Del Monte Foods Company (DLM)

1. Purpose

The Del Monte Annual Incentive Plan (the “Plan”) is a cash-based incentive program designed to accomplish the following objectives of Del Monte Foods Company (“Del Monte”):

(a) To link annual corporate and business priorities with individual and group performance goals, reinforcing line of sight and contribution to results;

(b) To reinforce a high performance culture tying rewards to measurable accountabilities and goal achievement;

(c) To recognize and reward individual performance and differentiate award levels based on absolute and relative contributions; and

(d) To provide a variable award opportunity as part of a competitive total compensation program that enables Del Monte to attract, retain, and motivate its leadership and key employees.

Del Monte’s fiscal year shall be the Plan Year, and this Plan, amended and restated effective July 28, 2009, shall first apply to the Plan Year beginning May 3, 2010.

Awards under the Plan that are based on Corporate Objectives, Business Unit Objectives and certain Individual Objectives/MBOs are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). However, participants may receive awards under the Plan based on Individual Objectives/MBOs that are not intended to qualify as performance-based compensation under Section 162(m) of the Code. Notwithstanding the foregoing or anything in the Plan to the contrary, in the event that the Compensation Committee of Del Monte’s Board of Directors (the “Committee”) determines that it is advisable to grant awards under the Plan that shall not qualify as performance-based compensation under Section 162(m) of the Code, the Committee may make such grants without satisfying the requirements of Section 162(m) of the Code.

ARTICLE III - PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

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 was 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. The Plan was subsequently amended twice for compliance with Code Section 409A. Effective as of April 28, 2008, the Plan is hereby amended and restated to comply with the American Jobs Creation Act of 2004, Internal Revenue Code Section 409A and the final regulations issued thereunder.

Purpose

The purpose of this Plan is to provide fair treatment for terminated executives consistent with the values and culture of Del Monte Corporation, provide financial support for executives seeking new employment, recognize executive’s years of service and contributions to the Corporation, and to avoid or mitigate the Corporation’s potential exposure to litigation. This Plan fully supersedes any and all prior policies, agreements, letters or understandings with respect to severance pay for executives, other than any executive employment agreement between an executive and the Corporation in effect as of the effective date of this Plan and recognized by the Corporation as such.

Purpose

The purpose of the Executive Perquisite Plan (Perquisite Plan) is to allow executives flexibility to choose perquisites tailored to meet their own personal needs, deliver perquisites in a more cost-effective way and encourage a total compensation perspective among executives.

Purpose

The purpose of this Plan is to provide fair treatment for terminated executives consistent with the values and culture of Del Monte Corporation, provide financial support for executives seeking new employment, recognize executive’s years of service and contributions to the Corporation, and to avoid or mitigate the Corporation’s potential exposure to litigation. This Plan fully supersedes any and all prior policies, agreements, letters or understandings with respect to severance pay for executives, other than any executive employment agreement between an executive and the Corporation in effect as of the effective date of this Plan and recognized by the Corporation as such.

Purpose

This Non-Employee Director Compensation Plan is intended to promote the interests of Del Monte Foods Company (the “Company”) by providing the Non-Employee Directors of the Company with incentives and rewards that encourage superior management, growth and protection of the business of the Company.