12222000 S8 EX4-1





                                                                   Exhibit 4.1



     


DEL MONTE FOODS COMPANY


NON-EMPLOYEE DIRECTOR AND INDEPENDENT CONTRACTOR



1997 STOCK INCENTIVE PLAN


(As Amended Through November 15, 2000)


1.Purpose of the Plan

This Del Monte Foods Company Non-Employee Director and Independent Contractor 1997 Stock Incentive Plan is intended to promote
the interests of the Company by providing certain non-employee directors and independent contractors of the Company with incentives
and rewards to encourage them to continue as service providers to the Company.

2.Definitions

As used in the Plan, the following definitions apply to the terms indicated below:

(a)"Board of Directors" shall mean the Board of Directors of Del Monte or such Board of Directors of the Board of
Directors as may be designated by the Board of Directors.

(b)"Change of Control" shall mean the occurrence of one or more of the following events:  

(1)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 Company 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 Exchange Act (a "Group"), together with any Affiliates (as
defined below) thereof other than to TPG Partners, L.P. ("TPG") or its Affiliates;

(2)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 Company ("Capital
Stock") of any plan or proposal for the liquidation or dissolution of the Company; 

(3)(i) any Person or Group (other than TPG or its Affiliates) 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 Company and (ii) TPG and its Affiliates shall beneficially own, directly or
indirectly, in the aggregate a lesser percentage of the Voting Stock of the Company than such other Person or Group; or 


	the replacement of a majority of the Board of Directors over a two-year period from the directors who constituted the Board of
Directors 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 then still in office who either were members of such Board of Directors at the beginning of such period or whose
election as a member of such Board of Directors was previously so approved or who were nominated by, or designees of TPG or its
Affiliates (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 ( a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
	a merger or consolidation involving the Company in which the Company is not the surviving corporation, or a merger or
consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock
receive securities of another corporation but the holders of shares of Common Stock receive securities of another corporation and/or
other property, including cash, or any other similar transaction.






For purposes of this Section 2(b), "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.

(c)"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

(d)"Common Stock" shall mean common stock of Del Monte, $.01 par value per share.

(e)"Company" shall mean Del Monte and its subsidiaries.

(f)"Del Monte" shall mean Del Monte Foods Company, a Maryland corporation.

(g)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(h)"Option" shall mean an option to purchase shares of Common Stock granted pursuant to Section 6 hereof.

(i)"Participant" shall mean a person who is eligible to participate in the Plan and to whom an Option is granted
pursuant to the Plan, and upon his death, his successors, heirs, executors and administrators, as the case may be.

(j)"Plan" shall mean this Del Monte Foods Company Non-Employee Director and Independent Contractor 1997 Stock
Incentive Plan, as it may be amended from time to time.

(k)A "Public Market" for the Common Stock shall be deemed to exist if the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, or if trading regularly occurs in such Common Stock in, on or through the facilities of
securities exchanges and/or inter-dealer quotation systems in the United States (within the meaning of Section 902(n) of the
Securities Act) or any designated offshore securities market (within the meaning of Rule 902(a) of the Securities Act).

(l)"Securities Act" shall mean the Securities Act of 1933, as amended.

3.Stock Subject to the Plan

Subject to adjustment as provided in Section 7 hereof, the Board of Directors may grant Options to Participants with respect
to 226,701 shares of Common Stock.  In the event that any outstanding Option expires, terminates or is cancelled for any reason, the
shares of Common Stock subject to the unexercised portion of such Option shall again be available for grants under the Plan.

Shares of Common Stock issued under the Plan may be either newly issued shares or treasury shares, as determined by the Board of
Directors.

4.Administration of the Plan

The Plan shall be administered by the Board of Directors.  The Board of Directors shall from time to time designate the
persons who shall be granted Options, the number of shares subject to each Option and the terms and conditions on which each Option
shall be granted.

The Board of Directors shall have full authority to administer the Plan, including authority to interpret and construe any
provision of the Plan and the terms of any Option issued under it and to adopt such rules and regulations for administering the Plan
as it may deem necessary.  Decisions of the Board of Directors shall be final and binding on all parties and all decisions,
determinations, selections and other actions permitted or required to be taken or made by the Board of Directors with respect to the
Plan shall be subject to the absolute discretion of the Board of Directors.  No member of the Board of Directors shall be liable to
any Participant for any action, omission, or determination relating to the Plan.

5.Eligibility

The persons who shall be eligible to receive Options pursuant to the Plan shall be such non-employee directors of the Company
and independent contractors retained by the Company as the Board of Directors shall select from time to time.

6.Options

Each Option granted pursuant to the Plan shall be evidenced by an agreement in the form attached hereto as Exhibit A.  Options
shall comply with and be subject to the following terms and conditions:

(a)Identification of Options.  All Options shall be clearly identified in the agreement evidencing their grant as non-
qualified stock options that are not intended to qualify as "incentive stock options" within the meaning of Section 422 of
the Code.

(b)Exercise Price.  The exercise price per share of each Option shall be such price as the Board of Directors shall
determine at the time at which the Option is granted.

(c)Term and Exercise of Options.  Each Option shall be exercisable on such date or dates, during such period and for
such number of shares of Common Stock as shall be determined by the Board of Directors on the day on which such Option is granted and
set forth in the Option agreement with respect to such Option; provided, however, that no Option shall be exercisable
after the expiration of ten (10) years from the date such Option is granted; and provided, further, that each Option
shall be subject to earlier expiration, termination, cancellation or exercisability as provided in this Plan.

(d)Effect of Termination of Membership on Board; Independent Contractor Status.

(1)In the event of the termination of the membership of a Participant on the Board of Directors for any reason at any time
other than on account of permanent disability or death of the Participant (i) Options granted to such Participant, to the extent that
they were exercisable at the time of such termination, shall remain exercisable until the expiration of ninety (90) days after such
termination, on which date they shall expire, and (ii) Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire at the close of business on the date of such termination; provided,
however, that no Option shall be exercisable after the expiration of its term.  In the event of the termination of membership
of a Participant on the Board of Directors on account of the permanent disability or death of the Participant, (x) Options granted to
such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the
expiration of one (1) year after such termination, on which date they shall expire, and (y) Options granted to such Participant, to
the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such
termination; provided, however, that no Option shall be exercisable after the expiration of its term.  The agreement
evidencing the grant of an Option to any person who is not a member of the Board of Directors shall include such terms and conditions
as the Board of Directors deems appropriate concerning the termination of the Option prior to the expiration of its term.  

(e)Certain Terms and Conditions

(1)Each Option shall be exercisable in whole or in part with respect to not less than one share of Common Stock.  The
partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.

(2)An Option shall be exercised by delivering notice to Del Monte's principal office in the form attached hereto as Exhibit B,
to the attention of its Chief Financial Officer with a copy to its General Counsel, no less than three business days in advance of
the effective date of the proposed exercise.  Such notice shall specify the number of shares of Common Stock with respect to which
the Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant.  The
Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the
effective date of the proposed exercise.  Payment for shares of Common Stock purchased upon the exercise of an Option shall be made
on the effective date of such exercise in cash, by certified check, bank cashier's check or wire transfer, or by tender to Del Monte
of shares of Common Stock already owned and held by the Participant for at least six (6) months, which shares shall be valued as
determined by the Board of Directors on the effective date of the proposed exercise.  In the event that, prior to the existence of a
Public Market for the Common Stock, a Participant elects to pay the exercise price upon the exercise of an Option by the tender of
previously-owned shares, the delivery by Del Monte of certificates representing the shares of Common Stock purchased upon such
exercise shall be deferred pending a determination of the exact number of the shares of Common Stock required to be tendered by the
Participant.

(3)Certificates for shares of Common Stock purchased upon the exercise of an Option shall be issued in the name of the
Participant and delivered to the Participant as soon as practicable following the effective date on which the Option is
exercised.

(4)During the lifetime of a Participant, each Option granted to him shall be exercisable only by him.  No Option shall be
assignable or transferable otherwise than by will or by the laws of descent and distribution.  Notwithstanding the preceding
provisions of this Section 6(e)(4), a Participant may assign his rights with respect to any Option granted to him to a trust or
custodianship the beneficiaries of which may include only the Participant, the Participant's spouse, or the Participant's lineal
descendants (by blood or adoption).  In the event of any such assignment, such trust or custodianship shall be subject to all the
restrictions, obligations and responsibilities as apply to the Participant under the Plan and shall be entitled to all the rights of
the Participant under the Plan.

(f)Consequences Upon Certain Transactions.  Not more than ten (10) days prior to a Change of Control, all outstanding
Options and Stand-Alone SARs shall vest and become immediately exercisable.

7.  Adjustment Upon Changes in Common Stock

(a)Subject to any required action by the shareholders of Del Monte, in the event of any increase or decrease in the number
of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock
dividend (but only on the shares of Common Stock), or any other increase or decrease in the number of such shares effected by Del
Monte without receipt or payment of consideration, the Board of Directors shall proportionally adjust the number of shares of Common
Stock subject to each outstanding Option and the exercise price per share of Common Stock of each such Option.

(b)Subject to any required action by the shareholders of Del Monte, in the event that Del Monte shall be the surviving
corporation in any merger or consolidation (except a merger or consolidation as a result of which the holders of shares of Common
Stock receive securities of another corporation), each Option outstanding on the date of such merger or consolidation shall pertain
to and apply to the securities which a holder of the number of shares of Common Stock subject to such Option would have received in
such merger or consolidation.

(c)In the event of a dissolution or liquidation of Del Monte, or a sale of all or a substantial portion of the Common Stock
held by TPG, the Committee shall have the power to:

(i)cancel, effective immediately prior to the occurrence of such event, each Option outstanding immediately prior to such
event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Option
was granted an amount in cash, for each share of Common Stock subject to such Option, equal to the excess of (A) the value, as
determined by the Committee in good faith, of the property (including cash) received by the holder of a share of Common Stock as a
result of such event over (B) the exercise price of such Option; or 

(ii)permit Participants to exercise their Options and participate in such transaction on a basis no less favorable than that
afforded other owners of Common Stock.

(d)In the event of any change in the capitalization of Del Monte or corporate change other than those specifically referred to
herein, the Board of Directors will make such adjustments in the number and class of shares subject to Options outstanding on the
date on which such change occurs and in the per share exercise price of each such Option as the Board of Directors may consider
necessary or appropriate.

(e)Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock
of any class or any dissolution, liquidation, merger or consolidation of Del Monte or any other corporation.  Except as expressly
provided in the Plan, no issuance by Del Monte of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject
to an Option or the exercise price of any Option.

8.Rights as a Stockholder

(a)No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to
any Option granted pursuant to this Plan until the date of the issuance of a stock certificate with respect to such shares.  

(b)Notwithstanding anything herein to the contrary, prior to the existence of a Public Market, Del Monte shall not be
obligated to cause to be issued or delivered to or for the benefit of any Participant any certificates evidencing shares of Common
Stock pursuant to the Plan unless and until such Participant executes a Stockholders' Agreement in the form attached hereto as
Exhibit C or, in the case of a Participant who is not a member of the Board of Directors, an agreement in such form as the Board of
Directors deems appropriate. 

9.No Special Rights; No Right to Option

(a)Nothing contained in the Plan or any Option shall confer upon any Participant any right with respect to the
continuation of his relationship with the company or interfere in any way with the right of the Company at any time to terminate such
relationship.

(b)No person shall have any claim or right to receive an Option hereunder.  The Board of Directors' granting of an Option to a
Participant at any time shall neither require the Board of Directors to grant an Option to such Participant or any other Participant
or other person at any time nor preclude the Board of Directors from making subsequent grants to such Participant or any other
Participant or other person.

10.Securities Matters

(a)Del Monte shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of
Common Stock to be issued hereunder or to effect similar compliance under any state laws.  Notwithstanding anything herein to the
contrary, Del Monte shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock
pursuant to the Plan unless and until Del Monte is advised by its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which
shares of Common Stock are traded.  The Board of Directors may require, as a condition of the issuance and delivery of certificates
evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and
representations, and that such certificates bear such legends, as the Board of Directors deems necessary or desirable.

(b)The exercise of any Option granted hereunder shall only be effective at such time as counsel to Del Monte shall have
determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable
laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are
traded.  Del Monte may, in its sole discretion, defer the effectiveness of any exercise of an Option granted hereunder in order to
allow the issuance of shares of Common Stock pursuant thereto to be made pursuant to registration or an exemption from registration
or other methods for compliance available under federal or state securities laws.  Del Monte shall inform the Participant in writing
of its decision to defer the effectiveness of the exercise of an Option granted hereunder.  During the period that the effectiveness
of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund
of any amount paid with respect thereto.

(c)In the event that the Board of Directors defers the effectiveness of the exercise by a Participant of an Option granted
hereunder in order to allow the issuance of shares of Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under federal or state securities laws, such Participant may
elect, by delivery of written notice by the Participant to the Company not later than thirty (30) days following his receipt of
notice of such deferral or the expiration of such deferral, to surrender the exercisable portion of such Option (or any portion
thereof) to the Company in consideration for a lump sum payment in cash in an amount equal to the product of (A) the excess of (i)
the value of a share of Common Stock as determined by the Board of Directors as of the date of surrender over (ii) the per share
exercise price of the Option and (B) the number of shares with respect to which such Participant desires and is entitled to exercise
such Option.  Notice shall be delivered in person or by certified mail, return receipt requested and shall be deemed to have been
given when personally delivered or three (3) days after mailing.

11.Termination and Amendment of the Plan

The right to grant Options under the Plan will terminate on August 4, 2007.  The Board of Directors may at any time suspend or
terminate the Plan or revise or amend it in any respect whatsoever.

12.Transfers Upon Death

Upon the death of a Participant, outstanding Options granted to such Participant may be exercised only by the executors or
administrators of the Participant's estate or by any person or persons who shall have acquired such right to exercise by will or by
the laws of descent and distribution.  No transfer by will or the laws of descent and distribution of any Option, or the right to
exercise any Option, shall be effective to bind the Company unless the Board of Directors shall have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the Board of Directors may deem necessary to establish the
validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Option that are or
would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the
grant of the Option.

13.No Obligation to Exercise

The grant to a Participant of an Option shall impose no obligation upon such Participant to exercise such Option.

14.Expenses and Receipts

The expenses of the Plan shall be paid by the Company.  Any proceeds received by the Company in connection with any Option
will be used for general corporate purposes.

l5.Failure to Comply

In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the
terms and conditions of the Plan or the agreement executed by such Participant evidencing an Option, unless such failure is remedied
by such Participant within ten (10) days after having been notified of such failure by the Board of Directors, shall be grounds for
the cancellation and forfeiture of such Option, in whole or in part, as the Board of Directors, in its absolute discretion, may
determine.

16.Applicable Law

The Plan will be administered in accordance with the laws of the State of California, without reference to its principles of
conflicts of law.