (c), of the Participant for a calendar month multiplied by the Accruing Factor. The Accruing Factor is a percentage of monthly Compensation as follows:

Participant Age	% of Monthly Compensation
Below age 30	3	%
At least 30 but below 35	4	%
At least 35 but below 40	5	%
At least 40 but below 45	6	%
At least 45 but below 50	8	%
At least 50 but below 55	10	%
At least 55 but below 60	11	%
At least 60 but below 65	12	%
Age 65 and over	13	%

(a) Participant Age is attained age as of the end of the calendar month.

(b) The Compensation Credit is rounded to the nearest whole cent.

Section 1.15. Corporation shall mean Del Monte Corporation, a Delaware corporation, or any successor thereto.

Section 1.16. Del Monte Foods Company shall mean Del Monte Foods Company, a Delaware corporation.

Section 1.17. Effective Date shall mean the effective date of this amendment and restatement, January 1, 2009.

Section 1.18. EBC shall mean the Del Monte Corporation Employee Benefits Committee.

Section 1.19. Employer shall mean the Corporation and any Affiliate of the Corporation.

Section 1.20. Excess Plan shall mean the Corporation’s “Del Monte Corporation Employees Retirement and Savings Excess Plan,” as amended from time to time, under which an account is maintained for certain Participants which was frozen, other than for earnings, from and after December 31, 2004.

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Section 1.21. Final Average Compensation shall mean the average annual Compensation of a Participant during the five (5) highest compensated years of the Participant’s last ten (10) years of Service, or of the Participant’s entire Service if Service is less than five (5) years. If a Participant has five (5) or more, but fewer than ten (10) years of Service, the five (5) highest compensated years of the Participant’s entire period of Service shall be used. To the extent needed to determine the five (5) highest compensated years, Compensation determined in the Heinz Participant Preservation Arrangement may be used. Annual Compensation shall be determined on the basis of a calendar year.

Section 1.22. Gross Benefit shall have the definition set forth in Article 3, Section 3.1.

Section 1.23. Heinz Participant shall mean an employee who was a participant in the Plan immediately prior to December 20, 2002 and is identified on a list maintained by the Committee.

Section 1.24. Heinz Participant Preservation Arrangement shall mean the data maintained by the Plan Administrator with respect to eligible employees who were participants in the Plan immediately prior to the December 20, 2002 original effective date of the Plan and their compensation with respect to this Plan for periods prior to December 20, 2002.

Section 1.25. Interest Factor shall mean, for a given month from and after June 1, 2001, the sum of (i) the annual rate of the 6-month Treasury bill for that given month, plus (ii) 1.5%, that sum (iii) divided by 12 to produce a monthly rate as of the first day of such given month; provided that for each Plan Year the effective annual rate for that Plan Year shall not be less than 4.5%. The 6-month Treasury bill rate for a given calendar month will be determined based on the rate published in the Federal Reserve Bulletin H.15 in the immediately preceding month as the rate for 6-month Treasury bills for the second preceding month.

Section 1.26. Net Benefit shall have the definition set forth in Article 3, Section 3.1.

Section 1.27. Participant shall have the definition set forth in Article 2.

Section 1.28. Plan shall mean the “Del Monte Corporation Supplemental Executive Retirement Plan”, formerly known as the “Del Monte Corporation Supplemental Executive Retirement Plan for Former Employees of the Heinz Group”, as set forth herein and as amended from time to time.

Section 1.29. Plan A shall mean the “Employees’ Retirement System of H. J. Heinz Company (“Plan A”) for Salaried Employees,” as in effect immediately prior to December 20, 2002, as sponsored by H. J. Heinz Company.

Section 1.30. Plan Administrator shall have the definition set forth in Article 4.

Section 1.31. Plan Year shall mean a calendar year.

Section 1.32. PRA shall mean the “Del Monte Corporation Retirement Plan for Salaried Employees,” as in effect from time to time.

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Section 1.33. Retirement Contribution Account shall mean the separate Retirement Contribution Account maintained under the Del Monte Savings Plan as of December 31, 2004 with respect to profit sharing contributions and which includes the Retirement Savings Account for any Participant which was transferred from the “H. J. Heinz Company Employees Retirement and Savings Plan” to the Del Monte Savings Plan on or about February 2004.

Section 1.34. Section 417 Rate shall mean the annual interest rate on 30-year Treasury securities (constant maturities) applicable for the month containing the Annuity Starting Date (or for any other month, as applicable) as specified by the Internal Revenue Service in revenue rulings, notices or other guidance published in the Internal Revenue Bulletin for the second month preceding the month for which the Annuity Starting Date or other date is determined.

Section 1.35. Service shall mean the Period of Service under PRA for vesting purposes and the years of service identified for any Participant listed in the Heinz Participant Preservation Arrangement but only to the extent not included in the Period of Service under PRA; provided, that Service shall not include any Period of Severance nor any Period of Service that is recognized by PRA for vesting purposes as past service credit with an non-affiliated employer or predecessor employer (“Prior Employer”) unless liabilities for such service from the Prior Employer’s qualified plan have been transferred to PRA or another pension plan of the Corporation and there is a reduction under Section 3.1(b)(vi) of this Plan on account of such liability; provided that no such service shall be credited under this Plan until the Participant has completed three (3) Years of Service with the Employer at the Vice President grade or higher, without regard to any service with a Prior Employer or the Employer.

Section 1.36. Specified Employee means a Participant who is a “key employee” as defined for purposes of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code), of the Corporation or its Affiliates. If a person is a Specified Employee as of December 31 of the preceding Plan Year, he or she is treated as a Specified Employee for the 12-month period beginning on April 1 of the Plan Year. For purposes of this Section 1.36, the term “compensation” will be defined in accordance with Code Reg. §1.409A-1(i)(2), applied on a consistent basis for each period. Whether an individual is a Specified Employee will be determined in accordance with the requirements of Code Section 409A and the final regulations issued thereunder and is only applicable for period when the Corporation or any Affiliate has stock that is publicly traded on an established securities market or otherwise in accordance with Code Reg. § 1.409A-1(i).

Section 1.37. Termination of Employment shall mean the ceasing of employment with the Corporation and any Affiliate, voluntarily or involuntarily, for any reason and shall be a separation from service within the meaning of Code Reg. § 1.409A-1(h). Termination of Employment includes death, except as otherwise provided herein.

ARTICLE 2

Participation and Eligibility for Benefits

Section 2.1. Participation. Participants in this Plan are those individuals Actively Employed by the Corporation, and any Employer other than the Corporation with the consent of the Committee, at Grade level 40 and above, as well as those Employees participating in this Plan immediately prior to the Effective Date, as identified in the Heinz Participation Preservation Arrangement.

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Section 2.2. Eligibility for Benefits.

(a) A Participant who ceases to be employed by the Employer shall be entitled to the benefits under the Plan described in Article 3 if the following conditions have been met as of the date of Termination of Employment:

(i) attainment of his or her 55^th birthday, and

(ii) completion of five (5) years of Service, and

(iii) for any Participant who is not a Heinz Participant and who has a Termination of Employment after December 31, 2007, has completed at least three (3) years of Service with the Employer at a Vice President or higher grade.

(b) Notwithstanding the foregoing, if a Participant has a Termination of Employment for Cause, the Participant shall forfeit any benefit under this Plan.

Section 2.3. Death. If a Participant dies while Actively Employed by the Employer (or after Termination of Employment other than on account of death and before payment has been made pursuant to Section 3.2) and after meeting the age and service requirements for a retirement benefit under Section 2.2, a benefit shall be payable to the Participant’s surviving Beneficiary as provided in Section 3.1(d).

ARTICLE 3

Benefits

Section 3.1. Amount of Benefits. The amount of benefits payable under the Plan to a Participant who is eligible under Section 2.2 shall be as follows:

(a) A lump sum amount determined as of the Participant’s Termination of Employment equal to Final Average Compensation times the multiple based on the Participant’s Service at Termination of Employment to the nearest whole year determined according to the table set forth in Schedule A (the “Gross Benefit”), reduced by the amounts under section (b) and offset by the amounts determined under section (c) below, to produce the benefit payable (the “Net Benefit”).

(b) The Gross Benefit amount of a Participant shall be reduced by each one of the following amounts applicable to a Participant, each expressed as a lump sum amount payable at the Participant’s Termination of Employment, determined as follows:

(i) the frozen accrued benefit payable to the Participant under Plan A, as set forth on a list maintained by the Plan Administrator, and as adjusted in accordance with the factors on Schedule B as equivalent to a lump sum payment as of the Participant’s date of Termination of Employment;

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(ii) the amount of Participant’s Retirement Contribution Account as of December 31, 2004, as set forth on a list maintained by the Plan Administrator, and increased monthly by interest credits that equals the account balance determined under this subsection 3.1(b)(ii) as of the last day of the immediately preceding calendar month multiplied by the Interest Factor, where interest credits are applied from January 1, 2005 until the date of Termination of Employment;

(iii) the Participant’s Credit Balance in the PRA as of December 31, 2008 increased monthly by interest credits that equal the account balance determined under this subsection 3.1(b)(iii) as of the last day of the immediately preceding calendar month multiplied by the Interest Factor where interest credits are applied from January 1, 2009 until the Date of Termination of Employment plus increased monthly by Compensation Credits, if any, for each month from January 1, 2009 until the Date of Termination of Employment;

(iv) the Actuarial Equivalent lump sum amount equal to the accrued benefit or account balance of the Participant upon the closing of any acquisition of any business or assets, as designated by the Plan Administrator, where the Employer or any Affiliate assumes such benefit or account balance (whether or not qualified under Code Section 401, domestic or foreign) but only to the extent that there is a corresponding past service credit under PRA and only if approved by the Committee as consistent with the acquisition, with interest from the closing date to the date of Termination of Employment in the manner determined in Section 3.1(b)(ii).

(c) The Gross Benefit, after reduction under (b) above, of a Participant shall be offset by one or more of the following amounts from a nonqualified plan of the Corporation providing a benefit payable at the same time and same form as under this Plan, as reported under that plan, determined as an Actuarial Equivalent lump sum amount payable at the Participant’s Termination of Employment determined as follows:

(i) the account balance payable to the Participant under Section 3.2(b) of the Additional Benefits Plan as of the date of Termination of Employment; and

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(ii) the account balance, if any, payable to the Participant under the Excess Plan as of the date of Termination of Employment; and

(iii) the lump sum amount of any protected benefit determined under Section 9.2(b) of the Additional Benefits Plan as of the date of Termination of Employment.

(d) If a Participant dies while Actively Employed (or after Termination of Employment and before payment has been made pursuant to Section 3.2) and the Participant would have been entitled to a Net Benefit described in subsections (a) – (c) above if the Participant had a Termination of Employment as of the date of death, the deceased Participant’s surviving Beneficiary shall receive a lump sum payment equal to 85% of the Participant’s Net Benefit and payable on the thirtieth (30^th) day following the date of death. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d). To the extent permitted, this benefit shall be considered to be a death benefit within the meaning of Treas. Reg. § 1.409A-1(b)(5).

(e) In determining the Net Benefit amount for any Participant, if the benefit amount under subsection 3.1(c), or 3.1(b)(iii) with respect to periods prior to December 31, 2008, at termination of employment is determined based on a benefit that has been reduced or offset prior to the date of termination of employment on account of (i) the assignment of any benefit under a qualified domestic relations order (“QDRO”), (ii) an in-service distribution, or (iii) a prior distribution, the benefit under subsections 3.1(c) or (b), as applicable, at termination of employment will be increased on an Actuarial Equivalent basis to take into account the prior QDRO or distribution before being applied to reduce the Gross Benefit under Section 3.1(b) and (c).

Section 3.2. Payment of Benefits. The Plan benefit payable to a Participant under Section 3.1, shall be paid in a cash lump sum in the seventh (7^th) full calendar month following the Participant’s Termination of Employment other than for death. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

Section 3.3. Benefits in Cases of Reemployment. The Plan benefit payable upon Termination of Employment to a Participant who was reemployed after having received a lump sum payment under the Plan upon a previous Termination of Employment shall be the amount otherwise determined under Section 3.1 reduced by the amount of the previous payment increased by interest credits determined in the same manner as under Section 3.1(b)(ii) from the date of the prior payment through the subsequent Termination of Employment, but not reduced to less than zero.

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ARTICLE 4

Administration and Authority

Section 4.1. Corporation and Board of Directors.

(a) General Responsibilities: The Corporation, as Plan Sponsor acting by its Board, shall have the following authority and responsibilities:

(i) to establish, amend and modify the Plan and its plan design;

(ii) to terminate the Plan, in whole or in part;

(iii) to merge, spin-off, or otherwise combine the Plan with any other plan of the Corporation and its Affiliated Companies or in connection with any acquisition or disposition of Corporation business, to the extent permitted by law;

(iv) to determine the amount, level and timing of Corporation contributions to the Plan, if any; and

(v) to exercise all other authority and responsibility of a plan sponsor generally.

(b) Other Responsibilities. The Corporation, acting by its Board of Directors, also has the following responsibility with respect to the Plan to appoint the members of the Committee and to monitor its performance.

(c) Authority of Participating Companies. Notwithstanding anything herein to the contrary, and in addition to the authority and responsibilities specifically given to the Participating Companies in the Plan, the Corporation, in its sole discretion, may grant the Participating Companies such authority and charge them with such responsibilities as the Corporation deems appropriate.

Section 4.2. Committee; Organization.

(a) The Committee shall conduct its business for the Plan in accordance with rules and procedures it has established and in accordance with the directions of the Board of Directors. Its members shall serve as such without compensation.

(b) In addition to those powers set forth elsewhere in the Plan, the Committee may appoint such agents, who need not be members of such Committee, as it may deem necessary for the effective performance of its duties and may delegate to such agents such of its powers and duties, whether ministerial or interpretive, as the Committee may deem expedient or appropriate. The compensation of such agents who are not full-time employees of a Participating Company shall be fixed by the Committee. Any such person may resign by delivering a written resignation to the Board or will be deemed to have resigned upon Termination of Employment with all Participating Companies or upon transfer to a position which has no relation to the responsibilities and duties delegated by the Board. Vacancies created by any reason may be filled by the appropriate Board or the assigned responsibilities may be reabsorbed or redelegated by the Board.

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Section 4.3. Powers and Responsibility. This Plan shall be administered by the Committee. The Committee shall also have the discretion and authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan, consistent with the Committee’s Charter. The EBC shall have the authority to make any legal or administrative amendments to the Plan consistent with the EBC Charter. Any member of the Committee, or as applicable of the EBC, must recuse himself or herself on any matter regarding the disposition of their own claim or appeal under the Plan that comes before the Committee or the EBC. The Committee shall have the following duties and responsibilities, without limiting such duties and responsibilities under Section 3(16) of ERISA, with respect to the Plan as a “Benefit Plan”, which includes all qualified and non-qualified employee benefit plans and welfare benefit plans of the Corporation:

(a) to act as the Plan Administrator, as defined by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for each Benefit Plan and, as such, to be the named fiduciary for each ERISA plan;

(b) to amend or modify any Benefit Plan or to undertake any correction of terms or actions regarding a Benefit Plan that may not have been in compliance, to bring the Benefit Plan into compliance with applicable law, including statutes, regulations, administrative pronouncements or judicial decisions;

(c) to cause the filing of all tax returns and other filings required by any government agency with respect to each Benefit Plan, to cause any communications to participants and beneficiaries required by law to be made, to cause applicable fiduciary bonding to be obtained, and to direct legal compliance of each Benefit Plan generally;

(d) to determine the eligibility for and benefits delivered under each Benefit Plan, and in connection therewith, to interpret the terms of each Benefit Plan, and to establish, revise and monitor procedures for determination of claims for benefits, and to make the final decision under any such claims procedure, unless otherwise duly delegated to another person or body;

(e) to engage service providers for any Benefit Plan, including, actuaries, accountants, insurance carriers, recordkeepers, third party administrators, consultants and other professionals;

(f) to modify, amend, terminate, merge or otherwise administer any Benefit Plan to comply with and carry out the terms and conditions of any written contract or agreement of sale or acquisition, duly authorized by the Board, of the Corporation or any subsidiary, division, line of business or other portion of the assets of the Corporation;

(g) to implement any decision of the Board to establish, modify or amend any Benefit Plan;

(h) to implement any decision of the Board to merge or transfer assets and liabilities with any other existing or newly established Corporation-sponsored Benefit Plan;

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(i) to implement any decision of the Board to terminate any Benefit Plan, in whole or in part;

(j) to cause the appropriate data to be maintained with respect to each Benefit Plan and to cause such data to be provided to and obtained from each administrator, recordkeeper, service provider, trustee or other party administering such Benefit Plan;

(k) to advise the Board with respect to changes in the Benefit Plans, establishment of any new Benefit Plan, decreases or increases to benefits, including the overall level of coverage or benefits, the benefit forms or options, the level of participant contribution rates, the Corporation’s contributions or funding for any Benefit Plan, as necessary or appropriate;

(l) to report periodically to, and as requested by, the Board with respect to significant developments concerning the Benefit Plans and employee benefits generally;

(m) to act as the named investment fiduciary for each of the Benefit Plans for which some or all of the benefit obligation is funded through a trust or other investment vehicle separate from the general assets of the Corporation (the “Funded Plans”) and to appoint investment managers for the Funded Plans, as appropriate;

(n) to establish investment guidelines for any Funded Plans consistent with the legal responsibilities under ERISA, including diversification of investments and, as appropriate, compliance with ERISA section 404(c) as amended and the investment options available to participants in a Benefit Plan;

(o) to monitor the performance of the trustee, investment managers and other investment fiduciaries of any Funded Plan;

(p) to adopt and change, as needed, actuarial assumptions and rates as may be required to determine benefits under any Benefit Plan;

(q) to delegate to the appropriate persons, committee, officer, manager or employee of the Corporation such of its duties and responsibilities as it may deem appropriate, including, authority for all routine, normal and administrative actions for each Benefit Plan, and any third party may rely on any certification of delegation issued by the Chairman or the Committee; and

(r) to take all other actions requested or directed by the Board in the furtherance of the duties and responsibilities delegated hereunder.

All interpretations, determinations and decisions of the Plan Administrator in respect of any matter hereunder shall be final, conclusive and binding upon all persons claiming an interest under the Plan, subject to the appeals process pursuant to Section 7.2, and further subject to any powers or authority reserved to the Committee hereunder. Benefits under this Plan will be paid only if the Plan Administrator decides in its sole discretion that the Claimant is entitled to them.

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Section 4.4. Expenses. The Corporation shall pay all expenses of administering the Plan.

Section 4.5. Indemnity of Committee. The Corporation shall jointly and severally indemnify and hold harmless the members of the Committee against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee or any of its members.

ARTICLE 5

Amendment and Termination

Section 5.1. Right to Terminate. The Board reserves the right to terminate the Plan at any time. The Board has the right to terminate or suspend any future benefit accrual. The Board in its sole discretion has the right to unilaterally terminate this Plan and provide for accelerated payment of benefits that may be vested hereunder to the extent permitted under Code Section 409A, including:

(a) within twelve (12) months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of:

(i) the calendar year in which the Plan terminates under this subsection;

(ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(iii) the first calendar year in which the payment is administratively practicable.

(b) within the thirty (30) days preceding or the twelve (12) months following a change in control event (as defined in Code Reg. Section 1.409A-3(i)(5)); provided that all substantially similar arrangements for the Participant are also terminated; or

(c) at any time if all arrangements that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) are terminated and liquidated and no payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within twelve (12) months of the termination and all payments are made within twenty-four (24) months of the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan (the “Termination Date”) and no new arrangement that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) is adopted within three (3) years following the Termination Date; or

(d) at such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

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Section 5.2. Amendment. The Board may, at any time, amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall be effective to decrease the vested portion of a Participant’s accrued benefit, calculated as though the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification. In addition, no amendment or modification of the Plan shall affect the right of any Participant or Beneficiary who was eligible to or did have a Termination of Employment or incurred a Disability on or before the effective date of such amendment or modification to receive benefits in the manner designated.

ARTICLE 6

Miscellaneous

Section 6.1. Headings. The headings are for reference only. In the event of a conflict between a heading and the content of a Section, the content of the Section shall control.

Section 6.2. Unfunded Plan. The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Employer for payment of any benefits hereunder. The right of a Participant or a Beneficiary to receive a benefit hereunder shall be an unsecured claim against the general assets of the Employer, and neither the Participant nor a Beneficiary shall have any rights in or against any specific assets of the Employer. The Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA.

Section 6.3. Authorization for Trust. Notwithstanding Section 6.2, the Corporation may, but shall not be required to, establish one or more trusts, with such trustee as the Plan Administrator may approve, for the purpose of providing for the payment of Plan benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Employer’s creditors. To the extent any benefits under the Plan are actually paid from any such trust, the Employer shall have no further obligation with respect thereto, but to the extent not so paid, such amounts shall remain the obligation of, and shall be paid by, the Employer.

Section 6.4. No Employment Rights. Nothing contained in the Plan shall be construed as a contract of employment between the Employer and any Participant or as a right of any Participant to be continued in employment or as a limitation on the right of any Employer to terminate the employment of any Participant, at anytime, with or without Cause.

Section 6.5. Benefits Not Assignable or Transferable. No right or interest of any Participant in the Plan (or Beneficiary, if applicable) shall be assignable or transferable, or subject to any lien, in whole or in part, either directly or by operation of law, or otherwise including, without limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner. The Plan shall not be liable for, or be subject to, any obligation or liability of such Participant or Beneficiary.

Section 6.6. Laws Applicable. The Plan shall be governed by, and construed in accordance with, the laws of the state of California, to the extent not inconsistent with any applicable provision of ERISA.

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Section 6.7. FICA and Other Taxes. The Corporation shall withhold an amount equal to the federal, state and local income taxes and other amounts required by law to be withheld with respect to any amounts deferred or benefits received under this Plan. The Participant shall be responsible for the payment of any federal, state or local income or other taxes on account of the payment of any benefits under this Plan.

Section 6.8. Acceleration of Payment. Notwithstanding the provisions of the Plan to the contrary, the distribution of benefits under the Plan may be accelerated, in accordance with Code Section 409A and the rules and regulations thereunder, including, but not limited to, acceleration in connection with the following:

(a) Acceleration is permitted to make payment to an individual other than the Participant as necessary to comply with the provisions of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

(b) Acceleration is permitted to make payments as necessary to comply with the provisions of a certificate of divestiture (as defined in Code Section 1043(b)(2)).

(c) Acceleration is permitted to make payments of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2) on compensation deferred under the Plan, or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount, and the income tax withholding related to such amount.

(d) Upon a good faith, reasonable determination by the Corporation, upon advice of counsel, that the Plan fails to meet the requirements of Code Section 409A with respect to a Participant and the regulations thereunder, acceleration is permitted to make payments to the Participant not to exceed the amount required to be included in income as a result of any such failure.

Section 6.9. Special Rules for Delayed Payment.

(a) 162(m) Compliance. A payment may be delayed, to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Corporation’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m), in accordance with Code Reg. §1.409A-2(b)(7)(i).

(b) Legal Compliance. A payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; provided that the payment is made at the earliest date at which the Committee reasonably anticipates that making such payment will not cause such a violation of law. The making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

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(c) Delay for Specified Employees. If a Participant is a Specified Employee, as determined under Internal Revenue Code Section 409A(a)(2)(B)(i) with respect to the Corporation and its affiliates, and payment is made on account of the Participant’s Termination of Employment, no payment is made before a date that is six months after the date of such event unless a later payment date is specified under the Plan. Payments that would have been made during the six-month delay shall be accumulated and paid on the first business day of the seventh month after the date of such event. As permitted under Code Section 409A, this delay shall not apply to any payment under a domestic relations order or for payment of taxes or such other event as may be provided in regulation and guidance issued by the Internal Revenue Service.

(d) Other Delayed Payments. The Committee may direct the delay of any payment upon such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

ARTICLE 7

Claims Procedure

Section 7.1. Filing of a claim for benefits. If a Participant, Beneficiary or other person (the “Claimant”) believes that he or she is entitled to benefits under the Plan which are not paid to the Claimant or which are not being accrued for the Claimant’s benefit, he or she shall file a written claim for such benefit with the Plan Administrator. Any person acting as, or as part of, the Plan Administrator must recuse himself or herself on any matter regarding the disposition of their own claim or appeal under the Plan that comes before the Plan Administrator pursuant to this Article 7.

Section 7.2. Notification to claimant of decision. Within 90 days after receipt of a claim by the Plan Administrator (or within 180 days if special circumstances require an extension of time, as determined by the Plan Administrator in its sole discretion), the Plan Administrator shall notify the Claimant of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the Claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the Claimant, and shall set forth:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent provisions of the Plan on which the denial is based;

(c) a description of additional material or information necessary, if any, for the Claimant to perfect the claim; and

(d) an explanation of the procedure for review of the denial, and any further appeal process, and the time limits applicable thereto, including a statement regarding a Claimant’s right to bring a civil action under ERISA section 502(a).

16

Section 7.3. Appeal Process. Within 60 days following receipt by the Claimant of notice denying his or her claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the Claimant shall appeal denial of the claim by filing a written application for review with the Plan Administrator. Following such request for review, the Plan Administrator shall fully and fairly review the decision denying the claim. Prior to the decision of the Plan Administrator, the Claimant shall be provided, on request and free of charge, reasonable access to and copies of relevant documents and an opportunity to submit issues and comments in writing.

Section 7.4. Decision on Appeal. The decision on appeal of a claim denied in whole or in part by the Plan Administrator shall be made in the following manner. Within 60 days following receipt by the Plan Administrator of the request for review (or within 120 days if special circumstances require an extension of time, as determined by the Plan Administrator in its sole discretion), the Plan Administrator shall notify the Claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the Claimant, and shall provide the specific reason(s) for the denial and specific references to the pertinent Plan provisions on which the decision is based and provide that the Claimant is entitled, on request and free of charge, reasonable access to and copies of relevant documents. The appeal decision of the Plan Administrator shall be final and conclusive.

Section 7.5. Effect of Extensions. In the event that the Plan Administrator requests additional information necessary to determine the claim or appeal from a Claimant, the Claimant shall have at least 45 days in which to respond. The period for making a benefit determination or deciding an appeal, as the case may be, shall be tolled from the date of the notification to the Claimant of the request for additional information until the date the Claimant responds to such request or, if later, the expiration of the deadline provided by the Plan Administrator.

The above amended and restated Plan is hereby adopted and approved to be effective as of the Effective Date.

DEL MONTE CORPORATION
By:	/s/ Richard W. Muto
	Richard W. Muto Senior Vice President, Chief Human Resources Officer

Date of Signing: December 31, 2008

17

Schedule A

Gross Benefit Based on Service and Final Average Compensation (FAC)

Service to the Nearest Whole Year	Multiple of FAC
Less than 5 years	0
5 years	1.0
6	1.2
7	1.4
8	1.6
9	1.8
10	2.0
11	2.2
12	2.4
13	2.6
14	2.8
15	3.0
16	3.1
17	3.2
18	3.3
19	3.4
20	3.5
21	3.6
22	3.7
23	3.8
24	3.9
25	4.0
26	4.1
27	4.2
28	4.3
29	4.4
30	4.5
31	4.6
32	4.7
33	4.8
34	4.9
35	5.0 maximum

EX-10.5

Exhibit 10.5

AMENDMENT NO. 1

DEL MONTE FOODS COMPANY

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

(As amended and restated as of January 1, 2006)

The Del Monte Foods Company Non-Employee Director Deferred Compensation Plan, as amended and restated effective as of January 1, 2006 (the “Plan”) is hereby amended pursuant to Section 8.2 of the Plan effective as of January 1, 2008.

1.

Section 1.27 is amended by deleting the phrase “sudden and unexpected” in subsection (a).

2.

Section 2.3 is amended by adding at the end as follows:

The election for each Deferral Period becomes irrevocable at the close of business on December 31 of the Plan Year preceding the Plan Year in which the Deferral Period begins.

3.

Section 4.1 is amended by deleting the phrase “within thirty (30) days of” and replacing it with “on the thirtieth (30^th) day following”.

4.

Section 5.1 is amended by deleting the subsection and replacing it with the following:

In the case of Termination, the Participant shall receive a benefit equal to his or her Account Balance which shall be paid, or commence to be paid on the thirtieth (30^th) day after the date of Termination (the “Specified Date”) or a later date within the same taxable year of the Participant or, if later, by the fifteenth (15^th) day of the third calendar month following the Specified Date.

5.

Section 5.4 is amended by deleting the third sentence and replacing it with the following:

A Termination Benefit Payout Form that changes the form of payout on account of Termination other than death does not revoke the designation of payout on account of the Participant’s death, unless otherwise specifically so directed. Any revised Termination Benefit Payout Form does not revoke a prior Termination Benefit Payout Form until the revised Termination Benefit Form is effective under the terms of the Plan; provided that no Termination Benefit Payout Form is irrevocable until twelve (12) months prior to the Participant’s date of Termination and any Termination Benefit Payout Form submitted after the date a change becomes irrevocable will be null and void under the Plan.

6.

Section 8.1.3 is amended by deleting the phrase “five (5) years” and replacing it with “three (3) years”.

7.

Except as specifically amended herein, the terms of the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, Del Monte Foods Company has caused this Amendment No. 1 to be adopted by the Board of Directors and executed by its duly designated officer.

DEL MONTE FOODS COMPANY
By:	/s/ Richard W. Muto
	Richard W. Muto Senior Vice President, Chief Human Resources Officer

Date of Signing: December 31, 2008

2

EX-31.1

Exhibit 31.1

Certification

I, Richard G. Wolford, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Del Monte Foods Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2009	/s/ RICHARD G. WOLFORD
	Richard G. Wolford
	Chairman of the Board, President and Chief Executive Officer; Director

EX-31.2

Exhibit 31.2

Certification

I, David L. Meyers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Del Monte Foods Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2009	/s/ DAVID L. MEYERS
	David L. Meyers
	Executive Vice President, Administration and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), the undersigned, in his capacity as the Chief Executive Officer of Del Monte Foods Company, hereby certifies that, to the best of his knowledge:

1. The quarterly report of Del Monte Foods Company on Form 10-Q for the period ended January 25, 2009, to which this certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Del Monte Foods Company at the end of and for the period covered by the Periodic Report.

Date: March 3, 2009

/s/ RICHARD G. WOLFORD

Richard G. Wolford

Chairman of the Board, President and

Chief Executive Officer; Director

This certification accompanies and is being “furnished” with this Periodic Report, shall not be deemed “filed” by Del Monte Foods Company (the “Company”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Periodic Report, irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to Del Monte Foods Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification

Pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), the undersigned, in his capacity as the Chief Financial Officer of Del Monte Foods Company, hereby certifies that, to the best of his knowledge:

1. The quarterly report of Del Monte Foods Company on Form 10-Q for the period ended January 25, 2009, to which this certification is attached as Exhibit 32.2 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Del Monte Foods Company at the end of and for the period covered by the Periodic Report.

Date: March 3, 2009

/s/ DAVID L. MEYERS

David L. Meyers

Executive Vice President, Administration and

Chief Financial Officer

This certification accompanies and is being “furnished” with this Periodic Report, shall not be deemed “filed” by Del Monte Foods Company (the “Company”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Periodic Report, irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to Del Monte Foods Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.