Del Monte Corp. Supplemental  Executive Retirement Plan (Fourth Restatement)



 Exhibit 10.4 
 DEL MONTE CORPORATION 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 (Fourth Restatement) 
 As amended
and restated effective January 1, 2009 







 DEL MONTE CORPORATION 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 ARTICLE 1     Definitions
	  	1
	 Section 1.1.
	  	Actively Employed	  	1
	 Section 1.2.
	  	Actuarial Equivalent Value	  	1
	 Section 1.3.
	  	Additional Benefits Plan	  	2
	 Section 1.4.
	  	Affiliate	  	2
	 Section 1.5.
	  	Annuity Starting Date	  	2
	 Section 1.6.
	  	Applicable Mortality Table	  	2
	 Section 1.7.
	  	Beneficiary	  	2
	 Section 1.8.
	  	Board	  	2
	 Section 1.9.
	  	Cause	  	2
	 Section 1.10.
	  	Claimant	  	3
	 Section 1.11.
	  	Code	  	3
	 Section 1.12.
	  	Committee	  	3
	 Section 1.13.
	  	Compensation	  	3
	 Section 1.14.
	  	Compensation Credits	  	4
	 Section 1.15.
	  	Corporation	  	4
	 Section 1.16.
	  	Del Monte Foods Company	  	4
	 Section 1.17.
	  	Effective Date	  	4
	 Section 1.18.
	  	Employer	  	4
	 Section 1.19.
	  	Excess Plan	  	4
	 Section 1.20.
	  	Final Average Compensation	  	5
	 Section 1.21.
	  	Gross Benefit	  	5
	 Section 1.22.
	  	Heinz Participant Preservation Arrangement	  	5
	 Section 1.23.
	  	Interest Factor	  	5
	 Section 1.24.
	  	Net Benefit	  	5
	 Section 1.25.
	  	Participant	  	5
	 Section 1.26.
	  	Plan	  	5
	 Section 1.27.
	  	Plan A	  	5
	 Section 1.28.
	  	Plan Administrator	  	5
	 Section 1.29.
	  	Plan Year	  	5
	 Section 1.30.
	  	PRA	  	5
	 Section 1.31.
	  	Retirement Contribution Account	  	6
	 Section 1.32.
	  	Section 417 Rate	  	6
	 Section 1.33.
	  	Service	  	6
	 Section 1.34.
	  	Specified Employee	  	6
	 Section 1.35.
	  	Termination of Employment	  	6
	 ARTICLE 2     Participation and Eligibility for Benefits
	  	6
	 Section 2.1.
	  	Participation	  	6
	 Section 2.2.
	  	Eligibility for Benefits	  	7
	 Section 2.3.
	  	Death	  	7

  

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	 ARTICLE 3     Benefits
	  	7
	 Section 3.1.
	  	Amount of Benefits	  	7
	 Section 3.2.
	  	Payment of Benefits	  	9
	 Section 3.3.
	  	Benefits in Cases of Reemployment	  	9
	 ARTICLE 4     Administration and Authority
	  	10
	 Section 4.1.
	  	Corporation and Board of Directors	  	10
	 Section 4.2.
	  	Committee; Organization	  	10
	 Section 4.3.
	  	Powers and Responsibility	  	11
	 Section 4.4.
	  	Expenses	  	13
	 Section 4.5.
	  	Indemnity of Committee	  	13
	 ARTICLE 5     Amendment and Termination
	  	13
	 Section 5.1.
	  	Right to Terminate	  	13
	 Section 5.2.
	  	Amendment	  	14
	 ARTICLE 6     Miscellaneous
	  	14
	 Section 6.1.
	  	Headings	  	14
	 Section 6.2.
	  	Unfunded Plan	  	14
	 Section 6.3.
	  	Authorization for Trust	  	14
	 Section 6.4.
	  	No Employment Rights	  	14
	 Section 6.5.
	  	Benefits Not Assignable or Transferable	  	14
	 Section 6.6.
	  	Laws Applicable	  	14
	 Section 6.7.
	  	FICA and Other Taxes	  	15
	 Section 6.8.
	  	Acceleration of Payment	  	15
	 Section 6.9.
	  	Special Rules for Delayed Payment	  	15
	 ARTICLE 7     Claims Procedure
	  	16
	 Section 7.1.
	  	Filing of a claim for benefits	  	16
	 Section 7.2.
	  	Notification to claimant of decision	  	16
	 Section 7.3.
	  	Appeal Process	  	17
	 Section 7.4.
	  	Decision on Appeal	  	17
	 Section 7.5.
	  	Effect of Extensions	  	17
	 Schedule A     Gross Benefit Based on Service and Final Average Compensation (FAC)
	  	1

  

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 DEL MONTE CORPORATION 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 DEL MONTE CORPORATION, a Delaware corporation, adopted the
“Supplemental Executive Retirement Plan for Former Employees of the Heinz Group” (the “Heinz Plan”), effective as of December 20, 2002, in order to compensate eligible executive employees for retirement benefits which cannot
be paid under the Corporation’s qualified plans because of statutory limitations and to aid in the retention of such employees and to comply with the terms of the Agreement and Plan of Merger dated as of June 12, 2002, among H. J. Heinz
Company, Del Monte Foods Company, SKF Foods Inc. and the Corporation. Effective as of January 1, 2005, Del Monte Corporation has amended and restated the Heinz Plan, re-named the Heinz Plan as the “Del Monte Corporation Supplemental
Executive Retirement Plan” (the “Plan”), expanded the group of eligible employees and adjusted for offsets for other benefits paid. Effective as of June 1, 2006, Del Monte Corporation has amended and restated the Plan to allow
participation by otherwise eligible individuals who are employed by subsidiaries of the Corporation, clarify the definition of “service,” and eliminate the December 20, 2007 vesting requirement for employees who are terminated without
cause in connection with the Transformation Plan announced by Del Monte Foods Company on June 22, 2006. 
 The Plan is intended to be
“unfunded” and maintained “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” for purposes of ERISA. Accordingly, the Plan is not intended to be covered
by Parts 2 through 4 of Subtitle B of Title I of ERISA. The existence of any trust fund as may be established from time to time is not intended to change this characterization of the Plan. 
 Compliance 
 This Plan is intended to comply with the American Jobs Creation Act
of 2004 and new Internal Revenue Code Section 409A and the regulations and guidance thereunder from and after January 1, 2005. This Plan was operated in good faith compliance in 2005, 2006, 2007 and 2008 in compliance with Notice 2005-1
and subsequent notices of transition relief under Code Section 409A. This Plan is amended and restated as of January 1, 2009. 







 ARTICLE 1 
 Definitions 
 Unless otherwise required by the context, capitalized terms used herein shall
have the meanings set forth in this Article 1. Any capitalized term not specifically defined herein shall have the meaning set forth in the PRA. 
 Section 1.1. Actively Employed shall mean an Employee on the Corporation’s active payroll, including Employees on approved leaves of absence, who have not had a Termination of Employment. 
 Section 1.2. Actuarial Equivalent Value shall mean a benefit or amount of equivalent value determined as follows: 
 (a) For the purpose of converting an annuity in one form to any other form of annuity, an interest rate of 8 % and the UP-84
Mortality Table is used. 
 (b) For the purpose of determining a lump sum present value of an annuity benefit or other lump
sum amount: 
  

	 	(i)	The lump sum present value of a Participant’s benefit based on his PRA Credit Balance or other cash balance pension plan is an amount equal to the Credit Balance (or cash
balance plan account balance) as of the Valuation Date for such date, and if such date is not the same date as used under this Plan, increased as described in Section 3.1(b)(ii) for each month from such date to the determination date under this
Plan. 

  

	 	(ii)	The lump sum present value of a Participant’s defined contribution plan benefit is the account balance as of the determination date for purposes of determining the benefit
under this Plan or, if frozen or otherwise determined prior to such date, the account balance as of such date increased as described in Section 3.1(b)(ii) to the Plan. 

  

	 	(iii)	The lump sum present value of an annuity is an amount equal to the lump sum present value of the benefit expressed as an Actuarially Equivalent Single Life Annuity payable at Normal
Retirement Date and present valued using the Section 417 Rate and Applicable Mortality Table determined for the first day of the Plan Year in which the determination date for this Plan occurs. 

 (c) For all other purposes and where not specifically provided otherwise, an interest rate of 8% and the UP-84 Mortality Table are used.

  

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 Section 1.3. Additional Benefits Plan shall mean the Del Monte Corporation
Additional Benefits Plan, as amended from time to time, or any successor plan thereto with respect to any benefit under that plan based on a defined benefit plan formula. Effective as of January 1, 2005, the Del Monte Corporation Supplemental
Benefits Plan was merged into the Additional Benefits Plan so that all excess benefits would be paid from a single plan. The time and form of benefits provided under the Additional Benefits Plan are the same as provided under this Plan. 

Section 1.4. Affiliate shall mean as of any date, (i) the Corporation, and (ii) any company, person or
organization which, on such date, (A) is a member of the same controlled group of corporations (within the meaning of Code §414(b)) as is the Corporation; (B) is a trade or business (whether or not incorporated) which controls, is
controlled by or is under common control with [within the meaning of Code §414(c)] the Corporation; (C) is a member of an affiliated service group [as defined in Code §414(m)] which includes the Corporation; or (D) is required to
be aggregated with the Corporation pursuant to regulations promulgated under Code §414 (0). 
 Section 1.5. Annuity
Starting Date shall mean the first day of the month following the Participant’s death or Termination of Employment. 
 Section 1.6. Applicable Mortality Table shall mean the mortality table prescribed in Rev. Rul. 2001-62 
 Section 1.7. Beneficiary shall mean the person or persons designated by the Participant to receive any death benefit paid under Section 3.1(c) of the Plan as set forth on a form filed with the Plan
Administrator or, in the absence of such form, the Participant’s Beneficiary designated under PRA or, in the absence of a PRA Beneficiary, the Beneficiary designated under the Participant’s Del Monte life insurance beneficiary form or, in
the absence of a life insurance Beneficiary, pursuant to the descent and distribution laws of the Participant’s state of residence. 
 Section 1.8. Board shall mean the Board of Directors of the Corporation or its duly appointed delegate or delegates. 
 Section 1.9. Cause shall mean 
 (a) (i) the same definition for
“Cause” set forth in any employment agreement between the Participant and the Corporation in effect when the event(s) occur, or, in the absence of such an employment agreement, any of the following: (ii) any act of theft,
misappropriation, embezzlement, intentional fraud or similar conduct by the Participant involving the Corporation or any Affiliate; (iii) 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 the Participant; (iv) any damage of a material nature to the business or property of the Corporation or any Affiliate caused by the Participant’s willful or grossly negligent conduct;
or (v) the Participant’s failure to act in accordance with any specific lawful instructions given to Participant in connection with the performance of his duties for the Corporation or any Affiliate. 
  

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 (b) Participant shall be deemed to have been terminated for Cause (i) on the date
and as determined by the Board, if Participant is employed by the Corporation pursuant to a written employment agreement, or (ii) on the date and as determined by the Plan Administrator for all other Participants. The designation of termination
for Cause by the Plan Administrator under this Plan shall not be used for any other purpose and shall not be used against either the Corporation or any Participant. 
 Section 1.10. Claimant shall have the definition set forth in Article 7. 
 Section 1.11. Code shall mean the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended from time to time. 
 Section 1.12. Committee shall mean the Corporation’s “Del Monte Corporation Compensation and Employee Benefits
Committee of the Board of Directors.” 
 Section 1.13. Compensation shall mean: 
 (a) “Compensation” includes basic salary, overtime, shift differential, commissions, sales bonuses paid in cash, plus amounts
deferred under qualified cash or deferred arrangements, such as before-tax contributions to plans sponsored by the Employer through employee benefit plans maintained under Code Sections 401(k) and 125. Compensation does not include awards under the
Employer’s long term incentive or commendation award program plans, any amounts realized on account of the award, exercise or sale of Del Monte Foods Company stock or its equivalent under Employer compensation or incentive programs involving a
stock-related award; Employer contributions (other than contributions on account of employee elections to defer salary under Code Sections 401(k) or 125 or 132(f)) under any employee benefit plan, including any savings plan, bonus or other awards
payment of which has been deferred, severance payments unless made in the form of salary continuation and prior to the date of termination of employment, moving expenses, housing differential, lump sum vacation payments in lieu of taking vacation,
and any amounts of additional W-2 income representing taxable employee benefits and corresponding Employer payments of additional withholding on taxable employee benefits (commonly referred to as “grossed up compensation”). Compensation is
adjusted as described in subsections (b), (c) and (d) below. For a Participant who participated in the Heinz Participant Preservation Arrangement, Compensation prior to December 20, 2002 is maintained for the applicable Participant on
a schedule maintained by the Plan Administrator. 
 (b) Compensation shall include any amounts excluded under the PRA by
reason of Code sections 401(a)(17) and 415. 
 (c) For any Annual Incentive Plan bonus awarded to a Participant, whether the
amount is paid in cash or deferred, Compensation shall include such amount in the Plan Year that awards are paid generally to employees who have not deferred any bonus amount. 
 (d) Compensation shall not include any amount of compensation, paid or deferred, attributable to fringe benefits (including,
without limitation, car allowances and the value of any insurance benefit), perquisites, sign-on bonuses, or other special type of bonus. 
  

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 Section 1.14. Compensation Credits shall mean Compensation, but excluding
amounts described in Section 1.13(b) and (c), of the Participant for a calendar month multiplied by the Accruing Factor. The Accruing Factor is a percentage of monthly Compensation as follows: 
  

				
	 Participant Age
	  	% of Monthly
Compensation	 
	 Below age 30
	  	3	%
	 At least 30 but below 35
	  	4	%
	 At least 35 but below 40
	  	5	%
	 At least 40 but below 45
	  	6	%
	 At least 45 but below 50
	  	8	%
	 At least 50 but below 55
	  	10	%
	 At least 55 but below 60
	  	11	%
	 At least 60 but below 65
	  	12	%
	 Age 65 and over
	  	13	%

 (a) Participant Age is attained age as of the end of the calendar month.

 (b) The Compensation Credit is rounded to the nearest whole cent. 
 Section 1.15. Corporation shall mean Del Monte Corporation, a Delaware corporation, or any successor thereto. 
 Section 1.16. Del Monte Foods Company shall mean Del Monte Foods Company, a Delaware corporation. 
 Section 1.17. Effective Date shall mean the effective date of this amendment and restatement, January 1, 2009.

 Section 1.18. EBC shall mean the Del Monte Corporation Employee Benefits Committee. 
 Section 1.19. Employer shall mean the Corporation and any Affiliate of the Corporation. 
 Section 1.20. Excess Plan shall mean the Corporation’s “Del Monte Corporation Employees Retirement and Savings
Excess Plan,” as amended from time to time, under which an account is maintained for certain Participants which was frozen, other than for earnings, from and after December 31, 2004. 
  

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 Section 1.21. Final Average Compensation shall mean the average annual
Compensation of a Participant during the five (5) highest compensated years of the Participant’s last ten (10) years of Service, or of the Participant’s entire Service if Service is less than five (5) years. If a Participant
has five (5) or more, but fewer than ten (10) years of Service, the five (5) highest compensated years of the Participant’s entire period of Service shall be used. To the extent needed to determine the five (5) highest
compensated years, Compensation determined in the Heinz Participant Preservation Arrangement may be used. Annual Compensation shall be determined on the basis of a calendar year. 
 Section 1.22. Gross Benefit shall have the definition set forth in Article 3, Section 3.1. 
 Section 1.23. Heinz Participant shall mean an employee who was a participant in the Plan immediately prior to
December 20, 2002 and is identified on a list maintained by the Committee. 
 Section 1.24. Heinz Participant Preservation
Arrangement shall mean the data maintained by the Plan Administrator with respect to eligible employees who were participants in the Plan immediately prior to the December 20, 2002 original effective date of the Plan and their
compensation with respect to this Plan for periods prior to December 20, 2002. 
 Section 1.25. Interest
Factor shall mean, for a given month from and after June 1, 2001, the sum of (i) the annual rate of the 6-month Treasury bill for that given month, plus (ii) 1.5%, that sum (iii) divided by 12 to produce a monthly
rate as of the first day of such given month; provided that for each Plan Year the effective annual rate for that Plan Year shall not be less than 4.5%. The 6-month Treasury bill rate for a given calendar month will be determined based on the rate
published in the Federal Reserve Bulletin H.15 in the immediately preceding month as the rate for 6-month Treasury bills for the second preceding month. 
 Section 1.26. Net Benefit shall have the definition set forth in Article 3, Section 3.1. 
 Section 1.27. Participant shall have the definition set forth in Article 2. 
 Section 1.28. Plan shall mean the “Del Monte Corporation Supplemental Executive Retirement Plan”, formerly known as the “Del Monte Corporation Supplemental Executive Retirement Plan for Former
Employees of the Heinz Group”, as set forth herein and as amended from time to time. 
 Section 1.29. Plan A
shall mean the “Employees’ Retirement System of H. J. Heinz Company (“Plan A”) for Salaried Employees,” as in effect immediately prior to December 20, 2002, as sponsored by H. J. Heinz Company. 
 Section 1.30. Plan Administrator shall have the definition set forth in Article 4. 
 Section 1.31. Plan Year shall mean a calendar year. 
 Section 1.32. PRA shall mean the “Del Monte Corporation Retirement Plan for Salaried Employees,” as in effect from
time to time. 
  

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 Section 1.33. Retirement Contribution Account shall mean the separate
Retirement Contribution Account maintained under the Del Monte Savings Plan as of December 31, 2004 with respect to profit sharing contributions and which includes the Retirement Savings Account for any Participant which was transferred from
the “H. J. Heinz Company Employees Retirement and Savings Plan” to the Del Monte Savings Plan on or about February 2004. 
 Section 1.34. Section 417 Rate shall mean the annual interest rate on 30-year Treasury securities (constant maturities) applicable for the month containing the Annuity Starting Date (or for any other month,
as applicable) as specified by the Internal Revenue Service in revenue rulings, notices or other guidance published in the Internal Revenue Bulletin for the second month preceding the month for which the Annuity Starting Date or other date is
determined. 
 Section 1.35. Service shall mean the Period of Service under PRA for vesting purposes and the
years of service identified for any Participant listed in the Heinz Participant Preservation Arrangement but only to the extent not included in the Period of Service under PRA; provided, that Service shall not include any Period of Severance nor any
Period of Service that is recognized by PRA for vesting purposes as past service credit with an non-affiliated employer or predecessor employer (“Prior Employer”) unless liabilities for such service from the Prior Employer’s qualified
plan have been transferred to PRA or another pension plan of the Corporation and there is a reduction under Section 3.1(b)(vi) of this Plan on account of such liability; provided that no such service shall be credited under this Plan until the
Participant has completed three (3) Years of Service with the Employer at the Vice President grade or higher, without regard to any service with a Prior Employer or the Employer. 
 Section 1.36. 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 Corporation or its Affiliates. If a person is a Specified Employee as of
December 31 of the preceding Plan Year, he or she is treated as a Specified Employee for the 12-month period beginning on April 1 of the Plan Year. For purposes of this Section 1.36, 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 Corporation 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). 
 Section 1.37. Termination of Employment shall mean the ceasing of employment with the Corporation and any Affiliate,
voluntarily or involuntarily, for any reason and shall be a separation from service within the meaning of Code Reg. § 1.409A-1(h). Termination of Employment includes death, except as otherwise provided herein. 
 ARTICLE 2 
 Participation and
Eligibility for Benefits 
 Section 2.1. Participation. Participants in this Plan are those individuals
Actively Employed by the Corporation, and any Employer other than the Corporation with the consent of the Committee, at Grade level 40 and above, as well as those Employees participating in this Plan immediately prior to the Effective Date, as
identified in the Heinz Participation Preservation Arrangement. 
  

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 Section 2.2. Eligibility for Benefits. 
 (a) A Participant who ceases to be employed by the Employer shall be entitled to the benefits under the Plan described in Article 3 if the
following conditions have been met as of the date of Termination of Employment: 
  

	 	 (i)
	 attainment of his or her 55th birthday, and 


  

	 	(ii)	completion of five (5) years of Service, and 

  

	 	(iii)	for any Participant who is not a Heinz Participant and who has a Termination of Employment after December 31, 2007, has completed at least three (3) years of Service with
the Employer at a Vice President or higher grade. 

 (b) Notwithstanding the foregoing, if a Participant has a
Termination of Employment for Cause, the Participant shall forfeit any benefit under this Plan. 
 Section 2.3. Death.
If a Participant dies while Actively Employed by the Employer (or after Termination of Employment other than on account of death and before payment has been made pursuant to Section 3.2) and after meeting the age and service requirements
for a retirement benefit under Section 2.2, a benefit shall be payable to the Participant’s surviving Beneficiary as provided in Section 3.1(d). 
 ARTICLE 3 
 Benefits 
 Section 3.1. Amount of Benefits. The amount of benefits payable under the Plan to a Participant who is eligible under
Section 2.2 shall be as follows: 
 (a) A lump sum amount determined as of the Participant’s Termination of
Employment equal to Final Average Compensation times the multiple based on the Participant’s Service at Termination of Employment to the nearest whole year determined according to the table set forth in Schedule A (the “Gross
Benefit”), reduced by the amounts under section (b) and offset by the amounts determined under section (c) below, to produce the benefit payable (the “Net Benefit”). 
 (b) The Gross Benefit amount of a Participant shall be reduced by each one of the following amounts applicable to a Participant, each
expressed as a lump sum amount payable at the Participant’s Termination of Employment, determined as follows: 
  

	 	(i)	the frozen accrued benefit payable to the Participant under Plan A, as set forth on a list maintained by the Plan Administrator, and as adjusted in accordance with the factors on
Schedule B as equivalent to a lump sum payment as of the Participant’s date of Termination of Employment; 

  

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	 	(ii)	the amount of Participant’s Retirement Contribution Account as of December 31, 2004, as set forth on a list maintained by the Plan Administrator, and increased monthly by
interest credits that equals the account balance determined under this subsection 3.1(b)(ii) as of the last day of the immediately preceding calendar month multiplied by the Interest Factor, where interest credits are applied from January 1,
2005 until the date of Termination of Employment; 

  

	 	(iii)	the Participant’s Credit Balance in the PRA as of December 31, 2008 increased monthly by interest credits that equal the account balance determined under this subsection
3.1(b)(iii) as of the last day of the immediately preceding calendar month multiplied by the Interest Factor where interest credits are applied from January 1, 2009 until the Date of Termination of Employment plus increased monthly by
Compensation Credits, if any, for each month from January 1, 2009 until the Date of Termination of Employment; 

  

	 	(iv)	the Actuarial Equivalent lump sum amount equal to the accrued benefit or account balance of the Participant upon the closing of any acquisition of any business or assets, as
designated by the Plan Administrator, where the Employer or any Affiliate assumes such benefit or account balance (whether or not qualified under Code Section 401, domestic or foreign) but only to the extent that there is a corresponding past
service credit under PRA and only if approved by the Committee as consistent with the acquisition, with interest from the closing date to the date of Termination of Employment in the manner determined in Section 3.1(b)(ii).


 (c) The Gross Benefit, after reduction under (b) above, of a Participant shall be offset by one or more
of the following amounts from a nonqualified plan of the Corporation providing a benefit payable at the same time and same form as under this Plan, as reported under that plan, determined as an Actuarial Equivalent lump sum amount payable at the
Participant’s Termination of Employment determined as follows: 
  

	 	(i)	the account balance payable to the Participant under Section 3.2(b) of the Additional Benefits Plan as of the date of Termination of Employment; and 


 

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	 	(ii)	the account balance, if any, payable to the Participant under the Excess Plan as of the date of Termination of Employment; and 

  

	 	(iii)	the lump sum amount of any protected benefit determined under Section 9.2(b) of the Additional Benefits Plan as of the date of Termination of Employment.


 (d) If a Participant dies while Actively Employed (or
after Termination of Employment and before payment has been made pursuant to Section 3.2) and the Participant would have been entitled to a Net Benefit described in subsections (a) – (c) above if the Participant had a Termination
of Employment as of the date of death, the deceased Participant’s surviving Beneficiary shall receive a lump sum payment equal to 85% of the Participant’s Net Benefit and payable on the thirtieth (30th) day following the date of death. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d). To the
extent permitted, this benefit shall be considered to be a death benefit within the meaning of Treas. Reg. § 1.409A-1(b)(5). 
 (e) In determining the Net Benefit amount for any Participant, if the benefit amount under subsection 3.1(c), or 3.1(b)(iii) with respect to periods prior to December 31, 2008, at termination of employment is determined based on a
benefit that has been reduced or offset prior to the date of termination of employment on account of (i) the assignment of any benefit under a qualified domestic relations order (“QDRO”), (ii) an in-service distribution, or
(iii) a prior distribution, the benefit under subsections 3.1(c) or (b), as applicable, at termination of employment will be increased on an Actuarial Equivalent basis to take into account the prior QDRO or distribution before being applied to
reduce the Gross Benefit under Section 3.1(b) and (c). 
 Section 3.2.
Payment of Benefits. The Plan benefit payable to a Participant under Section 3.1, shall be paid in a cash lump sum in the seventh (7th) full calendar month following the Participant’s Termination of Employment other than for death. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

 Section 3.3. Benefits in Cases of Reemployment. The Plan benefit payable upon Termination of Employment to a
Participant who was reemployed after having received a lump sum payment under the Plan upon a previous Termination of Employment shall be the amount otherwise determined under Section 3.1 reduced by the amount of the previous payment increased
by interest credits determined in the same manner as under Section 3.1(b)(ii) from the date of the prior payment through the subsequent Termination of Employment, but not reduced to less than zero. 
  

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 ARTICLE 4 
 Administration and Authority 
 Section 4.1. Corporation and Board of
Directors. 
 (a) General Responsibilities: The Corporation, as Plan Sponsor acting by its Board, shall have
the following authority and responsibilities: 
  

	 	(i)	to establish, amend and modify the Plan and its plan design; 

  

	 	(ii)	to terminate the Plan, in whole or in part; 

  

	 	(iii)	to merge, spin-off, or otherwise combine the Plan with any other plan of the Corporation and its Affiliated Companies or in connection with any acquisition or disposition of
Corporation business, to the extent permitted by law; 

  

	 	(iv)	to determine the amount, level and timing of Corporation contributions to the Plan, if any; and 

  

	 	(v)	to exercise all other authority and responsibility of a plan sponsor generally. 

 (b) Other Responsibilities. The Corporation, acting by its Board of Directors, also has the following responsibility with respect
to the Plan to appoint the members of the Committee and to monitor its performance. 
 (c) Authority of Participating
Companies. Notwithstanding anything herein to the contrary, and in addition to the authority and responsibilities specifically given to the Participating Companies in the Plan, the Corporation, in its sole discretion, may grant the Participating
Companies such authority and charge them with such responsibilities as the Corporation deems appropriate. 
 Section 4.2.
Committee; Organization. 
 (a) The Committee shall conduct its business for the Plan in accordance with
rules and procedures it has established and in accordance with the directions of the Board of Directors. Its members shall serve as such without compensation. 
 (b) In addition to those powers set forth elsewhere in the Plan, the Committee may appoint such agents, who need not be members of such
Committee, as it may deem necessary for the effective performance of its duties and may delegate to such agents such of its powers and duties, whether ministerial or interpretive, as the Committee may deem expedient or appropriate. The compensation
of such agents who are not full-time employees of a Participating Company shall be fixed by the Committee. Any such person may resign by delivering a written resignation to the Board or will be deemed to have resigned upon Termination of Employment
with all Participating Companies or upon transfer to a position which has no relation to the responsibilities and duties delegated by the Board. Vacancies created by any reason may be filled by the appropriate Board or the assigned responsibilities
may be reabsorbed or redelegated by the Board. 
  

 10 








 Section 4.3. Powers and Responsibility. This Plan shall be administered by
the Committee. The Committee shall also have the discretion and authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan, consistent with the Committee’s Charter. The EBC shall have the authority to make any legal or administrative amendments to the Plan consistent with the EBC
Charter. Any member of the Committee, or as applicable of the EBC, must recuse himself or herself on any matter regarding the disposition of their own claim or appeal under the Plan that comes before the Committee or the EBC. The Committee
shall have the following duties and responsibilities, without limiting such duties and responsibilities under Section 3(16) of ERISA, with respect to the Plan as a “Benefit Plan”, which includes all qualified and non-qualified
employee benefit plans and welfare benefit plans of the Corporation: 
 (a) to act as the Plan Administrator, as defined by
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for each Benefit Plan and, as such, to be the named fiduciary for each ERISA plan; 
 (b) to amend or modify any Benefit Plan or to undertake any correction of terms or actions regarding a Benefit Plan that may not have been
in compliance, to bring the Benefit Plan into compliance with applicable law, including statutes, regulations, administrative pronouncements or judicial decisions; 
 (c) to cause the filing of all tax returns and other filings required by any government agency with respect to each Benefit Plan, to cause
any communications to participants and beneficiaries required by law to be made, to cause applicable fiduciary bonding to be obtained, and to direct legal compliance of each Benefit Plan generally; 
 (d) to determine the eligibility for and benefits delivered under each Benefit Plan, and in connection therewith, to interpret the terms
of each Benefit Plan, and to establish, revise and monitor procedures for determination of claims for benefits, and to make the final decision under any such claims procedure, unless otherwise duly delegated to another person or body; 
 (e) to engage service providers for any Benefit Plan, including, actuaries, accountants, insurance carriers, recordkeepers, third party
administrators, consultants and other professionals; 
 (f) to modify, amend, terminate, merge or otherwise administer any
Benefit Plan to comply with and carry out the terms and conditions of any written contract or agreement of sale or acquisition, duly authorized by the Board, of the Corporation or any subsidiary, division, line of business or other portion of the
assets of the Corporation; 
 (g) to implement any decision of the Board to establish, modify or amend any Benefit Plan;

 (h) to implement any decision of the Board to merge or transfer assets and liabilities with any other existing or newly
established Corporation-sponsored Benefit Plan; 
  

 11 








 (i) to implement any decision of the Board to terminate any Benefit Plan, in whole or in
part; 
 (j) to cause the appropriate data to be maintained with respect to each Benefit Plan and to cause such data to be
provided to and obtained from each administrator, recordkeeper, service provider, trustee or other party administering such Benefit Plan; 
 (k) to advise the Board with respect to changes in the Benefit Plans, establishment of any new Benefit Plan, decreases or increases to benefits, including the overall level of coverage or benefits, the benefit forms
or options, the level of participant contribution rates, the Corporation’s contributions or funding for any Benefit Plan, as necessary or appropriate; 
 (l) to report periodically to, and as requested by, the Board with respect to significant developments concerning the Benefit Plans and employee benefits generally; 
 (m) to act as the named investment fiduciary for each of the Benefit Plans for which some or all of the benefit obligation is funded
through a trust or other investment vehicle separate from the general assets of the Corporation (the “Funded Plans”) and to appoint investment managers for the Funded Plans, as appropriate; 
 (n) to establish investment guidelines for any Funded Plans consistent with the legal responsibilities under ERISA, including
diversification of investments and, as appropriate, compliance with ERISA section 404(c) as amended and the investment options available to participants in a Benefit Plan; 
 (o) to monitor the performance of the trustee, investment managers and other investment fiduciaries of any Funded Plan; 
 (p) to adopt and change, as needed, actuarial assumptions and rates as may be required to determine benefits under any Benefit Plan;

 (q) to delegate to the appropriate persons, committee, officer, manager or employee of the Corporation such of its duties
and responsibilities as it may deem appropriate, including, authority for all routine, normal and administrative actions for each Benefit Plan, and any third party may rely on any certification of delegation issued by the Chairman or the Committee;
and 
 (r) to take all other actions requested or directed by the Board in the furtherance of the duties and responsibilities
delegated hereunder. 
 All interpretations, determinations and decisions of the Plan Administrator in respect of any matter hereunder shall
be final, conclusive and binding upon all persons claiming an interest under the Plan, subject to the appeals process pursuant to Section 7.2, and further subject to any powers or authority reserved to the Committee hereunder. Benefits under
this Plan will be paid only if the Plan Administrator decides in its sole discretion that the Claimant is entitled to them. 
  

 12 








 Section 4.4. Expenses. The Corporation shall pay all expenses of administering the Plan.

 Section 4.5. Indemnity of Committee. The Corporation shall jointly and severally indemnify and hold harmless the
members of the Committee against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee or any of its members.

 ARTICLE 5 
 Amendment and Termination 
 Section 5.1. Right to Terminate. The Board reserves the right to
terminate the Plan at any time. The Board has the right to terminate or suspend any future benefit accrual. The Board in its sole discretion has the right to unilaterally terminate this Plan and provide for accelerated payment of benefits that may
be vested hereunder to the extent permitted under Code Section 409A, including: 
 (a) within twelve (12) months of
a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the
latest of: 
  

	 	(i)	the calendar year in which the Plan terminates under this subsection; 

  

	 	(ii)	the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or 

  

	 	(iii)	the first calendar year in which the payment is administratively practicable. 

 (b) within the thirty (30) days preceding or the twelve (12) months following a change in control event (as defined in Code Reg.
Section 1.409A-3(i)(5)); provided that all substantially similar arrangements for the Participant are also terminated; or 
 (c) at any time if all arrangements that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) are terminated and liquidated and no payments other than payments that would be payable under the terms of the Plan if the
termination had not occurred are made within twelve (12) months of the termination and all payments are made within twenty-four (24) months of the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan
(the “Termination Date”) and no new arrangement that would be aggregated with the Plan under Code Reg. Section 1.409A-1(c) is adopted within three (3) years following the Termination Date; or 
 (d) at such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published
in the Internal Revenue Bulletin. 
  

 13 








 Section 5.2. Amendment. The Board may, at any time, amend or modify the Plan in whole or in
part; provided, however, that no amendment or modification shall be effective to decrease the vested portion of a Participant’s accrued benefit, calculated as though the Participant had experienced a Termination of Employment as
of the effective date of the amendment or modification. In addition, no amendment or modification of the Plan shall affect the right of any Participant or Beneficiary who was eligible to or did have a Termination of Employment or incurred a
Disability on or before the effective date of such amendment or modification to receive benefits in the manner designated. 
 ARTICLE 6

 Miscellaneous 
 Section 6.1. Headings. The headings are for reference only. In the event of a conflict between a heading and the content of a Section, the content of the Section shall control. 
 Section 6.2. Unfunded Plan. The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect
to segregating any assets of the Employer for payment of any benefits hereunder. The right of a Participant or a Beneficiary to receive a benefit hereunder shall be an unsecured claim against the general assets of the Employer, and neither the
Participant nor a Beneficiary shall have any rights in or against any specific assets of the Employer. The Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA. 
 Section 6.3. Authorization for Trust. Notwithstanding Section 6.2, the Corporation may, but shall not be required to, establish
one or more trusts, with such trustee as the Plan Administrator may approve, for the purpose of providing for the payment of Plan benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the
Employer’s creditors. To the extent any benefits under the Plan are actually paid from any such trust, the Employer shall have no further obligation with respect thereto, but to the extent not so paid, such amounts shall remain the obligation
of, and shall be paid by, the Employer. 
 Section 6.4. No Employment Rights. Nothing contained in the Plan shall be
construed as a contract of employment between the Employer and any Participant or as a right of any Participant to be continued in employment or as a limitation on the right of any Employer to terminate the employment of any Participant, at anytime,
with or without Cause. 
 Section 6.5. Benefits Not Assignable or Transferable. No right or interest of any Participant
in the Plan (or Beneficiary, if applicable) shall be assignable or transferable, or subject to any lien, in whole or in part, either directly or by operation of law, or otherwise including, without limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner. The Plan shall not be liable for, or be subject to, any obligation or liability of such Participant or Beneficiary. 
 Section 6.6. Laws Applicable. The Plan shall be governed by, and construed in accordance with, the laws of the state of California, to the extent not inconsistent with any applicable provision of
ERISA. 
  

 14 








 Section 6.7. FICA and Other Taxes. The Corporation shall withhold an amount equal to
the federal, state and local income taxes and other amounts required by law to be withheld with respect to any amounts deferred or benefits received under this Plan. The Participant shall be responsible for the payment of any federal, state or local
income or other taxes on account of the payment of any benefits under this Plan. 
 Section 6.8. Acceleration of Payment.
Notwithstanding the provisions of the Plan to the contrary, the distribution of benefits under the Plan may be accelerated, in accordance with Code Section 409A and the rules and regulations thereunder, including, but not limited to,
acceleration in connection with the following: 
 (a) Acceleration is permitted to make payment to an individual other than
the Participant as necessary to comply with the provisions of a domestic relations order (as defined in Code Section 414(p)(1)(B)). 
 (b) Acceleration is permitted to make payments as necessary to comply with the provisions of a certificate of divestiture (as defined in Code Section 1043(b)(2)). 
 (c) Acceleration is permitted to make payments of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2) on compensation
deferred under the Plan, or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and to pay the
additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount,
and the income tax withholding related to such amount. 
 (d) Upon a good faith, reasonable determination by the Corporation,
upon advice of counsel, that the Plan fails to meet the requirements of Code Section 409A with respect to a Participant and the regulations thereunder, acceleration is permitted to make payments to the Participant not to exceed the amount
required to be included in income as a result of any such failure. 
 Section 6.9. Special Rules for Delayed
Payment. 
 (a) 162(m) Compliance. A payment may be delayed, to the extent that the Committee reasonably
anticipates that if the payment were made as scheduled, the Corporation’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m), in accordance with Code Reg. §1.409A-2(b)(7)(i).

 (b) Legal Compliance. A payment may be delayed where the Committee reasonably anticipates that the making of the
payment will violate Federal securities laws or other applicable law; provided that the payment is made at the earliest date at which the Committee reasonably anticipates that making such payment will not cause such a violation of law. The making of
a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law. 
  

 15 








 (c) Delay for Specified Employees. If a Participant is a Specified Employee, as
determined under Internal Revenue Code Section 409A(a)(2)(B)(i) with respect to the Corporation and its affiliates, and payment is made on account of the Participant’s Termination of Employment, no payment is made before a date that is six
months after the date of such event unless a later payment date is specified under the Plan. Payments that would have been made during the six-month delay shall be accumulated and paid on the first business day of the seventh month after the date of
such event. As permitted under Code Section 409A, this delay shall not apply to any payment under a domestic relations order or for payment of taxes or such other event as may be provided in regulation and guidance issued by the Internal
Revenue Service. 
 (d) Other Delayed Payments. The Committee may direct the delay of any payment upon such other
events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin. 
 ARTICLE 7 
 Claims Procedure 
 Section 7.1. Filing of a claim for benefits. If a Participant, Beneficiary or other person (the “Claimant”)
believes that he or she is entitled to benefits under the Plan which are not paid to the Claimant or which are not being accrued for the Claimant’s benefit, he or she shall file a written claim for such benefit with the Plan Administrator. Any
person acting as, or as part of, the Plan Administrator must recuse himself or herself on any matter regarding the disposition of their own claim or appeal under the Plan that comes before the Plan Administrator pursuant to this Article 7.

 Section 7.2. Notification to claimant of decision. Within 90 days after receipt of a claim by the Plan
Administrator (or within 180 days if special circumstances require an extension of time, as determined by the Plan Administrator in its sole discretion), the Plan Administrator shall notify the Claimant of the decision with regard to the claim. In
the event of such special circumstances requiring an extension of time, there shall be furnished to the Claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances
and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the Claimant, and shall set forth: 
 (a) the specific reason or reasons for the denial; 
 (b) specific reference to pertinent provisions of the Plan on which the denial is based; 
 (c) a description of additional material or information necessary, if any, for the Claimant to perfect the claim; and 
 (d) an explanation of the procedure for review of the denial, and any further appeal process, and the time limits applicable thereto,
including a statement regarding a Claimant’s right to bring a civil action under ERISA section 502(a). 
  

 16 








 Section 7.3. Appeal Process. Within 60 days following receipt by the Claimant
of notice denying his or her claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the Claimant shall appeal denial of the claim by filing a
written application for review with the Plan Administrator. Following such request for review, the Plan Administrator shall fully and fairly review the decision denying the claim. Prior to the decision of the Plan Administrator, the Claimant shall
be provided, on request and free of charge, reasonable access to and copies of relevant documents and an opportunity to submit issues and comments in writing. 
 Section 7.4. Decision on Appeal. The decision on appeal of a claim denied in whole or in part by the Plan Administrator shall be made in the following manner. Within 60 days following
receipt by the Plan Administrator of the request for review (or within 120 days if special circumstances require an extension of time, as determined by the Plan Administrator in its sole discretion), the Plan Administrator shall notify the Claimant
in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. With
respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the Claimant, and shall provide the specific reason(s) for
the denial and specific references to the pertinent Plan provisions on which the decision is based and provide that the Claimant is entitled, on request and free of charge, reasonable access to and copies of relevant documents. The appeal decision
of the Plan Administrator shall be final and conclusive. 
 Section 7.5. Effect of Extensions. In the event that
the Plan Administrator requests additional information necessary to determine the claim or appeal from a Claimant, the Claimant shall have at least 45 days in which to respond. The period for making a benefit determination or deciding an appeal, as
the case may be, shall be tolled from the date of the notification to the Claimant of the request for additional information until the date the Claimant responds to such request or, if later, the expiration of the deadline provided by the Plan
Administrator. 
 The above amended and restated Plan is hereby adopted and approved to be effective as of the Effective Date. 
  

			
	DEL MONTE CORPORATION
		
	By:	 	/s/ Richard W. Muto
		 	 Richard W. Muto
 Senior Vice President,
 Chief Human Resources Officer



 Date of Signing: December 31, 2008 
  

 17 








 Schedule A 
 Gross Benefit Based on Service and Final Average Compensation (FAC) 
  

			
	 Service to the Nearest Whole Year
	  	 Multiple of FAC

	 Less than 5 years
	  	0
	 5 years
	  	1.0
	 6
	  	1.2
	 7
	  	1.4
	 8
	  	1.6
	 9
	  	1.8
	 10
	  	2.0
	 11
	  	2.2
	 12
	  	2.4
	 13
	  	2.6
	 14
	  	2.8
	 15
	  	3.0
	 16
	  	3.1
	 17
	  	3.2
	 18
	  	3.3
	 19
	  	3.4
	 20
	  	3.5
	 21
	  	3.6
	 22
	  	3.7
	 23
	  	3.8
	 24
	  	3.9
	 25
	  	4.0
	 26
	  	4.1
	 27
	  	4.2
	 28
	  	4.3
	 29
	  	4.4
	 30
	  	4.5
	 31
	  	4.6
	 32
	  	4.7
	 33
	  	4.8
	 34
	  	4.9
	 35
	  	5.0 maximum