EXHIBIT 10.51


                              EMPLOYMENT AGREEMENT

               This Employment Agreement (the "Agreement") is entered into as of
March 28, 2002, by and between DEL MONTE FOODS COMPANY, a Delaware corporation,
with its principal place of business in San Francisco, California (the
"Company"), and MARC D. HABERMAN, an individual residing in the State of
California ("Executive").

                                    RECITALS

               WHEREAS, Executive has been the Senior Vice President, Marketing
of the Company and has made numerous and invaluable contributions to the
leadership and management of the Company;

               WHEREAS, the Company and Executive desire to reaffirm their
employment relationship on the terms and conditions set forth herein;

               NOW, THEREFORE, in consideration of the foregoing recitals, the
mutual promises of the parties and the mutual benefits they will gain by the
performance thereof, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties do hereby agree as
follows:

        1. EMPLOYMENT BY THE COMPANY AND TERM.

               (a) Term of Employment. The Company agrees to employ Executive as
its Senior Vice President, Marketing, and Executive hereby accepts such
employment, subject to the terms and conditions set forth herein. The term of
employment of Executive under this Agreement shall begin as of the date hereof
and continue until terminated pursuant to Section 4 hereof. Notwithstanding the
foregoing, the provisions of Sections 4(i) (Ongoing Obligations), 5
(Indemnification), 6 (Proprietary Information Obligations), 7 (Noninterference),
8 (Injunctive Relief), and 10 (Miscellaneous) shall survive the termination of
this Agreement.

               (b) Duties. Executive shall serve in an executive capacity and
shall perform such duties as are consistent with his position as Senior Vice
President, Marketing and as may be reasonably required by the Company's Board of
Directors (the "Board"). In such position, Executive shall be responsible for
performing such duties as are consistent with his position as Senior Vice
President, Marketing. Pursuant to policies, goals and objectives established by
the Chief Executive Officer, the Executive shall: (i) plan, direct and
coordinate the marketing of the company's products; (ii) evaluate adjustments of
marketing strategies to meet changing and competitive marketing conditions;
(iii) recommend changes in marketing philosophy and policy to serve the best
interest of the company; (iv) provide marketing advice and guidance to various
operating units to ensure overall marketing effectiveness.




               (c) Exclusive Performance of Duties. While employed by the
Company, Executive agrees that he shall devote substantially all of his business
time and best efforts solely and exclusively to the performance of his duties
hereunder and to the business and affairs of the Company, whether such business
is operated directly by the Company or through any affiliate of the Company.
Executive further agrees that while employed by the Company, he will not,
directly or indirectly, provide services on behalf of any competing corporation,
limited liability company, partnership, joint venture, consortium, or other
competing entity or person, whether as an executive, consultant, independent
contractor, agent, sole proprietor, partner, joint venturer, creditor, corporate
officer or director; nor shall Executive acquire by reason of purchase during
the term of his employment with the Company the ownership of more than one
percent (1%) of the outstanding equity interest in any such competitive entity.
For purposes of this Section 1(c) and this Agreement, a "competing" entity is
one engaged in the business of the manufacture and sale of processed fruits and
vegetables, pineapple products and tomato products and each other business in
which the Company is engaged during Executive's employment with the Company.
Subject to the foregoing, Executive may serve on boards of directors of
non-competing unaffiliated corporations, subject to advance approval by the
Board, and may serve on the boards of charitable organizations.

               (d) Company Policies. The employment relationship between the
parties shall be governed by the general employment policies and practices of
the Company, provided, however, that when the terms of this Agreement differ
from or are in conflict with the Company's general employment policies or
practices, this Agreement shall control.

        2. COMPENSATION AND BENEFITS.

               (a) Salary. Executive shall receive for his services rendered
hereunder an annual base salary of Two Hundred Sixty-seven Thousand Five Hundred
Dollars ($267,500), as adjusted from time to time in accordance with this
Agreement (the "Base Salary"), payable on a semi-monthly basis in twenty-four
(24) equal installments, subject to standard withholdings for taxes and social
security and the like.

               (b) Annual Bonus. While a full-time employee of the Company,
Executive shall be entitled to participate in the Company's Annual Incentive
Award Plan ("AIAP") pursuant to the terms of which Executive shall be eligible
to receive an annual bonus (the "Bonus") targeted at 50% of Executive's Base
Salary, as adjusted from time to time in accordance with the AIAP or applicable
successor plan. Actual payment of the Bonus is based on Company performance and
Executive's individual achievements.

                (c) Retention Bonus. In the event of a Change of Control (as
defined in the Retention Plan referenced below), if Executive has been
designated a "Key Employee" by the Nomination and Compensation Committee of the
Board of Directors of the Company (the "Nomination and Compensation Committee"),
Executive shall be eligible to participate in, and entitled to a percentage of,
the Company's incentive compensation pool pursuant to the terms of the Retention
Plan adopted by the




Nominating and Compensation Committee on October 24, 2000 (the "Retention
Bonus").

               (d) Employee Welfare Benefits. During his employment with the
Company, Executive shall be entitled to participate in any group insurance,
hospitalization, medical, dental, health and accident, disability, life or
similar plan or program of the Company now existing or established hereafter to
the extent that he is eligible under the general provisions thereof. The Company
may, in its sole discretion and from time to time, establish additional senior
management benefit programs as it deems appropriate. Executive understands that
any such plans may be modified or eliminated in the discretion of the Company in
accordance with applicable law.

               (e) Pension and Retirement Benefits. During his employment with
the Company, Executive shall be entitled to participate in any pension, 401K and
retirement plans of the Company now existing or established hereafter to the
extent that he is eligible under the general provisions thereof. The Company
may, in its sole discretion and from time to time, establish additional senior
management benefit programs as it deems appropriate. Executive understands that
any such plans may be modified or eliminated in the discretion of the Company in
accordance with applicable law.

               (f) Vacation. Executive shall be entitled to a period of annual
paid vacation time equal to not less than four (4) weeks per year as adjusted
from time to time in accordance with the Company's vacation policy. The days
selected for Executive's vacation shall be mutually agreeable to the Company and
Executive. Executive's eligibility to carryover or to be paid for any portion of
his accrued vacation shall be subject to the Company policy applicable to
employees at a similar level in effect during the term of this Agreement.

               (g) Expenses. Subject to compliance with the Company's normal and
customary policies regarding substantiation and verification of business
expenses, Executive is authorized to incur on behalf of the Company, and the
Company shall directly pay or shall fully reimburse Executive for all customary
and reasonable expenses incurred for promoting, pursuing or otherwise furthering
the business of the Company and its affiliates.

               (h) Perquisites and Supplemental Benefits. During his employment
with the Company, Executive shall be entitled to such perquisites and
supplemental benefits as may be approved from time to time by the Compensation
Committee of the Board.

        3. STOCK OPTIONS.

               (a) During his employment with the Company, Executive shall be
eligible to participate in the applicable stock option plans of the Company. The
terms and conditions of any stock agreement entered into by Executive and the
Company from time to time are hereby incorporated into this Agreement.




               (b) From time to time during Executive's employment with the
Company, the Board (or a committee thereof) shall evaluate the performance of
management of the Company and determine whether it is appropriate to grant any
additional stock options to management, including without limitation, Executive.
The Board (or such committee) shall be under no obligation to grant any such
options to Executive (or any other member of management), but will take into
consideration industry standards for stock option issuances to Senior Vice
President, Marketing in similar circumstances.

        4. TERMINATION OF EMPLOYMENT.

               (a) Termination Upon Death. If Executive dies during his
employment with the Company, the Company shall pay to Executive's estate, or
other designated beneficiary(ies) as shown in the records of the Company, any
earned and unpaid Base Salary as of the termination date (which for purposes of
this clause (a) shall be the date of Executive's death); accrued but unused
vacation time as of the end of the month in which Executive dies; the amount of
any unreimbursed expenses described in Section 2(g); and benefits that Executive
is then entitled to receive as of the termination date under benefit plans of
the Company, including if applicable the Retention Plan, less standard
withholdings for tax and social security purposes and the like. Additionally,
the Company shall pay to Executive's estate, or other designated
beneficiary(ies), at the end of the year in which Executive's termination occurs
a pro rata portion of Executive's target Bonus for the year in which Executive's
termination occurs, prorated for Executive's actual employment period during
such year and adjusted for performance. Except for any bonus, the payment of
which would occur after the termination date, the Company shall have no
obligation to make any other payment, including severance or other compensation,
of any kind. All other benefits provided by the Company to Executive under this
Agreement or otherwise shall cease as of the termination date.

               (b) Termination Upon Disability. The Company may terminate
Executive's employment in the event Executive suffers a disability that renders
Executive unable, as determined in good faith by the Board, to perform the
essential functions of his position, even with reasonable accommodation, for six
(6) consecutive months. In the event that Executive's employment is terminated
pursuant to this Section 4(b), Executive shall receive payment for any earned
and unpaid Base Salary, as of the termination date (which for purposes of this
clause (b) shall be the date specified by the Board); accrued but unused
vacation time as of the end of the month in which the termination for disability
occurs; the amount of any unreimbursed expenses described in Section 2(g); and
benefits that Executive is then entitled to receive under applicable benefit
plans of the Company, including if applicable the Retention Plan, less standard
withholdings for tax and social security purposes and the like. In addition,
after the termination date Executive shall receive long term disability benefits
under the applicable benefit plans of the Company to the extent Executive
qualified for such benefits. Except as expressly provided in this Section 4(b),
all benefits provided by the Company to Executive under this Agreement or
otherwise shall cease as of the termination date. In the event that Executive's
employment is terminated as a result of




a determination pursuant to this Section 4(b), and provided that Executive has
executed a general release in form and substance satisfactory to the Company and
substantially similar to Exhibit A hereto, the Company also shall provide to
Executive as severance the payment of an amount equal to Executive's highest
Base Salary during the twelve (12) month period prior to the termination date
and the target Bonus for the year in which such termination occurs, less
standard withholdings for tax and social security purposes and the like, payable
in equal installments on the Company's regular pay schedule over a period of
twelve (12) months.

               (c) Voluntary Termination. Executive may voluntarily terminate
his employment with the Company at any time. In the event that Executive's
employment is terminated under this clause (c), Executive shall receive payment
for any earned and unpaid Base Salary, as of the date of such termination;
accrued but unused vacation time; the amount of any unreimbursed expenses
described in Section 2(g); and benefits the Executive is then entitled to
receive under applicable benefit plans of the Company, less standard
withholdings for tax and social security purposes and the like, through the
termination date, which for purposes of this Section 4(c) shall be the date upon
which Executive ceases performing his duties hereunder. The Company shall have
no further obligation to pay any compensation of any kind or severance payment
of any kind nor to make any further payment in lieu of notice. All benefits
provided by the Company to Executive under this Agreement or otherwise shall
cease as of the termination date.

               (d) Termination for Cause.

                      (1) Termination; Payment of Salary and Vacation. The Board
may terminate Executive's employment with the Company at any time for "cause"
(as defined below). In the event that Executive's employment is terminated under
this Section 4(d), Executive shall receive payment for all earned but unpaid
Base Salary; accrued but unused vacation time; the amount of any unreimbursed
expenses described in Section 2(g); and benefits the Executive is then entitled
to receive under applicable benefit plans of the Company, less standard
withholdings for tax and social security purposes and the like, through the
termination date, which for purposes of this clause (d) shall be the date upon
which such notice of termination is given. The Company shall have no further
obligation to pay any compensation of any kind nor to make any payment in lieu
of notice. All benefits provided by the Company to Executive under this
Agreement or otherwise shall cease as of the termination date.

                      (2) Definition of Cause. For purposes of this Agreement,
the Company shall have "cause" to terminate Executive's employment upon any of
the following: (a) a material breach by Executive of the terms of this
Agreement; (b) any act of theft, misappropriation, embezzlement, intentional
fraud or similar conduct by Executive involving the Company or any affiliate;
(c) 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
Executive; (d) any damage of a material nature to the business or property of
the Company or any affiliate caused by Executive's willful or grossly negligent
conduct; or (e) Executive's failure to act in accordance with any




specific lawful instructions given to Executive in connection with the
performance of his duties for the Company or any affiliate.

               (e) Termination Without Cause. The Company at any time without
prior written notice may terminate Executive without cause. In the event that
Executive's employment is terminated without cause, Executive shall receive
payment for all earned but unpaid Base Salary as of the termination date (which
for purposes of this Section 4(e), shall be the date of Executive's
termination); accrued but unused vacation time; the amount of any unreimbursed
expenses described in Section 2(g); and benefits the Executive is then entitled
to receive under applicable benefit plans of the Company, including if
applicable the Retention Plan, less standard withholdings for tax and social
security purposes and the like, as of the termination date. In such event, and
provided that Executive has executed a general release in form and substance
satisfactory to the Company and substantially similar to Exhibit A hereto, the
Company shall also provide to Executive as severance (i) the payment of an
amount equal to Executive's highest Base Salary during the twelve (12) month
period prior to the termination date, and the target Bonus for the year in which
such termination occurs, less standard withholdings for tax and social security
purposes and the like, payable in equal installments on the Company's regular
pay schedule over a period of twelve (12) months; (ii) continuation of
Executive's participation in the Company's medical benefits until the earlier of
(x) twelve (12) months following Executive's termination or (y) such time as
Executive is covered by comparable programs of a subsequent employer; (iii)
continuation of Executive's participation in any management perquisites
applicable to Executive until the earlier of (x) twelve (12) months following
Executive's termination or (y) such time as Executive is covered by comparable
perquisites of a subsequent employer; (iv) the payment to Executive, at the end
of the year in which Executive's termination occurs, of a pro rata portion of
Executive's target Bonus for the year in which Executive's termination occurs,
prorated for Executive's actual employment period during such year and adjusted
for performance; and (v) the provision of not less than eighteen (18) months of
executive-level outplacement services at Company expense; provided, however, the
expense for such services in any calendar year shall not exceed eighteen percent
(18%) of the amount equal to Executive's highest Base Salary during the twelve
(12) month period prior to the termination date and the target Bonus for the
year in which such termination occurs. In the event Executive receives
continuation of medical benefits for twelve (12) months under Section 4(e)(ii)
hereof, Executive shall be eligible for continued coverage after the end of the
twelve (12) month period to the extent provided by and subject to the terms of
the Consolidated Budget Reconciliation Act of 1985 ("COBRA"). No other
compensation of any kind or severance or other payment of any kind shall be
payable by the Company after such termination date. Except as specifically
provided in this Section 4(e) all benefits provided by the Company to Executive
under this Agreement or otherwise shall cease as of the termination date.

                (f) Termination for Good Reason. Notwithstanding anything in
this Section 4 to the contrary, Executive may voluntarily end his employment
with the Company and receive the benefits detailed in Section 4(e), on the terms
and conditions set forth therein, upon or within ninety (90) days following the
occurrence of an event




constituting "Good Reason," which for purposes of this Section 4(f) shall mean
any of the following: (i) a material adverse change in Executive's position
causing it to be of materially less stature, responsibility, or authority
without Executive's written consent, and such a materially adverse change shall
in all events be deemed to occur if Executive no longer serves as Senior Vice
President, Marketing, unless Executive consents in writing to such change; (ii)
a reduction, without Executive's written consent, in Executive's Base Salary or
the Bonus Executive is eligible to earn under the AIAP (or successor plan
thereto), or Executive's incentive or equity opportunity under any material
incentive or equity program of the Company, provided, however, that nothing
herein shall be construed to guarantee Executive's bonus for any year if the
applicable performance targets are not met; and provided further that it shall
not constitute Good Reason hereunder if the Company makes an appropriate pro
rata adjustment to the applicable bonus and targets under the annual cash bonus
plan in the event of a change in the Company's fiscal year; (iii) a material
reduction without Executive's consent in the aggregate welfare benefits provided
to Executive pursuant to the welfare plans, programs and arrangements in which
Executive is eligible to participate; or (iv) the failure of the Company to
obtain a satisfactory agreement from any successor to assume and agree to
perform this Agreement. Unless Executive provides written notification of an
event described in clauses (i) through (iv) above within ninety (90) days after
Executive knows or has reason to know of the occurrence of any such event,
Executive shall be deemed to have consented thereto and such event shall no
longer constitute Good Reason for purposes of this Agreement. If Executive
provides such written notice to the Company, the Company shall have ten (10)
business days from the date of receipt of such notice to effect a cure of the
event described therein and, upon cure thereof by the Company to the reasonable
satisfaction of Executive, such event shall no longer constitute Good Reason for
purposes of this Agreement.

               (g) Termination Upon Change of Control. In the event of
Executive's Termination Upon Change of Control (as defined below), Executive
shall receive the benefits detailed in Section 4(e) on the terms and conditions
set forth therein, provided, however, that the payment set forth in Section
4(e)(i) shall be made in a lump sum, to be paid within thirty (30) days of
Executive's termination date, and not in installments over a twelve (12) month
period as provided in Section 4(e)(i). No other compensation of any kind or
severance or other payment of any kind shall be payable by the Company to
Executive after the termination date. Any amounts due Executive under this
Section 4(g) are in the nature of severance payments, or liquidated damages
which contemplate both direct damages and consequential damages that may be
suffered as a result of Executive's termination, and are not in the nature of a
penalty. For purposes of this Section 4(g) "Termination Upon Change of Control"
means (i) the termination of Executive's employment by the Company without cause
during the period commencing on the date the "Change of Control" (as defined in
the Company's 1998 Stock Incentive Plan, as amended through November 15, 2000)
occurs and ending on the date which is eighteen (18) months after the Change of
Control; or (ii) any resignation by Executive for Good Reason within eighteen
(18) months after the occurrence of a Change of Control; but (iii) "Termination
Upon Change of Control" shall not include any termination of Executive's
employment by the Company for cause, as a result of the death or




disability of Executive, or as a result of the voluntary termination of
Executive's employment for reasons other than Good Reason.

               (h) At-Will Employment. Executive understands and agrees that
employment with the Company is at-will, which means that either Executive or the
Company may, subject to the terms of this Agreement, terminate this Agreement at
any time with or without cause as set forth in this Agreement. Any modification
of the at-will nature of this Agreement must be in writing and executed by
Executive and the Company.

               (i) Ongoing Obligations. Executive acknowledges that the Company
and Executive have ongoing rights and obligations relating to intellectual
property and confidential information of the Company, together with fiduciary
rights and obligations, which will survive the termination of Executive's
employment.

        5. INDEMNIFICATION. In the event Executive is made, or threatened to be
made, a party to any legal action or proceeding, whether civil or criminal, by
reason of the fact that Executive is or was a director or officer of the Company
or serves or served any other corporation fifty percent (50%) or more owned or
controlled by the Company in any capacity at the Company's request, Executive
shall be indemnified by the Company, and the Company shall pay Executive's
related expenses when and as incurred, all to the fullest extent permitted by
the laws of the State of Delaware, and the Company's Certificate of
Incorporation and Bylaws.

        6. PROPRIETARY INFORMATION OBLIGATIONS. During Executive's employment by
the Company, Executive will have access to and become acquainted with the
Company's confidential and proprietary information (collectively "Proprietary
Information"), including but not limited to information or plans regarding the
Company's customer relationships; personnel; technology and intellectual
property; sales, marketing and financial operations and methods; and other
compilations of information, records and specifications. Executive shall not
disclose any Proprietary Information of the Company, or of any affiliate,
directly or indirectly, to any person, firm, corporation or other entity for any
reason or purpose whatsoever, nor shall Executive make use of any such
Proprietary Information for his own purposes or for the benefit of any person,
firm, corporation or other entity (except the Company and the affiliate) under
any circumstances, during or after the term of this Agreement, except as
reasonably necessary in the course of his employment for the Company or as
authorized in writing by the Company. All files, records, documents,
computer-recorded or electronic information and similar items relating to the
business of the Company or the affiliate, whether prepared by Executive or
otherwise coming into his possession, shall remain the exclusive property of the
Company or the affiliate, respectively, and Executive agrees to return all
property of the Company or the affiliate in his possession and under his control
immediately upon any termination of Executive's employment, and no copies
thereof shall be kept by Executive.





        7. NONINTERFERENCE.

               (a) While employed by or compensated by the Company pursuant to
this Agreement and for a period of two (2) years thereafter, Executive agrees
not to: (i) directly or indirectly, either on Executive's own account or for any
company, limited liability company, partnership, joint venture or other entity
or person (including, without limitation, through any existing or future
affiliate), solicit any employee of the Company or any existing or future
affiliate to leave his or her employment or knowingly induce or knowingly
attempt to induce any such employee to terminate or breach his or her employment
agreement with the Company or any existing or future affiliate, if any; or (ii)
directly or indirectly (including, without limitation, through any existing or
future affiliate), solicit, cause in any part or knowingly encourage any current
or future customer of or supplier to the Company or any existing or future
affiliate to modify the business relationship, or cease doing business in whole
or in part, with the Company or any such affiliate.

               (b) In the event a court of competent jurisdiction or other
tribunal or person(s) mutually selected by the parties to resolve any dispute
(collectively a "Court") has determined that Executive has violated the
provisions of this Agreement, the running of the time period of such provisions
so violated shall be automatically suspended as of the date of such violation
and shall be extended for the period of time from the date such violation
commenced through the date that the Court determines that such violation has
permanently ceased.

        8. INJUNCTIVE RELIEF. The parties hereto agree that damages would be an
inadequate remedy for the Company in the event of a breach or threatened breach
of Sections 6 or 7 of this Agreement by Executive, and in the event or any such
breach or threatened breach, the Company may, either with or without pursuing
any potential damage remedies, obtain and enforce an injunction prohibiting
Executive from violating this Agreement and requiring Executive to comply with
the terms of this Agreement.

        9. WARRANTIES AND REPRESENTATIONS. Executive hereby represents and
warrants to the Company that he:

               (a) is not now under any obligation of a contractual or
quasi-contractual nature known to him that is inconsistent or in conflict with
this Agreement or that would prevent, limit or impair the performance by
Executive of his obligations hereunder; and

               (b) has been or has had the opportunity to be represented by
legal counsel in the preparation, negotiation, execution and delivery of this
Agreement and understands fully the terms and provisions hereof.

        10. MISCELLANEOUS.

               (a) Notices. Any notice or communication required or permitted by
this Agreement shall be deemed sufficiently given if in writing and, if
delivered personally,




when it is delivered or, if delivered in another manner, including without
limitation, by facsimile (with confirmation of receipt and a confirmation copy
sent by U.S. Mail or overnight delivery), the earlier of when it is actually
received by the party to whom it is directed or when the period set forth below
expires (whether or not it is actually received): (i) if deposited with the U.S.
Postal Service, postage prepaid, and addressed to the party to receive it as set
forth below, forty-eight (48) hours after such deposit as registered or
certified mail; or (ii) if accepted by Federal Express or a similar delivery
service in general usage for delivery to the address of the party to receive it
as set forth next below, twenty-four (24) hours after the delivery time promised
by the delivery service.

               To the Company:

               Del Monte Foods Company
               One Market at The Landmark
               P.O. Box 193575
               San Francisco, CA 94119-3575
               Fax:  415/247-3263
               Attention: Board of Directors and Secretary

               With a copy to:

               Gibson, Dunn & Crutcher LLP
               One Montgomery Street
               San Francisco, California 94104-4505
               Fax: 415/986-5309
               Attention: Douglas D. Smith, Esq.

               To Executive:


               --------------------------


               Fax:


               With a copy to:


               Fax:
               Attention:

or to such other address or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.

               (b) Severability. If any term or provision (or any portion
thereof) of this Agreement is determined by a court to be invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other terms
and provisions (or other portions thereof) of this Agreement shall nevertheless
remain in full force and effect. Upon such




determination that any term or provision (or any portion thereof) is invalid,
illegal or incapable of being enforced, this Agreement shall be deemed to be
modified so as to effect the original intent of the parties as closely as
possible to the end that the transactions contemplated hereby and the terms and
provisions hereof are fulfilled to the greatest extent possible.

               (c) Entire Agreement. This Agreement supersedes and replaces in
all respects the Retention Agreement between Executive and Company, dated
September 12, 2001 (the "Prior Employment Agreement") and, upon Executive's
acceptance of this Agreement, the Prior Employment Agreement shall be null and
void. This Agreement, including any documents incorporated herein, together with
the applicable terms of the Company's options plans and benefit plans, contains
the Company's entire understanding with Executive related to the subject matter
hereof, and supersedes and preempts any prior or contemporaneous understandings,
agreements, or representations by or between the parties, written or oral.
Without limiting the generality of the foregoing, except as provided in this
Agreement, all understandings and agreements, written or oral, relating to the
employment of Executive by the Company, or the payment of any compensation or
the provision of any benefit in connection therewith or otherwise are hereby
terminated and shall be of no future force and effect.

               (d) Counterparts. This Agreement may be executed on separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
agreement. Signatures may be exchanged by electronic facsimile with machine
evidence of transmission.

               (e) Successors and Assigns. This Agreement is intended to bind
and inure to the benefit of and be enforceable by Executive and the Company, and
their respective successors and assigns, except that Executive may not assign
any of his duties hereunder and he may not assign any of his rights hereunder
without the prior written consent of the Company, which consent will not
unreasonably be withheld. If Executive should die while any amounts would still
be payable to him hereunder if he had continued to live, all amounts payable
hereunder shall be paid in accordance with the terms of this Agreement to
Executive's estate, unless Executive has provided written notice to the Company
specifying a different beneficiary or beneficiaries (which notice(s) may be
changed from time to time at the sole discretion of Executive).

               (f) Attorneys' Fees. If any legal proceeding is necessary to
enforce or interpret the terms of this Agreement, or to recover damages for
breach thereof, the prevailing party shall be entitled to reasonable attorneys'
fees, as well as costs and disbursements, in addition to any other relief to
which he or it may be entitled.

               (g) Amendments. No amendments or other modifications to this
Agreement may be made except by a writing signed by both parties. Except for
Executive's estate under Section 4(a), nothing in this Agreement, express or
implied, is intended to confer upon any third person any rights or remedies
under or by reason of this Agreement.





               (h) Choice of Law. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the internal
law, and not the law of conflicts, of the State of California except as
otherwise provided in Section 10 above.

               (i) Further Assurances. Each of the parties hereto agrees to use
all reasonable efforts to take or cause to be taken, all appropriate actions,
and to cause to take or to be taken, all things necessary, proper or advisable
under applicable laws to effect the transactions contemplated by this Agreement,
including without limitation, execution and delivery to the Company of such
representations in writing as may be requested by the Company in order for its
to comply with applicable federal and state securities laws.

               (j) Fees and Expenses Relating to Agreement. Each of the parties
hereto shall bear its own fees and expenses incurred in connection with the
preparation of this Agreement and the transactions contemplated hereby.

               IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date set forth above.

EXECUTIVE:

        /s/ Marc D. Haberman
------------------------------------------------
        Marc D. Haberman

COMPANY:

DEL MONTE FOODS COMPANY

By:     /s/ David L. Meyers
    --------------------------------------------
Name:   David L. Meyers
    --------------------------------------------
Title:  Executive Vice President, Administration
    --------------------------------------------
        and Chief Financial Officer
    --------------------------------------------