DEL MONTE CORPORATION AIP DEFERRED COMPENSATION PLAN Restatement Effective April 28, 2008

1.1

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

1.2

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

1.3

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

1.4

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

1.5

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

1.6

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

1.7

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

1.8

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

1.9

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

1.10

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

1.11

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

1.12

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

1.13

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

1.14

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

1.15

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

1.16

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

1.17

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

1.18

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

1.19

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

1.20

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

1.21

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

1.22

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

1.23

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

1.24

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

1.25

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

1.26

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

1.27

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

1.28

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

1.29

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

1.30

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

1.31

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

1.32

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

1.33

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

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

1.34

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

1.35

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

1.36

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

1.37

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

(a)

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

(b)

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

2.1

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

2.2

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

2.3

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

2.4

Change of Participating Employer . If a Participant moves from one Participati