AMENDMENT NO. 1 DEL MONTE FOODS COMPANY NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN (As amended and restated as of January 1, 2006)

Exhibit 10.5

AMENDMENT NO. 1

DEL MONTE FOODS COMPANY

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

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

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

1.

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

2.

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

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

3.

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

4.

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

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