exv10w1



 




Exhibit 10.1




DEL MONTE CORPORATION




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(Second Restatement)




Effective January 1, 2005





 








 






DEL MONTE CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 	 	

	ARTICLE
1     Definitions	 	

	
2

	


	           Section 1.1. Actively Employed	 	

	
2

	


	           Section 1.2. Actuarial Equivalent Value	 	

	
2

	


	           Section 1.3. Additional Benefits Plan	 	

	
2

	


	           Section 1.4. Affiliate	 	

	
2

	


	           Section 1.5. Beneficiary	 	

	
2

	


	           Section 1.6. Board	 	

	
2

	


	           Section 1.7. Cause	 	

	
2

	


	           Section 1.8. Change of Control	 	

	
3

	


	           Section 1.9. Claimant	 	

	
3

	


	           Section 1.10. Code	 	

	
3

	


	           Section 1.11. Committee	 	

	
3

	


	           Section 1.12. Compensation	 	

	
3

	


	           Section 1.13. Corporation	 	

	
3

	


	           Section 1.14. Del Monte Foods Company	 	

	
4

	


	           Section 1.15. Effective Date	 	

	
4

	


	           Section 1.16. Employer	 	

	
4

	


	           Section 1.17. Excess Plan	 	

	
4

	


	           Section 1.18. Final Average Compensation	 	

	
4

	


	           Section 1.19. Gross Benefit	 	

	
4

	


	           Section 1.20. Heinz Participant Preservation Arrangement	 	

	
4

	


	           Section 1.21. Net Benefit	 	

	
4

	


	           Section 1.22. Participant	 	

	
4

	


	           Section 1.23. Plan	 	

	
4

	


	           Section 1.24. Plan A	 	

	
4

	


	           Section 1.25. Plan Administrator	 	

	
4

	


	           Section 1.26. Plan Year	 	

	
4

	


	           Section 1.27. PRA	 	

	
4

	


	           Section 1.28. Retirement Contribution Account	 	

	
5

	


	           Section 1.29. Service	 	

	
5

	


	           Section 1.30. Supplemental Benefits Plan	 	

	
5

	


	ARTICLE 2    Participation and Eligibility for Benefits	 	

	
5

	


	           Section 2.1. Participation	 	

	
5

	


	           Section 2.2. Eligibility for Benefits	 	

	
5

	


	           Section 2.3. Death	 	

	
5

	


	ARTICLE 3    Benefits	 	

	
6

	


	           Section 3.1. Amount of Benefits	 	

	
6

	


	           Section 3.2. Payment of Benefits	 	

	
7

	


	           Section 3.3. Benefits in Cases of Reemployment	 	

	
7

	


	ARTICLE 4    Administration and Authority	 	

	
7

	


	           Section 4.1. Plan Administrator	 	

	
7

	


	           Section 4.2. Powers	 	

	
7

	









i








 




	 	 	 	 	 
	           Section 4.3. Expenses	 	

	
8

	


	ARTICLE 5     Amendment and Termination	 	

	
8

	


	           Section 5.1. Right to Amend or Terminate	 	

	
8

	


	ARTICLE 6     Miscellaneous	 	

	
8

	


	           Section 6.1. Headings	 	

	
8

	


	           Section 6.2. Unfunded Plan	 	

	
8

	


	           Section 6.3. Authorization for Trust	 	

	
8

	


	           Section 6.4. No Employment Rights	 	

	
9

	


	           Section 6.5. Benefits Not Assignable or Transferable	 	

	
9

	


	           Section 6.6. Laws Applicable	 	

	
9

	


	ARTICLE 7     Claims Procedure	 	

	
9

	


	           Section 7.1. Filing of a claim for benefits	 	

	
9

	


	           Section 7.2. Notification to claimant of decision	 	

	
9

	


	           Section 7.3. Appeal Process	 	

	
10

	


	           Section 7.4. Decision on Appeal	 	

	
10

	


	           Section 7.5. Effect of Extensions	 	

	
10

	


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

	
i

	









ii








 




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
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 eligible employees and adjusted for offsets
for other benefits paid.




     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.





1








 



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.




     Section 1.2. Actuarial Equivalent Value. shall mean the lump sum value of
any annuity benefit or the amount of an account balance of any account balanced
based plan. The lump sum value for a benefit under Plan A, the PRA, the
Additional Benefits Plan or the Supplemental Benefit Plan is determined using
the applicable plan’s factors to determine a lump sum, and with respect to any
other annuity benefit for any other plan, using the factors to determine a lump
sum under the PRA.




     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.




     Section 1.4. Affiliate. 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. 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 the 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 1.6. Board. shall mean the Board of Directors of the Corporation
or its duly appointed delegate or delegates.




     Section 1.7. 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; (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






2








 



	 	 	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.





	 	 	             (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 1.8. Change of Control. shall mean a “Change of Control” as
defined in the Del Monte Foods Company 2002 Stock Incentive Plan.




     Section 1.9. Claimant. shall have the definition set forth in Article 7.




     Section 1.10. Code. shall mean the Internal Revenue Code of 1986 and the
regulations promulgated thereunder, as amended from time to time.




     Section 1.11. Committee. shall mean the Corporation’s “Del Monte
Corporation Employee Benefits Committee.”




     Section 1.12. Compensation. shall mean:




	 	 	             (a)   “Compensation” as defined in the PRA and adjusted as described
in subsections (b), (c) and (d) below or, as applicable, the compensation
as set forth in the Heinz Participant Preservation Arrangement for the
applicable Participant.





	 	 	             (b)   Compensation shall include any amounts excluded under the PRA by
reason of Code sections 401(a)(17) and 415.





	 	 	             (c)   Unless already included, Compensation shall include the amount
of any annual incentive award or bonus awarded to a Participant and
included in the year of payment of such award or bonus, notwithstanding
any deferral of such amount by the Participant.





	 	 	             (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.





     Section 1.13. Corporation. shall mean Del Monte Corporation, a Delaware
corporation, or any successor thereto.





3








 



     Section 1.14. Del Monte Foods Company. shall mean Del Monte Foods Company,
a Delaware corporation.




     Section 1.15. Effective Date. shall mean the effective date of this
amendment and restatement, January 1, 2005.




     Section 1.16. Employer. shall mean the Corporation and any Affiliate of
the Corporation.




     Section 1.17. Excess Plan. shall mean the Corporation’s “Del Monte
Corporation Employees Retirement and Savings Excess Plan,” as amended from time
to time, or any successor thereto.




     Section 1.18. 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 of Service, Compensation determined in the Heinz Participant Preservation
Arrangement may be used. Annual Compensation shall be determined on the basis
of a calendar year.




     Section 1.19. Gross Benefit. shall have the definition set forth in
Article 3, Section 3.1.




     Section 1.20. 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 Effective Date and
their compensation with respect to this Plan for periods prior to the Effective
Date.




     Section 1.21. Net Benefit. shall have the definition set forth in Article 3, Section 3.1.




     Section 1.22. Participant. shall have the definition set forth in Article 2.




     Section 1.23. 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 1.24. 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 1.25. Plan Administrator. shall have the definition set forth in Article 4.




     Section 1.26. Plan Year. shall mean a calendar year.




     Section 1.27. PRA. shall mean the “Del Monte Corporation Retirement Plan
for Salaried Employees,” as in effect from time to time.





4








 



     Section 1.28. 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 1.29. Service. shall mean the Period of Service under the 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 the PRA.




     Section 1.30. Supplemental Benefits Plan. shall mean the Del Monte
Corporation Supplemental 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.




ARTICLE 2

Participation and Eligibility for Benefits




     Section 2.1. Participation. Participants in this Plan are those
individuals Actively Employed by the Corporation 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 Participant Preservation
Arrangement.




     Section 2.2. Eligibility for Benefits




	 	 	             (a)     A Participant who ceases to be employed by the Employer on or
after (i) his or her 55th birthday, and (ii) after five (5) years of
Service, and (iii) after December 20, 2007 shall be entitled to the
benefits under the Plan described in Article 3; provided that,
Participants in the Heinz Participant Preservation Arrangement shall not
be subject to the eligibility requirement set forth in Article 2, Section
2.2(a)(iii); provided further that if a Participant’s employment is
terminated by the Corporation within two (2) years after a Change of
Control, the Participant, shall not be subject to the eligibility
requirement set forth in Article 2, Section 2.2(a)(iii).





	 	 	             (b)     Notwithstanding the foregoing, if a Participant’s employment
terminates for Cause, the Participant shall forfeit any benefit under
this Plan.





     Section 2.3. DeathIf a Participant dies while Actively Employed by the
Employer (or after termination of employment 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(c).





5








 



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 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”), offset by the amounts determined under
section (b) below to produce the benefit payable (the “Net Benefit”).





	 	 	             (b)     The Gross Benefit amount of a Participant shall be reduced by
the Actuarial Equivalent Value of:





	(i)	 	the amount payable to the
Participant under the Supplemental Benefit Plan
and the Additional Benefits Plan as of the date
of termination of employment, if any;





	(ii)	 	the amount payable to the
Participant under the Excess Plan as of the date
of termination of employment, if any;





	(iii)	 	the amount payable to the
Participant under Plan A as of the date of
termination of employment, if any;





	(iv)	 	the Participant’s Retirement
Contribution Account, increased for any
withdrawals, distributions, or outstanding loan
balances made from or on account of such account
prior to December 31, 2004, and then increased by
interest credits determined in the same manner
and amount as credited under PRA from January 1,
2005 until the date of termination of employment,
if any;





	(v)	 	the Participant’s Credit
Balance in the PRA as of the date of termination
of employment, if any; or, if a greater Actuarial
Equivalent Value, the Participant’s PRA Preserved
Benefit as of the date of termination of
employment, if any;





	(vi)	 	the amount of any benefit paid
or payable to the Participant as an annuity or
from any lump sum payment made or to be made in
lieu of an annuity from any retirement plan
(whether or not qualified under Code Section 401)
of the Employer, domestic or foreign, as the Plan
Administrator may determine to be appropriate
from time to time, as of the date of termination
of employment, if any.






6








 




	 	 	             (c)     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 subsection (a) above if the Participant had
terminated 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 determined under subsections (a) and (b)
above.





     Section 3.2. Payment of Benefits The Plan benefit payable to a
Participant, or designated Beneficiary, shall be paid in a cash lump sum as
soon as practicable after the Participant’s termination of employment, or date
of death, if applicable.




     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 and amount as credited under PRA from the date of the prior
payment through the subsequent termination of employment, but not reduced to
less than zero.




ARTICLE 4

Administration and Authority




     Section 4.1. Plan Administrator. The general administration and
responsibility for carrying out the provisions of the Plan shall be placed with
the Plan Administrator. The Plan Administrator shall be the Committee or its
designee. Persons participating in Plan administration may be eligible to
participate in the Plan. The Plan Administrator shall have complete control of
the administration of the Plan with all powers to enable it to carry out its
duties in that respect, subject at all times to the limitations and conditions
specified in or imposed by the Plan. The Plan Administrator is a named
fiduciary of the Plan.




     Section 4.2. Powers. In addition to any implied powers needed to carry
out the provisions of the Plan, the Plan Administrator shall have the following
specific powers:




	 	 	             (a)     To make and enforce such rules and regulations and procedures as it
shall deem necessary or proper for the efficient administration of the Plan and
to design written forms or other documents to implement such rules, regulations
and procedures;





	 	 	             (b)     To interpret the Plan and to decide any and all matters arising
hereunder, including the right to remedy possible ambiguities, inconsistencies
or omissions;





	 	 	             (c)     To determine the amount of benefits that shall be payable in
accordance with the provisions of the Plan;






7








 



	 	 	             (d)     To arrange for withholding and remittance of such withholding taxes as
are required under the Code;





	 	 	             (e)     To authorize any agent to execute or deliver any instrument or make
any payment on its behalf; to retain counsel, employ agents and provide for
such clerical, accounting and consulting services as it may require in carrying
out the provisions of the Plan; and to allocate among or delegate to other
persons all or such portion of its duties hereunder as the Plan Administrator
in its sole discretion shall decide;





	 	 	             (f)     To determine benefit eligibility under the Plan, to interpret Plan
provisions and to take any action necessary to execute the provisions of the
Plan, and all such authority shall be exercised in a manner consistent with the
provisions of the Plan.





     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.




     Section 4.3. Expenses The Corporation shall pay all expenses of
administering the Plan.




ARTICLE 5

Amendment and Termination




     Section 5.1. Right to Amend or Terminate The Board reserves the right to
terminate, modify, alter or amend this Plan from time to time to any extent
that it may deem advisable.




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




8








 





 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.




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;






9








 



	 	 	             (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).





     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.





10








 



SIGNATURE




     The above stated Plan is hereby adopted and approved to be effective as of
the Effective Date as defined herein.




	 
	DEL MONTE CORPORATION
	 
	By:  /s/ Mark J.C. Buxton



Mark J.C. Buxton

Vice President, Human Resources







11








 




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








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