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CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Del Monte Corporation Supplemental Executive Retirement Plan (Second Restatement). On September 22, 2004, the Compensation and Benefits Committee of the Board of Directors of Del Monte Corporation (“Corporation”), a wholly-owned subsidiary of Del Monte Foods Company (“Company”) approved the Del Monte Corporation Supplemental Executive Retirement Plan (Second Restatement), effective January 1, 2005 (the “Plan”), for employees at the level of vice president and above and, as required under the terms of the Agreement and Plan of Merger dated as of June 12, 2002, among H. J. Heinz Company, SKF Foods Inc., the Company and the Corporation, for certain employees of the former business units of H. J. Heinz Company acquired by the Company (“Heinz Participants”). This Plan amends, restates, and re-names the Supplemental Executive Retirement Plan for Former Employees of the Heinz Group, under which only the Heinz Participants were eligible for benefits. As amended, all of the Company’s executive officers, including its named executive officers who are currently employees, are participants under the Plan. Two of the Company’s executive officers, Todd R. Lachman and Donald J. Binotto (neither of whom is currently a “named executive officer” of the Company), are Heinz Participants.

The Plan is a nonqualified defined benefit plan. On termination of employment after attaining age 55 and at least 5 years of service, a participant is paid a lump sum equal to a multiple (1 to 5) of final average compensation (which, for purposes of the Plan, is the average of the highest 5 years of the last 10 years). The multiple paid is based on years of service with the 1x multiple associated with 5 years of service and the 5x multiple associated with 35 or more years of service. The Plan benefit shall be reduced on a dollar-for-dollar basis by any benefits payable to the employee under the Corporation’s qualified plan and other nonqualified plans. Participants, other than Heinz Participants, are not entitled to a benefit prior to December 20, 2007 unless a Change of Control occurs and the employee is terminated within 2 years after the Change of Control. Upon death while actively employed but after qualifying for a benefit, a benefit of 85% of the benefit that would otherwise be payable is paid to a designated beneficiary. The foregoing summary of the terms of the Plan is qualified in its entirety by reference to Exhibit 10.1 hereto.

Form of Del Monte Foods Company Stand-Alone Stock Appreciation Right Agreement. On September 22, 2004, the Compensation Committee of the Del Monte Foods Company Board of Directors approved the grant of stock appreciation rights settled in stock (SARs) under the Company’s 2002 Stock Incentive Plan (“Incentive Plan”) for Company vice presidents and above, as well as other key employees. Each of the Company’s named executive officers received a grant. The SARs consist of the right to receive shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), in an amount whose Fair Market Value (as defined in the Incentive Plan) is equal, with respect to the number of shares granted, to the excess of (i) Fair Market Value of Common Stock on the date or dates upon which the SAR, or any portion thereof, is converted into Common Stock, over (ii) the Conversion Price. The SARs shall be issued pursuant to the form of a Stand-Alone Stock Appreciation Right Agreement included as Exhibit 10.2 hereto, have a conversion price at 100% of fair market value on the date of grant, vest over four years (25% per year), and expire ten years after the date of grant. The Company has not

previously issued SARs under the Incentive Plan and accordingly the form of the Stand-Alone Stock Appreciation Right Agreement has not been previously filed. The foregoing summary of the terms of the Stand-Alone Stock Appreciation Right Agreement is qualified in its entirety by reference to Exhibit 10.2 hereto.

Del Monte Foods Company Annual Incentive Plan Fiscal 2005 Targeted Percentage and Weighting of Objectives for Certain Executive Officers as Approved by the Compensation Committee on September 22, 2004. The Annual Incentive Plan provides annual cash bonuses to certain management employees, including the named executive officers. The target bonus for each eligible employee is based on a percentage of such employee’s fiscal year earnings (“Target Bonus”). The terms of the Annual Incentive Plan are discussed in greater detail in the Company’s proxy statement relating to its 2004 Annual Meeting of Stockholders filed with the Securities and Exchange Commission. On September 22, 2004, the Compensation Committee revised the Target Bonuses for Fiscal Year 2005 for one of the Company’s named executive officers and for the executive officer whom the Company anticipates will be added to the Company’s named executive officers next year. Specifically, the Compensation Committee approved a seventy percent (70%) Target Bonus for Nils Lommerin, Executive Vice President, Operations, and a seventy percent (70%) Target Bonus for Todd Lachman, Executive Vice President, Del Monte Foods, for Fiscal Year 2005.


Exhibit		Description

10.1		Del Monte Corporation Supplemental Executive Retirement Plan (Second Restatement), Effective January 1, 2005 (formerly the Supplemental Executive Retirement Plan for Former Employees of the Heinz Group, effective as of December 20, 2002) **

10.2		Form of Del Monte Foods Company Stand-Alone Stock Appreciation Right Agreement, adopted as of September 22, 2004 **

10.3		Del Monte Foods Company Annual Incentive Plan Fiscal 2005 Targeted Percentage and Weighting of Objectives for Certain Executive Officers as Approved by the Compensation Committee on September 22, 2004 **

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit		Description

10.1		Del Monte Corporation Supplemental Executive Retirement Plan (Second Restatement), Effective January 1, 2005 (formerly the Supplemental Executive Retirement Plan for Former Employees of the Heinz Group, effective as of December 20, 2002) **

10.2		Form of Del Monte Foods Company Stand-Alone Stock Appreciation Right Agreement, adopted as of September 22, 2004 **

10.3		Del Monte Foods Company Annual Incentive Plan Fiscal 2005 Targeted Percentage and Weighting of Objectives for Certain Executive Officers as Approved by the Compensation Committee on September 22, 2004 **


	Page

ARTICLE 1 Definitions		2
Section 1.1. Actively Employed		2
Section 1.2. Actuarial Equivalent Value		2
Section 1.3. Additional Benefits Plan		2
Section 1.4. Affiliate		2
Section 1.5. Beneficiary		2
Section 1.6. Board		2
Section 1.7. Cause		2
Section 1.8. Change of Control		3
Section 1.9. Claimant		3
Section 1.10. Code		3
Section 1.11. Committee		3
Section 1.12. Compensation		3
Section 1.13. Corporation		3
Section 1.14. Del Monte Foods Company		4
Section 1.15. Effective Date		4
Section 1.16. Employer		4
Section 1.17. Excess Plan		4
Section 1.18. Final Average Compensation		4
Section 1.19. Gross Benefit		4
Section 1.20. Heinz Participant Preservation Arrangement		4
Section 1.21. Net Benefit		4
Section 1.22. Participant		4
Section 1.23. Plan		4
Section 1.24. Plan A		4
Section 1.25. Plan Administrator		4
Section 1.26. Plan Year		4
Section 1.27. PRA		4
Section 1.28. Retirement Contribution Account		5
Section 1.29. Service		5
Section 1.30. Supplemental Benefits Plan		5
ARTICLE 2 Participation and Eligibility for Benefits		5
Section 2.1. Participation		5
Section 2.2. Eligibility for Benefits		5
Section 2.3. Death		5
ARTICLE 3 Benefits		6
Section 3.1. Amount of Benefits		6
Section 3.2. Payment of Benefits		7
Section 3.3. Benefits in Cases of Reemployment		7
ARTICLE 4 Administration and Authority		7
Section 4.1. Plan Administrator		7
Section 4.2. Powers		7


Section 4.3. Expenses			8
ARTICLE 5 Amendment and Termination			8
Section 5.1. Right to Amend or Terminate			8
ARTICLE 6 Miscellaneous			8
Section 6.1. Headings			8
Section 6.2. Unfunded Plan			8
Section 6.3. Authorization for Trust			8
Section 6.4. No Employment Rights			9
Section 6.5. Benefits Not Assignable or Transferable			9
Section 6.6. Laws Applicable			9
ARTICLE 7 Claims Procedure			9
Section 7.1. Filing of a claim for benefits			9
Section 7.2. Notification to claimant of decision			9
Section 7.3. Appeal Process			10
Section 7.4. Decision on Appeal			10
Section 7.5. Effect of Extensions			10
ScheduleA Gross Benefit Based on Service and Final Average Compensation (FAC)			i

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 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 eligible employees and adjusted for offsets for other benefits paid.

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.

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.

Section 1.2. Actuarial Equivalent Value. shall mean the lump sum value of any annuity benefit or the amount of an account balance of any account balanced based plan. The lump sum value for a benefit under Plan A, the PRA, the Additional Benefits Plan or the Supplemental Benefit Plan is determined using the applicable plan’s factors to determine a lump sum, and with respect to any other annuity benefit for any other plan, using the factors to determine a lump sum under the PRA.

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.

Section 1.4. Affiliate. 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. 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 the 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 1.6. Board. shall mean the Board of Directors of the Corporation or its duly appointed delegate or delegates.

(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; (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.

(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 1.8. Change of Control. shall mean a “Change of Control” as defined in the Del Monte Foods Company 2002 Stock Incentive Plan.

Section 1.10. Code. shall mean the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended from time to time.

Section 1.11. Committee. shall mean the Corporation’s “Del Monte Corporation Employee Benefits Committee.”

(a) “Compensation” as defined in the PRA and adjusted as described in subsections (b), (c) and (d) below or, as applicable, the compensation as set forth in the Heinz Participant Preservation Arrangement for the applicable Participant.

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

(c) Unless already included, Compensation shall include the amount of any annual incentive award or bonus awarded to a Participant and included in the year of payment of such award or bonus, notwithstanding any deferral of such amount by the Participant.

(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.

Section 1.13. Corporation. shall mean Del Monte Corporation, a Delaware corporation, or any successor thereto.

Section 1.14. Del Monte Foods Company. shall mean Del Monte Foods Company, a Delaware corporation.

Section 1.15. Effective Date. shall mean the effective date of this amendment and restatement, January 1, 2005.

Section 1.16. Employer. shall mean the Corporation and any Affiliate of the Corporation.

Section 1.17. Excess Plan. shall mean the Corporation’s “Del Monte Corporation Employees Retirement and Savings Excess Plan,” as amended from time to time, or any successor thereto.

Section 1.18. 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 of Service, Compensation determined in the Heinz Participant Preservation Arrangement may be used. Annual Compensation shall be determined on the basis of a calendar year.

Section 1.19. Gross Benefit. shall have the definition set forth in Article 3, Section 3.1.

Section 1.20. 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 Effective Date and their compensation with respect to this Plan for periods prior to the Effective Date.

Section 1.21. Net Benefit. shall have the definition set forth in Article 3, Section 3.1.

Section 1.22. Participant. shall have the definition set forth in Article 2.

Section 1.23. 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 1.24. 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 1.25. Plan Administrator. shall have the definition set forth in Article 4.

Section 1.27. PRA. shall mean the “Del Monte Corporation Retirement Plan for Salaried Employees,” as in effect from time to time.

Section 1.28. 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 1.29. Service. shall mean the Period of Service under the 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 the PRA.

Section 1.30. Supplemental Benefits Plan. shall mean the Del Monte Corporation Supplemental 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.

Section 2.1. Participation. Participants in this Plan are those individuals Actively Employed by the Corporation 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 Participant Preservation Arrangement.

(a) A Participant who ceases to be employed by the Employer on or after (i) his or her 55th birthday, and (ii) after five (5) years of Service, and (iii) after December 20, 2007 shall be entitled to the benefits under the Plan described in Article 3; provided that, Participants in the Heinz Participant Preservation Arrangement shall not be subject to the eligibility requirement set forth in Article 2, Section 2.2(a)(iii); provided further that if a Participant’s employment is terminated by the Corporation within two (2) years after a Change of Control, the Participant, shall not be subject to the eligibility requirement set forth in Article 2, Section 2.2(a)(iii).

(b) Notwithstanding the foregoing, if a Participant’s employment terminates for Cause, the Participant shall forfeit any benefit under this Plan.

Section 2.3. DeathIf a Participant dies while Actively Employed by the Employer (or after termination of employment 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(c).

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 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”), offset by the amounts determined under section (b) below to produce the benefit payable (the “Net Benefit”).

(b) The Gross Benefit amount of a Participant shall be reduced by the Actuarial Equivalent Value of:

(i)

the amount payable to the Participant under the Supplemental Benefit Plan and the Additional Benefits Plan as of the date of termination of employment, if any;

(ii)

the amount payable to the Participant under the Excess Plan as of the date of termination of employment, if any;

(iii)

the amount payable to the Participant under Plan A as of the date of termination of employment, if any;

(iv)

the Participant’s Retirement Contribution Account, increased for any withdrawals, distributions, or outstanding loan balances made from or on account of such account prior to December 31, 2004, and then increased by interest credits determined in the same manner and amount as credited under PRA from January 1, 2005 until the date of termination of employment, if any;

(v)

the Participant’s Credit Balance in the PRA as of the date of termination of employment, if any; or, if a greater Actuarial Equivalent Value, the Participant’s PRA Preserved Benefit as of the date of termination of employment, if any;

(vi)

the amount of any benefit paid or payable to the Participant as an annuity or from any lump sum payment made or to be made in lieu of an annuity from any retirement plan (whether or not qualified under Code Section 401) of the Employer, domestic or foreign, as the Plan Administrator may determine to be appropriate from time to time, as of the date of termination of employment, if any.

(c) 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 subsection (a) above if the Participant had terminated 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 determined under subsections (a) and (b) above.

Section 3.2. Payment of Benefits The Plan benefit payable to a Participant, or designated Beneficiary, shall be paid in a cash lump sum as soon as practicable after the Participant’s termination of employment, or date of death, if applicable.

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 and amount as credited under PRA from the date of the prior payment through the subsequent termination of employment, but not reduced to less than zero.

Section 4.1. Plan Administrator. The general administration and responsibility for carrying out the provisions of the Plan shall be placed with the Plan Administrator. The Plan Administrator shall be the Committee or its designee. Persons participating in Plan administration may be eligible to participate in the Plan. The Plan Administrator shall have complete control of the administration of the Plan with all powers to enable it to carry out its duties in that respect, subject at all times to the limitations and conditions specified in or imposed by the Plan. The Plan Administrator is a named fiduciary of the Plan.

Section 4.2. Powers. In addition to any implied powers needed to carry out the provisions of the Plan, the Plan Administrator shall have the following specific powers:

(a) To make and enforce such rules and regulations and procedures as it shall deem necessary or proper for the efficient administration of the Plan and to design written forms or other documents to implement such rules, regulations and procedures;

(b) To interpret the Plan and to decide any and all matters arising hereunder, including the right to remedy possible ambiguities, inconsistencies or omissions;

(d) To arrange for withholding and remittance of such withholding taxes as are required under the Code;

(e) To authorize any agent to execute or deliver any instrument or make any payment on its behalf; to retain counsel, employ agents and provide for such clerical, accounting and consulting services as it may require in carrying out the provisions of the Plan; and to allocate among or delegate to other persons all or such portion of its duties hereunder as the Plan Administrator in its sole discretion shall decide;

(f) To determine benefit eligibility under the Plan, to interpret Plan provisions and to take any action necessary to execute the provisions of the Plan, and all such authority shall be exercised in a manner consistent with the provisions of the Plan.

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.

Section 4.3. Expenses The Corporation shall pay all expenses of administering the Plan.

Section 5.1. Right to Amend or Terminate The Board reserves the right to terminate, modify, alter or amend this Plan from time to time to any extent that it may deem advisable.

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.

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:

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

(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).

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 stated Plan is hereby adopted and approved to be effective as of the Effective Date as defined herein.

DEL MONTE FOODS COMPANY
2002 STOCK INCENTIVE PLAN
STAND-ALONE STOCK APPRECIATION RIGHT AGREEMENT

Del Monte Foods Company (the “Company”) hereby grants you, (the “Participant”), a stand-alone stock appreciation right (“SAR”) under the Company’s 2002 Stock Incentive Plan (the “Plan”), in order to encourage you to continue to contribute to the Company’s growth and success. The SAR consists of the right to receive shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), in an amount whose Fair Market Value (as defined in the Plan) is equal, with respect to the number of shares specified below (the “Shares”), to the excess of (i) the Fair Market Value of Common Stock on the date or dates upon which the Participant converts this SAR or any portion thereof to Common Stock (the “Conversion Date(s)”), over (ii) the Conversion Price. The SAR has been issued to the Participant hereunder as a separate incentive in connection with his or her service to the Company and not in lieu of any salary or other compensation for his or her services.

The date of this Agreement is (the “Grant Date”). The latest date the SAR granted hereunder will expire is the ten (10) year anniversary of the Grant Date (the “Expiration Date”). However, as provided in Appendix A (attached hereto), the SAR may expire earlier than the Expiration Date. Subject to the provisions of Appendix A, the Plan, the Del Monte Corporation Executive Severance Policy (the “Severance Policy”) (if applicable), and any applicable employment agreement, the principal features of the SAR are as follows:


Event Triggering Termination of SAR:	Maximum Time to Convert SAR into Common Stock After Triggering Event:*
Termination of Employment for Cause	None
Termination of Employment without Cause or Resignation other than Retirement or Disability	90 days as to vested portion; None as to unvested portion†
Termination of Employment due to Retirement	Expiration Date as to vested portion; None as to unvested portion
Termination of Employment due to Disability or death	Expiration Date
Death within 3 months after Termination of Employment without Cause	Expiration Date or 1 year from date of death, whichever is sooner, as to vested portion; None as to unvested portion

However, in no event may this SAR be converted into Common Stock after the Expiration Date.

†

Provided that, for Participants covered under the Severance Policy or who are parties to an employment agreement with the Company or a Subsidiary of the Company, in the case of termination of employment without Cause or resignation for Good Reason (as defined in the Severance Policy or employment agreement, as applicable), (i) with respect to Participants who

are covered under the Severance Policy, this SAR will be treated under such policy; and (ii) with respect to Participants who are not covered under the Severance Policy but who are parties to an employment agreement with the Company or a Subsidiary of the Company, this SAR will be treated under such employment agreement. With respect to all other Participants, this SAR will be treated as described in Paragraph 5 of Annex A.

Your signature below indicates your agreement and understanding that this SAR is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and termination of this SAR is contained in Paragraphs 4, 5 and 6 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS SAR.

1. Grant of SAR. The Company hereby grants to the Participant under the Plan, as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services, a SAR subject to the terms and conditions set forth in this Agreement and the Plan, with respect to all or any part of an aggregate of Shares.

2. Conversion Price. The conversion price per share for this SAR (the “Conversion Price”) shall be .

3. Number of Shares. The number of Shares specified in Paragraph 1 above, and/or the Conversion Price specified in Paragraph 2 above, are subject to adjustment by the Compensation Committee of the Board of Directors of the Company (the “Committee”) (subject to any required stockholder approval) in the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of Common Stock or the payment of a stock dividend on Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt or payment of consideration by the Company, or change in the capitalization of the Company. Further, the Committee in its discretion will determine whether the SAR granted pursuant to this Agreement will, in the context of a Change of Control or any other transaction, be converted into a comparable SAR of a successor entity or redeemed for payment in cash or kind or both.

4. Vesting Schedule. Subject to earlier termination as described in Paragraph 5 below, and subject to treatment under the Severance Policy or an employment agreement (if applicable) as described in Paragraph 6 below, the SAR granted under this Agreement is scheduled to vest as to the number of Shares and on the dates shown on the first page of this Agreement. Notwithstanding the foregoing, this SAR will vest immediately as to one hundred percent (100%) of the Shares upon the occurrence of a Change of Control. The Committee in its discretion will determine whether the SAR will vest immediately in the event of other transactions including, without limitation, a liquidation or dissolution of the Company; provided that this SAR in no case will be convertible into Common Stock after the Expiration Date.

5. Termination of SAR. In the event of Participant’s termination of employment with the Company (or, in each case described in this Paragraph 5, a Subsidiary of the Company) for Cause, this SAR will expire and be cancelled upon such termination. In the event of Participant’s termination of employment without Cause, or in the event Participant resigns his or her employment for a reason other than Disability or retirement, this SAR will remain convertible into Common Stock to the extent vested as of the date of termination until the expiration of ninety (90) days after such termination, on which date it will expire; to the extent not vested as of the date of termination, this SAR will expire at the close of business on the date of termination. In the event of Participant’s termination of employment as a result of retirement under any retirement plan of the Company or a Subsidiary of the Company (within the meaning of Section 424(f) of the Code), this SAR will remain convertible into Common Stock to the extent vested as of the date of termination until the Expiration Date; to the extent not vested as of the date of termination, this SAR will expire at the close of business on the date of termination. In the event of Participant’s termination of employment on account of Disability or death of the Participant, this SAR will remain convertible into Common Stock with respect to all Shares, whether or not vested as to such Shares as of the date of termination, until the Expiration Date. In the event Participant dies within three (3) months following his or her termination of employment without Cause, this SAR will remain convertible into Common Stock to the extent vested as of the date of termination until the Expiration Date or, if sooner, one (1) year from the date of Participant’s death; to the extent not vested as of the date of termination of employment, this SAR will expire at the close of business on the date of termination of employment.

6. Treatment under Severance Policy or Employment Contract. Notwithstanding any provision of the foregoing Paragraph 5, for Participants covered under the Severance Policy or who are parties to an employment agreement with the Company or a Subsidiary of the Company, in the case of termination of employment without Cause or resignation for Good Reason (as defined in the Severance Policy or employment agreement, as applicable), (i) with respect to Participants who are covered under the Severance Policy, this SAR will be treated under such policy; and (ii) with respect to Participants who are not covered under the Severance Policy but who are parties to an employment agreement with the Company or a Subsidiary of the Company, this SAR will be treated under such employment agreement; provided that this SAR in no case will be convertible into Common Stock after the Expiration Date.

7. Persons Eligible to Convert SAR. This SAR shall be convertible into Common Stock during the Participant’s lifetime by the Participant or by a transferee to whom the SAR or the right to convert the SAR into Common Stock has been transferred pursuant to Paragraph 8 or Paragraph 14 below.

8. Death of Participant. The Committee, in its discretion, may permit the Participant to designate a beneficiary or beneficiaries to whom any vested but unconverted portion of this SAR shall be transferred. In the absence of such designation, such vested but unconverted portion will be transferred to the Participant’s estate. No such transfer of the SAR, or the right to convert the SAR or any portion thereof into Common Stock, will be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and with a copy of the will and/or such evidence as the Committee deems necessary to establish the validity of such transfer or right to convert, and an agreement by the transferee, administrator, or executor (as applicable) to comply with all the terms of this Agreement that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with this grant.

9. Conversion of SAR. This SAR may be converted into Common Stock by the person then entitled to do so as to any vested portion by giving written notice of conversion to the Treasury Department of the Company, specifying the number of full Shares with respect to which the SAR is being converted and the effective date of the proposed conversion. No partial conversion of this SAR may be for less than ten (10) Shares or multiples thereof.

10. Deferral of Effectiveness of Conversion. The Company may, in its discretion, defer the effectiveness of any conversion of this SAR in order to allow the issuance of shares of Common Stock to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. In the case of such deferral, the Participant shall have such rights with respect to this SAR as are set forth in the Plan. Notwithstanding the foregoing, the Company is under no obligation to effect the registration pursuant to federal or state securities laws of any shares of Common Stock to be issued pursuant to this SAR.

11. No Rights of Stockholder. Neither the Participant (nor any beneficiary or transferee) shall be or have any of the rights or privileges of a stockholder of the Company in respect of any of the shares of Common Stock issuable pursuant to the conversion of this SAR, unless and until the date of the issuance of a stock certificate with respect to such shares of Common Stock. Except as expressly provided in Paragraph 3 above or in Section 10 of the Plan, no adjustment to this SAR shall be made for dividends or other rights for which the record date occurs prior to the date such certificates representing such shares of Common Stock are issued.

12. No Effect on Employment. The Participant’s employment with the Company and any Subsidiary of the Company is on an at-will basis only. Accordingly, subject to any written, express employment contract with the Participant, nothing in this Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Company or any Subsidiary Company, or shall interfere with or restrict in any way the rights of the Company or any Subsidiary of the Company, which

are hereby expressly reserved, to terminate the employment of Participant at any time for any lawful reason whatsoever or for no reason, with or without Cause and with or without notice. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company.

13. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Treasury Department, at One Market @ the Landmark, San Francisco, CA 94105, or at such other address as the Company may hereafter designate in writing.

14. Transferability. Except as provided in Paragraph 8, above, this SAR may be transferred solely as provided in Section 6(c)(6) of the Plan.

15. Other Benefits. Except as provided below, nothing contained in this Agreement shall affect the Participant’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other Participant welfare plan or program of the Company or any Subsidiary of the Company.

16. Maximum Term of SAR. Notwithstanding any other provision of this Agreement, this SAR is not convertible into Common Stock after the Expiration Date.

17. Binding Agreement. Subject to the limitation on the transferability of this SAR contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

18. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Unless otherwise specified, capitalized terms and phrases used and not defined in this Agreement shall have the meaning set forth in the Plan.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflicts of law.

20. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

21. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

22. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

23. Definitions. For purposes of this Agreement, the following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

(a)

“Cause,” when used in connection with the termination of an Participant’s employment with the Company or any Subsidiary of the Company, shall mean (i) a material breach by the Participant of the terms of his or her employment agreement, if any; (ii) any act of theft, misappropriation, embezzlement, intentional fraud or similar conduct by the Participant involving the Company 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 Company 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 the Participant in connection with the performance of his or her duties for the Company or any affiliate.

(b)

“Change of Control” shall mean the occurrence of one or more of the following events:

(i)

any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof (a “Person”) or group of related Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (a “Group”), together with any Affiliates (as defined below) thereof;

(ii)

the approval by the holders of any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock, of the Company (“Capital Stock”) of any plan or proposal for the liquidation or dissolution of the Company;

(iii)

any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock (the “Voting Stock”) of the Company;

(iv)

the replacement of a majority of the Board of Directors of the Company (the “Board of Directors”) over a two-year period commencing after the Effective Date of the Plan, from the directors who constituted the Board of Directors at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors then still in office who either were members of such Board of Directors at the beginning of such period (any such individual who was a director at the beginning of such period or is so approved, nominated, or designated being referred to herein as an “Incumbent Director”) or whose election as a member of such Board of Directors was previously approved; provided, however, that no individual shall be considered an Incumbent Director if the individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(v)

a merger or consolidation involving the Company in which the Company is not the surviving corporation, or a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders

of shares of Common Stock receive securities of another corporation and/or other property, including cash, or any other similar transaction.

For purposes of this Paragraph 23(b), “Affiliate” shall mean, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” or “controlled” have meanings correlative of the foregoing.

(c)

“Disability” shall mean physical or mental disability as a result of which the Participant is unable to perform the essential functions of his or her position, even with reasonable accommodation, for six (6) consecutive months. 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 Company whose determination shall be final and binding upon both the Participant and the Company or any Subsidiary of the Company. Notwithstanding the foregoing provisions of this Paragraph 23(c), “Disability,” when used in connection with the termination of the employment with the Company of an Participant who at the time of such termination is a party to a written employment or retention agreement with the Company or any Subsidiary of the Company, shall have the meaning assigned to such term in such agreement.

24. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

Fiscal 2005 Targeted Percentage and Weighting of Objectives for Certain Executive Officers as Approved by the Compensation Committee on September 22, 2004


				Weighting of Objectives

										Individual
	Targeted Percentage									Objectives/
	of Fiscal Year			Corporate Financial			Business Unit			Management By			Possible Range of
Name	Earnings			Objectives			Objectives			Objectives (MBOs)			Score (1)

Richard G. Wolford		110.00	%		75	%		—			25	%	0-200% of target
David L. Meyers		70.00	%		75	%		—			25	%	0-200% of target
Nils Lommerin		70.00	%		60	%		—			40	%	0-200% of target
Todd R. Lachman		70.00	%		60	%		—			40	%	0-200% of target
Marc D. Haberman		62.50	%		50	%		10	%		40	%	0-200% of target

(1)

Possible range of scoring for each component (Corporate Financial Objectives, Business Unit Objectives, Individual Objectives / Management By Objectives (MBOs)).
Note: the maximum amount payable to any participant for any Plan Year under the Plan is $2,000,000 or 200% of such participant’s Fiscal Year Earnings, whichever is less.


Delaware	001-14335	13-3542950

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One Market @ The Landmark San Francisco, California		94105
(Address of Principal Executive Offices)		(Zip Code)


	Del Monte Foods Company

Date: September 27, 2004	By:	/s/ James Potter Name: James Potter Title: Secretary


Number of Shares		Conversion Price per Share:
covered by SAR:

Scheduled Vesting Dates:		Number of Shares:


	DEL MONTE FOODS COMPANY	PARTICIPANT
By

	Title: Vice President, Human Resources


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