DEL MONTE CORPORATION AIP DEFERRED COMPENSATION PLAN TABLE OF CONTENTS

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Title: DEL MONTE CORPORATION AIP DEFERRED COMPENSATION PLAN TABLE OF CONTENTS
Governing Law: California Date: 7/12/2004
Industry: Food Processing Sector: Consumer/Non-Cyclical

Exhibit 10.33

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

Effective July 1, 2004

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


			Page
ARTICLE 1 Definitions			1

ARTICLE 2 Selection/Enrollment/Eligibility			7

	2.1	Selection by the Chief Executive Officer	7
	2.2	Enrollment Requirements	7
	2.3	Eligibility; Commencement of Participation	7
	2.4	Change of Participating Employer	7

ARTICLE 3 Deferral Commitments/Vesting/Earnings Crediting			8

	3.1	Minimum and Maximum Deferral	8
	3.2	Election to Defer; Effect of Election Form	8
	3.3	Withholding of Deferral Amounts	8
	3.4	Corporation Matching Contributions	8
	3.5	Vesting	8
	3.6	Value of Account Balances	9
	3.7	Special Rule	9
	3.8	Source	9

ARTICLE 4 Withdrawal Payouts			10

	4.1	Withdrawal Payout; Suspensions for Unforeseeable Financial Emergencies	10
	4.2	In-Service Payout Where No Unforeseeable Financial Emergencies	10

ARTICLE 5 Retirement Benefit			11

	5.1	Retirement Benefit	11
	5.2	Payment of Retirement Benefits	11
	5.3	Death Prior to the Completion of Retirement Benefits	11

ARTICLE 6 Pre-Retirement Survivor Benefit			12

	6.1	Pre-Retirement Survivor Benefit	12
	6.2	Payment of Pre-Retirement Survivor Benefits	12

ARTICLE 7 Disability Benefit			13

	7.1	Disability Benefits	13
	7.2	Payment of Disability Benefit	13

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN


	7.3	Death Prior to Completion of Disability Benefits	13

ARTICLE 8 Termination Benefit			14

	8.1	Termination Benefit	14
	8.2	Payment of Termination Benefit	14

ARTICLE 9 Beneficiary Designation			15

	9.1	Beneficiary	15
	9.2	Beneficiary Designation; Change; Spousal Consent	15
	9.3	Acknowledgment	15
	9.4	No Beneficiary Designation	15
	9.5	Doubt as to Beneficiary	15
	9.6	Discharge of Obligations	15

ARTICLE 10 Leave of Absence			16

	10.1	Paid Leave of Absence	16
	10.2	Unpaid Leave of Absence	16

ARTICLE 11 Termination, Amendment or Modification			17

	11.1	Termination	17
	11.2	Amendment	17
	11.3	Effect of Payment	17

ARTICLE 12 Administration			18

	12.1	Committee Duties	18
	12.2	Agents	18
	12.3	Binding Effect of Decisions	18
	12.4	Indemnity of Committee	18
	12.5	Participating Employer Information	18

ARTICLE 13 Claims Procedures			19

	13.1.	Disposition of Claim	19
	13.2.	Appeals	19
	13.3.	Decision Final	19

ARTICLE 14 Miscellaneous			20

	14.1	Unsecured General Creditor	20
	14.2	Corporation’s Liability	20
	14.3	FICA and Other Taxes	20

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN


14.4	Nonassignability	20
14.5	Coordination with Other Benefits	20
14.6	Not a Contract of Employment	20
14.7	Furnishing Information	21
14.8	Terms	21
14.9	Captions	21
14.10	Governing Law	21
14.11	Notice	21
14.12	Successors	21
14.13	Spouse's Interest	21
14.14	Validity	22
14.15	Incompetent	22
14.16	Counterparts	22

iii

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

Del Monte Corporation

AIP Deferred Compensation Plan

Amended and Restated Effective July 1, 2004

Purpose

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of Del Monte Corporation, a Delaware corporation. The Plan is intended to constitute an unfunded plan of deferred compensation for a select group of management or highly compensated employees as described in ERISA Section 201(2). This Plan formerly was known as the Del Monte Corporation AIAP Deferred Compensation Plan. Effective July 1, 2004, the Plan hereby is amended and restated for the purposes of changing its title and incorporating certain eligible participants previously covered under the Del Monte Corporation Executive Deferred Compensation Plan.

ARTICLE 1

Definitions

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

1.1

“Account Balance” shall mean, with respect to a Participant, the number of Deferred Stock Units purchased by contributions to a Participant’s Elective Deferral Account and Employer Matching Contribution Account. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be paid to or in respect of a Participant pursuant to the Plan.

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

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

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

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

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

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

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

(a)

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 Parent 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;

(b)

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 Parent (“Capital Stock”), of any plan or proposal for the liquidation or dissolution of the Parent;

(c)

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 Parent;

(d)

the replacement of a majority of the board of directors of the Parent over a two-year period from the directors who constituted the board of directors of the Parent 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 of the Parent then still in office who either were members of such board 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”); 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 of the Parent (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(e)

a merger or consolidation involving the Parent in which the Parent is not the surviving corporation, or a merger or consolidation involving the Parent in which the Parent is the surviving corporation but the holders of shares of Capital Stock receive securities of another corporation and/or other property, including cash, or any other similar transaction.

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

For purposes of this Section 1.7, “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.

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

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

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

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

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

1.13

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

1.14

“Disability” shall mean physical or mental disability as a result of which the Participant is unable to perform his duties with the Participating Employer substantially a full-time basis for any period of 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 Participating Employer whose determination shall be final and

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

binding upon both the Participant and the Participating Employer. Notwithstanding the foregoing provisions, “Disability” when used in connection with the termination of employment with the Participating Employer of a Participant who at the time of such termination is a party to a written employment or retention agreement with the Participating Employer, shall have the meaning assigned to such term in such agreement.

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

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

1.17

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

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

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

1.20

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

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

1.22

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

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

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

1.24	“Participating Employer Matching Contribution” shall mean the annual Participating Employer contribution which matches a percentage of a Participant’s Annual Deferral Amount as set forth in Section 3.4 of the Plan.

1.25

“Participating Employer Matching Contribution Account” shall mean a Participant’s share of Participating Employer Matching Contributions adjusted in accordance with Section 3.6 of the Plan, net of all distributions from such account. This account shall be a bookkeeping entry only maintained by the applicable Participating Employer and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be paid to the Participant pursuant to the Plan. A Participant’s vested and nonforfeitable interest in each Participating Employer Matching Contribution credited to his or her account shall be determined in accordance with Section 3.5 of the Plan.

1.26	“Plan” shall mean the “Del Monte Corporation AIP Deferred Compensation Plan”, which shall be evidenced by this instrument and, with respect to each Participant, by his or her Plan Agreement, as each may be amended from time to time.

1.27

“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between a Participating Employer and a Participant. Each Plan Agreement executed by a Participant shall provide for the entire benefit to which such Participant is entitled to under the Plan with respect to such Participating Employer. The Plan Agreement bearing the latest date of acceptance by the Committee shall govern such entitlement and the Participating Employer’s liability. Upon the complete payment of the vested portion of a Participant’s Account Balance, each individual’s Plan Agreement and his or her status as a Participant shall terminate. The Plan Agreement may be amended by the written consent of both parties from time to time.

1.28

“Plan Year” shall mean the period commencing each year on the first day of the Corporation’s fiscal year (on or about May 1) and ending each year on the last day of the Corporation’s fiscal year (on or about April 30), except for the first Plan Year following the effective date of this amended and restated Plan, which shall be the period commending July 1, 2004 and ending April 30, 2005.

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

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

1.30	“Retirement,” “Retire,” “Retires,” or “Retired” shall mean severance from employment with all Participating Employers upon retirement under the Del Monte Corporation Retirement Plan for Salaried Employees.

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

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

1.33	“Termination of Employment” shall mean the ceasing of employment with all Participating Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence.

1.34

“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (a) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (b) a loss of the Participant’s property due to casualty, or (c) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole and absolute discretion of the Committee.

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

(a)

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

(b)

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

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

DEL MONTE CORPORATION

AIP DEFERRED COMPENSATION PLAN

ARTICLE 2

Selection/Enrollment/Eligibility

2.1

Selection by the Chief Executive Officer . Participation in the Plan shall be limited to Eligible Employees. From the foregoing, the Chief Executive Officer of the Corporation shall select, in his sole and absolute discretion, those who may participate in the Plan.

2.2

Enrollment Requirements . As a condition to participation, each selected employee shall complete, execute and return to the Committee within thirty (30) days of selection a Plan Agreement, an Election Form, and a Beneficiary Designation Form. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole a

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