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                                                                    Exhibit 10.7






                             DEL MONTE FOODS COMPANY
                            2002 STOCK INCENTIVE PLAN

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                                TABLE OF CONTENTS
                                                                           Page

1.  Purpose of the Plan......................................................1
2.  Definitions..............................................................1
3.  Stock Subject to the Plan................................................4
4.  Administration of the Plan...............................................5
5.  Eligibility..............................................................6
6.  Options..................................................................6
7.  Tandem Stock Appreciation Rights.........................................9
8.  Stand-Alone Stock Appreciation Rights...................................11
9.  Stock Bonuses and Other Incentive Awards................................12
10. Adjustment Upon Changes in Common Stock and Certain Transactions........12
11. Rights as a Stockholder.................................................13
12. No Special Employment Rights; No Right to Incentive Award...............13
13. Securities Matters......................................................14
14. Withholding Taxes.......................................................15
15. Amendment of the Plan...................................................15
16. No Obligation to Exercise...............................................16
17. Transfers Upon Death....................................................16
18. Expenses and Receipts...................................................16
19. Failure to Comply.......................................................16
20. Compliance with Rule 16b-3..............................................16
21. Repricing...............................................................17
22. Applicable Law..........................................................17
23. Effective Date..........................................................17



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                                      (i)
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                             DEL MONTE FOODS COMPANY

                            2002 STOCK INCENTIVE PLAN

1.    Purpose of the Plan

      This Del Monte Foods Company 2002 Stock Incentive Plan adopted effective
December 20, 2002 (the "Effective Date") is intended to promote the interests of
the Company by encouraging the Company's Employees, non-employee Directors and
Consultants of the Company to continue in the service of the Company, and to
provide such persons with incentives and rewards for superior management, growth
and protection of the business of 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.

            (b) "Cause," when used in connection with the termination of a
      Participant's employment with the Company, shall mean (i) a material
      breach by Participant of the terms of his or her employment agreement, if
      any; (ii) any act of theft, misappropriation, embezzlement, intentional
      fraud or similar conduct by Participant involving the Company 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 Participant; (iv) any damage of a material
      nature to the business or property of the Company or any affiliate caused
      by Participant's willful or grossly negligent conduct; or (v)
      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 Company or any affiliate.

            (c) "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 Securities Exchange Act
            of 1934, as amended (a "Group"), together with any Affiliates (as
            defined below) thereof.

                  (2) the approval by the holders of any and all shares,
            interests, participations or other equivalents (however designated
            and whether or not voting) of

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            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) any Person or Group 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;

                  (4) the replacement of a majority of the Board of Directors
            over any two-year period commencing after the Effective Date, 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 (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

                  (5) 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 and/or other property,
            including cash, or any other similar transaction.

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

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

                  (e) "Committee" shall mean the Nominating and Compensation
            Committee of the Board of Directors or such other committee as the
            Board of Directors shall appoint from time to time to administer the
            Plan.

                  (f) "Common Stock" shall mean Del Monte's common stock, $0.01
            par value per share.
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                  (g) "Company" shall mean Del Monte and each of its
            Subsidiaries.

                  (h) "Consultant" shall mean any consultant, independent
            contractor, or other person who provides significant services to the
            Company, but who is neither an Employee nor a Director.

                  (i) "Del Monte" shall mean Del Monte Foods Company, a Delaware
            corporation, and its successors.

                  (j) "Director" shall mean a member of the Board of Directors,
            whether or not such individual also is an Employee.

                  (k) "Disability" shall mean physical or mental disability as a
            result of which the Participant is unable to perform the essential
            functions of his position, even with reasonable accommodation, for
            six (6) consecutive months. 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 Company whose
            determination shall be final and binding upon both the Participant
            and the Company. Notwithstanding the foregoing provisions of this
            Section 2(k), "Disability," when used in connection with the
            termination of the employment with the Company of a Participant who
            at the time of such termination is a party to a written employment
            or retention agreement with the Company, shall have the meaning
            assigned to such term in such agreement.

                  (l) "Employee" shall mean any employee of the Company, whether
            such employee is so employed at the time the Plan is adopted or
            becomes so employed subsequent to the adoption of the Plan.

                  (m) "Fair Market Value" of a share of Common Stock with
            respect to any day shall mean (i) 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 (ii) 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 (iii) 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.

                  (n) "Incentive Award" shall mean an Option, Tandem SAR,
            Stand-Alone SAR or Stock Bonus granted pursuant to the terms of the
            Plan, or any type of arrangement with a Participant that is not
            inconsistent with the provisions of this Plan and that, by its
            terms, involves or might involve the issuance of Company Stock.

                  (o) "Incentive Stock Option" shall mean an Option which is an
            "incentive stock option" within the meaning of Section 422 of the
            Code and which is identified as an Incentive Stock Option in the
            agreement by which it is evidenced.
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                  (p) "Non-Qualified Stock Option" shall mean an Option which is
            not an Incentive Stock Option.

                  (q) "Option" shall mean an option to purchase shares of Common
            Stock of Del Monte granted pursuant to Section 6 hereof. Each Option
            shall be identified as either an Incentive Stock Option or a
            Non-Qualified Stock Option in the agreement by which it is
            evidenced.

                  (r) "Participant" shall mean an Employee, Director or
            Consultant to whom an Incentive Award is granted pursuant to the
            Plan, and upon his death, his successors, heirs, executors and
            administrators, as the case may be.

                  (s) "Plan" shall mean this Del Monte Foods Company 2002 Stock
            Incentive Plan, as it may be amended from time to time.

                  (t) "Rule 16b-3" shall mean Rule 16b-3 promulgated under the
            Securities Exchange Act of 1934, as amended, and any future
            regulation amending, supplementing or superseding such regulation.

                  (u) "Section 16 Person" shall mean a person who, with respect
            to the Common Stock, is subject to Section 16 of the Securities
            Exchange Act of 1934, as amended.

                  (v) "Stand-Alone SAR" shall mean a stock appreciation right
            granted pursuant to Section 8 hereof which is not related to any
            Option.

                  (w) "Stock Bonus" shall mean a grant of a bonus payable in
            shares of Common Stock pursuant to Section 9 hereof.

                  (x) "Subsidiary" shall mean any "subsidiary corporation"
            within the meaning of Section 424(f) of the Code.

                  (y) "Tandem SAR" shall mean a stock appreciation right granted
            pursuant to Section 7 hereof which is related to an Option. Each
            Tandem SAR shall be exercisable only to the extent its related
            Option is exercisable and only in the alternative to the exercise of
            its related Option.

3.    Stock Subject to the Plan

                  (a) Maximum Shares Available for Delivery. Subject to 10
            hereof, the maximum number of shares of Common Stock that may be
            delivered to Participants and their beneficiaries under the Plan
            shall be equal to the sum of (i) 15,400,000, (ii) any shares of
            Common Stock available for grant under any prior plan, and (iii) any
            shares of Common Stock that are represented by awards granted under
            any prior plan of the Company, which are forfeited, expire or are
            canceled without the delivery of shares of Common Stock or which
            result in the forfeiture of shares of Common Stock back to the
            Company. Of these, the maximum number of shares that may be
            delivered as Incentive Stock Options shall be 10,000,000. In
            addition, any shares of Common Stock granted
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            under the Plan which are forfeited back to the Company because of
            the failure to meet an Incentive Award contingency or condition
            shall again be available for delivery pursuant to new Incentive
            Awards granted under the Plan. Any shares of Common Stock covered by
            an Incentive Award (or portion of an Incentive Award) granted under
            the Plan, which is forfeited or canceled, expires or is settled in
            cash, including the settlement of tax withholding obligations using
            shares of Common Stock, shall be deemed not to have been delivered
            for purposes of determining the maximum number of shares of Common
            Stock available for delivery under the respective plan. Likewise, if
            any Option is exercised by tendering shares of Common Stock, either
            actually or by attestation, to the Company as full or partial
            payment for such exercise under this Plan or any prior plan of the
            Company, only the number of shares of Common Stock issued net of the
            shares of Common Stock tendered shall be deemed delivered for
            purposes of determining the maximum number of shares of Common Stock
            available for delivery under the Plan. Further, shares of Common
            Stock issued under the Plan through the settlement, assumption or
            substitution of outstanding Incentive Awards or obligations to grant
            future Incentive Awards as a condition of the Company acquiring
            another entity shall not reduce the maximum number of shares of
            Common Stock available for delivery under the Plan. Shares of Common
            Stock issued under the Plan may be either newly issued shares or
            treasury shares, as determined by the Committee.

                  (b) Payment Shares. Subject to the overall limitation on the
            number of shares of Common Stock that may be delivered under the
            Plan, the Committee may, in addition to granting Incentive Awards
            under Section 4, use available shares of Common Stock as the form of
            payment for compensation, grants or rights earned or due under any
            other compensation plans or arrangements of the Company, including
            those of any entity acquired by the Company.

                  (c) Maximum Shares Per Participant. Subject to adjustment from
            time to time as provided in Section 10, not more than 1,000,000
            shares of Common Stock may be made subject to Incentive Awards under
            the Plan to any individual in the aggregate in any one fiscal year
            of the Company, such limitation to be applied in a manner consistent
            with the requirements of, and only to the extent required for
            compliance with, the exclusion from the limitation on deductibility
            of compensation under Section 162(m) of the Code.

4.    Administration of the Plan

      The Plan shall be administered by a Committee of the Board of Directors
consisting of two or more persons, each of whom shall be a "non-employee
director" within the meaning of Rule 16b-3 and an "outside director" within the
meaning of Section 162(m) of the Code, unless otherwise determined by the Board
of Directors

      The Committee shall have full discretionary authority to administer the
Plan, including authority to interpret and construe any provision of the Plan
and the terms of any Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary. The Committee,
in its sole discretion and on such terms and conditions as it may provide, may
delegate all or any part of its authority and powers under the Plan to one or
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more Directors or management Employees. Decisions of the Committee shall be
final and binding on all parties, and shall be given the maximum deference
permitted by law.

      The Committee may, in its absolute discretion, accelerate the date on
which any Option or Stand-Alone SAR granted under the Plan becomes exercisable
or, subject to Section 6(c)(1) hereof, extend the term of any Option or
Stand-Alone SAR granted under the Plan.

      Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee.

      No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and Del Monte shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or employee
in bad faith and without reasonable belief that it was in the best interests of
the Company.

5.    Eligibility

      The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such Employees, Directors and Consultants as the Committee
shall select from time to time. The Committee shall also specify the type and
amount of such awards each such person is to be granted.

6.    Options

      The Committee may grant Options pursuant to the Plan to Participants,
which Options shall be evidenced by agreements in such form as the Committee
shall from time to time approve. Options shall comply with and be subject to the
following terms and conditions:

                  (a) Identification of Options. All Options granted under the
            Plan shall be clearly identified in the agreement evidencing such
            Options as either Incentive Stock Options or as Non-Qualified Stock
            Options.

                  (b) Exercise Price. The exercise price of any Non-Qualified
            Stock Option granted under the Plan shall be such price as the
            Committee shall determine on the date on which such Non-Qualified
            Stock Option is granted and shall not be less than 85% of the Fair
            Market Value of a share of Common Stock on the date on which such
            Non-Qualified Stock Option is granted; provided, that the exercise
            price of any Non-Qualified Stock Option granted to an individual who
            is a "covered employee" within the meaning of Section 162(m) of the
            Code shall not be less than 100% of the Fair Market Value of a share
            of Common Stock on the date on which such Non-Qualified Stock Option
            is granted.
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                  (c) Term and Exercise of Options.

                        (1) 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 Committee 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 will be exercisable after the
                  expiration of ten years from the date the Option is granted;
                  and provided, further, that each Option shall be subject to
                  earlier expiration, termination, cancellation or
                  exercisability as provided in this Plan.

                        (2) Each Option shall be exercisable in whole or in
                  part, subject to the provisions of the applicable Option
                  agreement. The partial exercise of an Option shall not cause
                  the expiration, termination or cancellation of the remaining
                  portion thereof.

                        (3) An Option shall be exercised by delivering written
                  notice to Del Monte's principal office, to the attention of
                  the office specified by Del Monte. 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.
                  Payment for shares of Common Stock purchased upon the exercise
                  of an Option shall be made on the effective date of such
                  exercise in full in cash or its equivalent. The Committee, in
                  its sole discretion, also may permit exercise (i) by tendering
                  previously acquired shares of Common Stock having an aggregate
                  Fair Market Value at the time of exercise equal to the total
                  exercise price, or (ii) by any other means which the
                  Committee, in its sole discretion, determines to both provide
                  legal consideration for the Common Stock, and to be consistent
                  with the purposes of the Plan.

                        (4) Any Option granted under the Plan may, to the extent
                  lawful, be exercised by a broker-dealer acting on behalf of a
                  Participant if (i) the broker-dealer has received from the
                  Participant or Del Monte a fully- and duly-endorsed agreement
                  evidencing such Option and instructions signed by the
                  Participant requesting Del Monte to deliver the shares of
                  Common Stock subject to such Option to the broker-dealer on
                  behalf of the Participant and specifying the account into
                  which such shares should be deposited, (ii) adequate provision
                  has been made with respect to the payment of any withholding
                  taxes due upon such exercise or, in the case of an Incentive
                  Stock Option, the disposition of such shares and (iii) the
                  broker-dealer and the Participant have otherwise complied with
                  Section 220.3(e)(4) of Regulation T, 12 CFR Part 220.

                        (5) Certificates for shares of Common Stock purchased
                  upon the exercise of an Option (which may be in book entry
                  form) 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.

                        (6) Transferability. Unless the Option Document (or an
                  amendment thereto authorized by the Committee) expressly
                  states that the Option is transferable as provided hereunder,
                  no Option granted under this Plan, nor any interest in such
                  Option, may be sold, assigned, conveyed, gifted, pledged,
                  hypothecated or otherwise transferred in any manner prior to
                  the vesting or lapse of any and all restrictions applicable
                  thereto,
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                  other then pursuant to the beneficiary designation form
                  described in Section 17 hereof or by will or the laws of
                  descent and distribution. With respect to an Option that is
                  not intended to qualify an Incentive Stock Option, the
                  Committee may grant such Option or amend an outstanding Option
                  to provide that the Option is transferable or assignable to a
                  member or members of the Participant's "immediate family," as
                  such term is defined in Rule 16a-1(e) under the Exchange Act,
                  or to a trust for the benefit solely of a member or members of
                  the Participant's immediate family, or to a partnership or
                  other entity whose only owners are members of the
                  Participant's immediate family, provided the instrument of
                  transfer is approved by the Company's administrative Committee
                  of Employee Benefits, Options so transferred are not again
                  transferable other than by will or by the laws of descent and
                  distribution, and that following any such transfer or
                  assignment the Option will remain subject to substantially the
                  same terms applicable to the Option while held by the
                  Participant, as modified as the Committee shall determine
                  appropriate, and the transferee shall execute an agreement
                  agreeing to be bound by such terms.

                        (7) Subject to earlier termination pursuant to Section
                  7(b)(2) and 10(d), and except as the Committee may otherwise
                  provide in an Option Agreement, exercise of an Option shall be
                  subject to the following:

                              (i) In the event of the termination of the
                        employment of a Participant with the Company for Cause,
                        each Option then outstanding shall expire and be
                        cancelled upon such termination.

                              (ii) In the event that the employment of a
                        Participant with the Company shall be terminated by the
                        Company without Cause or the Participant resigns
                        employment for a reason other than Disability or
                        retirement (A) 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 (B) 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.

                              (iii) If the Participant's employment terminates
                        as the result of retirement under any retirement plan of
                        the Company or a Subsidiary, the Participant's Option
                        shall remain exercisable until the expiration of the
                        original term of the Option, to the extent such Options
                        were exercisable at termination. Options not exercisable
                        at the time of termination shall expire at the close of
                        business on the date of such termination

                              (iv) In the event that the employment of a
                        Participant with the Company shall terminate on account
                        of Disability or death of the Participant, Options
                        granted to such Participant, whether or not exercisable
                        at the time of such termination, shall remain
                        exercisable until the expiration of the original Option
                        term.

                              (v) If the Participant dies within 3 months
                        following an involuntary termination without Cause, then
                        Options granted to such Participant, to the extent
                        exercisable at the Participant's employment termination
                        may be exercised until the
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                        original expiration of such Option or, if sooner, one
                        year from the Participant's death. Options not
                        exercisable at death shall expire at the close of
                        business on the date of such employment termination.

                  (d)   Limitations on Grant of Incentive Stock Options

                              (1) the exercise price of any Incentive Stock
                        Option shall be at 100% of Fair Market Value on the
                        date such option is granted, provided that, in the case
                        of an individual, who at the time of the proposed grant
                        owns stock possessing more than 10% of the total
                        combined voting power of all classes of stock of Del
                        Monte or any of its Subsidiaries, the exercise price
                        shall not be less than 110% of the Fair Market Value of
                        a share of Common Stock on the date on which such
                        Incentive Stock Option is granted.

                              (2) The aggregate Fair Market Value of shares of
                        Common Stock with respect to which Incentive Stock
                        Options are exercisable for the first time by a
                        Participant during any calendar year under the Plan and
                        any other stock option plan of the Company or any
                        Subsidiary shall not exceed $100,000. Such Fair Market
                        Value shall be determined as of the date on which each
                        such Incentive Stock Option is granted. In the event
                        that the aggregate Fair Market Value of shares of Common
                        Stock with respect to such Incentive Stock Options
                        exceeds $100,000, then Incentive Stock Options granted
                        hereunder to such Participant shall, to the extent and
                        in the order required by regulations promulgated under
                        the Code (or any other authority having the force of
                        regulations), automatically be deemed to be
                        Non-Qualified Stock Options, but all other terms and
                        provisions of such Incentive Stock Options shall remain
                        unchanged. In the absence of such Regulations (and
                        authority), or in the event such Regulations (or
                        authority) require or permit a designation of the
                        options which shall cease to constitute incentive stock
                        options, Incentive Stock Options shall, to the extent of
                        such excess and in the order in which they were granted,
                        automatically be deemed to be Non-Qualified Stock
                        Options, but all other terms and provisions of such
                        Incentive Stock Options shall remain unchanged.

                              (3) No Incentive Stock Option may be granted to an
                        individual if, at the time of the proposed grant, such
                        individual owns stock possessing more than 10% of the
                        total combined voting power of all classes of stock of
                        Del Monte or any of its Subsidiaries, unless (i) the
                        exercise price of such Incentive Stock Option is at
                        least 110% of the Fair Market Value of a share of Common
                        Stock at the time such Incentive Stock Option is granted
                        and (ii) such Incentive Stock Option is not exercisable
                        after the expiration of five years from the date such
                        Incentive Stock Option is granted.

                              (4) Only Employees are eligible to be granted
                        Incentive Stock Options. Directors and Consultants are
                        not eligible to be granted Incentive Stock Options.

7.    Tandem Stock Appreciation Rights

      The Committee may grant in connection with any Option granted hereunder
one or more Tandem SARs relating to a number of shares of Common Stock less than
or equal to the number
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of shares of Common Stock subject to the related Option. A Tandem SAR may be
granted at the same time as, or subsequent to the time that, its related Option
is granted. Each Tandem SAR shall be evidenced by an agreement in such form as
the Committee shall from time to time approve. Tandem SARs shall comply with and
be subject to the following terms and conditions:

                  (a) Benefit Upon Exercise. The exercise of a Tandem SAR with
            respect to any number of shares of Common Stock shall entitle a
            Participant to (i) a cash payment, for each such share, equal to the
            excess of (A) the Fair Market Value of a share of Common Stock on
            the effective date of such exercise over (B) the exercise price of
            the related Option, (ii) the issuance or transfer to the Participant
            of a number of shares of Common Stock which on the date of the
            exercise of the Tandem SAR have a Fair Market Value equal to such
            excess or (iii) a combination of cash and shares of Common Stock in
            amounts equal to such excess, all as determined by the Committee in
            its discretion.

                  (b) Term and Exercise of Tandem SAR.

                  (1) A Tandem SAR shall be exercisable at the same time and to
            the same extent (on a proportional basis, with any fractional amount
            being rounded down to the immediately preceding whole number) as its
            related Option.

                  (2) The exercise of a Tandem SAR with respect to a number of
            shares of Common Stock shall cause the immediate and automatic
            cancellation of its related Option with respect to an equal number
            of shares. The exercise of an Option, or the cancellation,
            termination or expiration of an Option (other than pursuant to this
            Paragraph (2)), with respect to a number of shares of Common Stock
            shall cause the automatic and immediate cancellation of its related
            Tandem SARs to the extent that the number of shares of Common Stock
            subject to such Option after such exercise, cancellation,
            termination or expiration is less than the number of shares subject
            to such Tandem SARs. Such Tandem SARs shall be cancelled in the
            order in which they became exercisable.

                  (3) Each Tandem SAR shall be exercisable in whole or in part,
            as provided in the applicable agreement. The partial exercise of a
            Tandem SAR shall not cause the expiration, termination or
            cancellation of the remaining portion thereof.

                  (4) Each Tandem SAR shall be exercised during the
            Participant's lifetime by the Participant unless the related Option
            has been transferred as described in Section 6(c)(6), above.
            Further, unless the related Option is transferable as described in
            Section 6(c)(6), no Tandem SAR shall be assignable or transferable
            other than by will, the laws of descent and distribution, or as
            provided in Paragraph 17 hereof and otherwise than together with its
            related Option.

                  (5) A Tandem SAR shall be exercised by delivering written
            notice to Del Monte's principal office, to the attention of the
            office specified by Del Monte. Such notice shall specify the number
            of shares of Common Stock with respect to which the Tandem SAR is
            being exercised and the effective date of the proposed exercise and
            shall be signed by the Participant.
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8.    Stand-Alone Stock Appreciation Rights

            The Committee may grant Stand-Alone SARs pursuant to the Plan, which
Stand-Alone SARs shall be evidenced by agreements in such form as the Committee
shall from time to time approve. Stand-Alone SARs shall comply with and be
subject to the following terms and conditions:

                  (a) Exercise Price. The exercise price of any Stand-Alone SAR
            granted under the Plan shall be determined by the Committee at the
            time of the grant of such Stand-Alone SAR.

                  (b) Benefit Upon Exercise. The exercise of a Stand-Alone SAR
            with respect to any number of shares of Common Stock shall entitle a
            Participant to (i) a cash payment, for each such share, equal to the
            excess of (A) the Fair Market Value of a share of Common Stock on
            the effective date of such exercise over (B) the exercise price of
            the Stand-Alone SAR, (ii) the issuance or transfer to the
            Participant of a number of shares of Common Stock which on the date
            of the exercise of the Stand-Alone SAR have a Fair Market Value
            equal to such excess or (iii) a combination of cash and shares of
            Common Stock in amounts equal to such excess, all as determined by
            the Committee in its absolute discretion.

                  (c) Term and Exercise of Stand-Alone SARs.

                        (1) Each Stand-Alone SAR 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 Committee
                  and set forth in the Stand-Alone SAR agreement with respect to
                  such Stand-Alone SAR. Each Stand-Alone SAR shall be subject to
                  such termination, expiration or cancellation provisions as
                  provided in the agreement evidencing such Stand-Alone SAR.

                        (2) Each Stand-Alone SAR may be exercised in whole or in
                  part, as provided in the applicable agreement. The partial
                  exercise of a Stand-Alone SAR shall not cause the expiration,
                  termination or cancellation of the remaining portion thereof.

                        (3) A Stand-Alone SAR shall be exercised by delivering
                  written notice to Del Monte's principal office, to the
                  attention of the office designated by Del Monte. Such notice
                  shall specify the number of shares of Common Stock with
                  respect to which the Stand-Alone SAR is being exercised and
                  the effective date of the proposed exercise and shall be
                  signed by the Participant.

                        (4) Each Stand-Alone SAR shall be exercised during the
                  Participant's lifetime by the Participant unless it is
                  transferred in the manner described in Section 6(c)(6), above.
                  Further, unless the Stand-Alone SAR is transferable as
                  described in Section 6(c)(6), no such SAR shall be assignable
                  or transferable otherwise than by will, the laws of descent
                  and distribution, or to the limited extent provided in
                  Paragraph 17 hereof.
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9.    Stock Bonuses and Other Incentive Awards.

                        (a) Grants of Awards. The Committee may grant Stock
            Bonuses in such amounts as it shall determine from time to time. A
            Stock Bonus shall be paid at such time and subject to such
            conditions as the Committee shall determine at the time of the grant
            of such Stock Bonus. Certificates for shares of Common Stock granted
            as a Stock Bonus shall be issued in the name of the Participant to
            whom such grant was made and delivered to such Participant as soon
            as practicable after the date on which such Stock Bonus is required
            to be paid. The Committee may also or in the alternative grant other
            Incentive Awards which are not restricted to any specified form or
            structure and may include, without limitation, restricted stock,
            stock purchase warrants, performance units or shares; provided that
            the maximum aggregate amount of Incentive Awards other than Options,
            Tandem SARS and Stand-Alone SARs shall not exceed 25% of the
            maximum number of shares available under this Plan.

                        (b) Performance Awards. It is intended that Incentive
            Awards based on performance shall qualify as performance-based
            compensation under Code Section 162(m). Hence, such awards shall be
            based on a target amount and the degree to which relevant selected
            performance criterion are satisfied. The Committee will for each
            performance period in respect of which such compensation is to be
            paid, select target amounts, the relevant performance criteria and
            the weight to be afforded each criterion. The relevant performance
            criteria shall include, either individually or in combination,
            applied to the Company as a whole or individual units thereof, and
            measured either absolutely or relative to a designated group of
            comparable companies: (i) cash flow, (ii) earnings per share, (iii)
            return on equity, (iv) total stockholder return, (v) return on
            capital, (vi) return on assets or net assets, (vii) revenue, (viii)
            income or net income, (ix) operating income or net operating income,
            (x) operating profit or net operating profit, (xi) operating margin,
            (xii) return on operating revenue, (xiii) market share, (xiv)
            earnings before interest, taxes, depreciation, and amortization
            (EBITDA) and (xv) any other objective and measurable criteria tied
            to the Company's performance. The Committee shall designate in
            writing within 90 days of the beginning of a performance period the
            target bonus, performance criteria and factors (reflecting targets
            for such criteria and relative weighting). The maximum performance
            award payable for any one fiscal year to any Participant shall be
            $2,000,000 and the Committee may in its discretion direct that any
            performance award be reduced below the calculated amount, based on
            individual performance.

10.   Adjustment Upon Changes in Common Stock and Certain Transactions

                        (a) Shares Available for Incentive Awards. In the event
            of any change in the number of shares of Common Stock outstanding by
            reason of any stock dividend or split, recapitalization, merger,
            consolidation, combination or exchange of shares or similar
            corporate change, the maximum aggregate number of shares of Common
            Stock with respect to which the Committee may grant Incentive Awards
            shall be appropriately adjusted by the Committee. In the event of
            any change in the number of shares of Common Stock outstanding by
            reason of any other event or transaction, the Committee may, but
            need not, make such adjustments in the number and class of shares of
            Common
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                                       12
<PAGE>

            Stock with respect to which Incentive Awards may be granted as the
            Committee may deem appropriate.

                        (b) Outstanding Incentive Awards - Increase or Decrease
            in Issued Shares Without Consideration. Subject to any required
            action by the stockholders 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 without receipt or payment of consideration by
            Del Monte, or change in the capitalization of Del Monte, the
            Committee shall proportionally adjust the number of shares of Common
            Stock subject to each outstanding Incentive Award, and the
            applicable exercise price per share of Common Stock of each such
            award to prevent dilution or the enlargement of rights.

                        (c) Outstanding Incentive Awards - Changes in Control
            and Other Transactions. Upon the occurrence of a Change in Control,
            all outstanding Incentive Awards shall vest and become immediately
            exercisable. The Committee in its discretion shall determine whether
            outstanding Incentive Awards shall become automatically exercisable
            in the event of other transactions including without limitation a
            liquidation or dissolution of Del Monte. Further, the Committee in
            its discretion shall determine whether outstanding Incentive Awards
            will in the context of a Change in Control or any other transaction
            be converted into comparable awards of a successor entity or
            redeemed for payment in cash or kind or both.

                        (d) No Other Rights. 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 Incentive Award or the exercise price of
            any Option, Tandem SAR or Stand-Alone SAR.

11.   Rights as a Stockholder

            No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate with
respect to such shares. Except as otherwise expressly provided in Section 10
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

12.   No Special Employment Rights; No Right to Incentive Award.

            Nothing contained in the Plan or any Incentive Award shall confer
upon any Participant any right with respect to the continuation of his
employment by the Company or interfere in any way with the right of the Company,
subject to the terms of any separate employment agreement
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                                       13
<PAGE>

to the contrary, at any time to terminate such employment or to increase or
decrease the compensation of the Participant from the rate in existence at the
time of the grant of an Incentive Award.

            No person shall have any claim or right to receive an Incentive
Award hereunder. The Committee's granting of an Incentive Award to a Participant
at any time shall neither require the Committee to grant an Incentive Award to
such Participant or any other Participant or other person at any time nor
preclude the Committee from making subsequent grants to such Participant or any
other Participant or other person.

13.   Securities Matters.

                        (a) Del Monte shall be under no obligation to effect the
            registration pursuant to the Securities Act of 1933 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 Committee 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 Committee, in its sole discretion, 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 Committee defers the
            effectiveness of the exercise of 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
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                                       14
<PAGE>

            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.

14.   Withholding Taxes

                        (a) Cash Remittance. Whenever shares of Common Stock are
            to be issued upon the exercise of an Option or the grant of other
            Incentive Awards, Del Monte shall have the right to require the
            Participant to remit to Del Monte in cash an amount sufficient to
            satisfy federal, state and local withholding tax requirements, if
            any, attributable to such exercise or grant prior to the delivery of
            any certificate or certificates for such shares. In addition, upon
            the exercise or vesting of an Incentive Award, Del Monte shall have
            the right to withhold from any cash payment required to be made
            pursuant thereto an amount sufficient to satisfy the federal, state
            and local withholding tax requirements, if any, attributable to such
            exercise or vesting.

                        (b) Stock Remittance. At the election of the
            Participant, subject to the approval of the Committee, when shares
            of Common Stock are to be issued upon the exercise or settlement of
            an Incentive Award, the Participant may tender to Del Monte a number
            of shares of Common Stock determined by such Participant, the Fair
            Market Value of which at the tender date the Committee determines to
            be sufficient to satisfy the federal, state and local withholding
            tax requirements, if any, attributable to such exercise or
            settlement and not greater than the Participant's estimated total
            federal, state and local tax obligations associated with such
            exercise or settlement. Such election shall satisfy the
            Participant's obligations under Paragraph 14(a) hereof.

                        (c) Stock Withholding. At the election of the
            Participant, subject to the approval of the Committee, when shares
            of Common Stock are to be issued upon the exercise or settlement of
            an Incentive Award, Del Monte shall withhold a number of such shares
            determined by such Participant, the Fair Market Value of which at
            the exercise date the Committee determines to be sufficient to
            satisfy the federal, state and local withholding tax requirements,
            if any, attributable to such exercise or settlement and is not
            greater than the Participant's estimated total federal, state and
            local tax obligations associated with such exercise or settlement.
            Such election shall satisfy the Participant's obligations under
            Paragraph 14(a) hereof.

15.   Amendment of the Plan

            The Board of Directors may at any time suspend or discontinue the
Plan or revise or amend it in any respect whatsoever; provided, however, that
without approval of the stockholders no revision or amendment shall except as
provided in Section 10 hereof, increase the number of shares of Common Stock
that may be issued under the Plan.
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                                       15
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16.   No Obligation to Exercise

            The grant to a Participant of an Option, Tandem SAR or Stand-Alone
SAR shall impose no obligation upon such Participant to exercise such Option,
Tandem SAR or Stand-Alone SAR.

17.   Transfers Upon Death

            If permitted by the Committee, a Participant may name a beneficiary
or beneficiaries to whom any vested but unpaid Incentive Award shall be paid in
the event of the Participant's death. Each such designation shall revoke all
prior designations by the Participant and shall be effective only if given in a
form and manner acceptable to the Committee. In the absence of any such
designation, any vested benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate and, subject to the terms of the Plan
and of the applicable Incentive Award agreement, any unexercised vested
Incentive Award may be exercised by the administrator or executor of the
Participant's estate. No such transfer or distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind Del
Monte unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee 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 Incentive
Award 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 Incentive Award.

18.   Expenses and Receipts

            The expenses of the Plan shall be paid by Del Monte. Any proceeds
received by Del Monte in connection with any Incentive Award will be used for
general corporate purposes.

19.   Failure to Comply

            In addition to the remedies of Del Monte 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
Incentive Award, unless such failure is remedied by such Participant within ten
days after having been notified of such failure by the Committee, shall be
grounds for the cancellation and forfeiture of such Incentive Award, in whole or
in part, as the Committee, in its absolute discretion, may determine.

20.   Compliance with Rule 16b-3

            Transactions under this Plan with respect to Section 16 Persons are
intended to comply with all applicable conditions of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. To the extent any provision of the
Plan, Incentive Award agreement or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.

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                                       16
<PAGE>

21.   Repricing

            Without the approval of stockholders, no options granted hereunder
shall be repriced. For purposes of this Plan, the term "reprice" shall mean
lowering the exercise price of previously awarded Options within the meaning of
Item 402(i) under Securities and Exchange Commission Regulation S-K (including
canceling previously awarded Options and regrinding them with a lower exercise
price).

22.   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.

23.   Effective Date

            The Plan shall commence on the Effective Date, and subject to
Paragraph 15 (regarding the Board's right to amend or terminate the Plan), shall
remain in effect thereafter. The Plan shall be approved by stockholders of Del
Monte within twelve months before or after the effective date of the Plan.
However, without further stockholder approval, no Incentive Stock Option may be
granted under the Plan after the tenth anniversary of the Effective Date.

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