Recital

Exhibit 10.2

Del Monte Foods Company
2005 Non-Employee Director Deferred Compensation Plan
Plan Agreement — 2006

     THIS PLAN AGREEMENT (this “Agreement”) is entered into as of December ___, 2005, between Del Monte Foods Company, (“Del Monte”), and ___(the “Participant”).

Recital

     A.     The Participant is a non-employee director who contributes materially to the continued growth, development and future business success of Del Monte. By this Plan, Del Monte intends to provide deferred compensation to the Participant.

     B.      Del Monte has adopted, effective January 1, 2006, the “Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan, as amended and restated effective January 1, 2006” (the “Plan”), as amended from time to time, and the Participant has been selected to participate in the Plan.

     C.      The Participant desires to participate in the Plan by agreeing to the terms for the 2006 deferral period.

Agreement

     NOW THEREFORE, it is mutually agreed that:

     1.      Definitions. Unless otherwise provided in this Agreement, the capitalized terms in this Agreement shall have the respective meanings assigned in the Plan document (the “Plan Document”).

     2.      Integrated Agreement; Parties Bound. The Plan Document, a copy of which has been delivered to the Participant, is hereby incorporated into and made a part of this Agreement as though set forth in full in this Agreement. The parties to this Agreement agree to, shall be bound by, and have the benefit of, each and every provision of the Plan as set forth in the Plan Document. This Agreement and the Plan Document, collectively, shall be considered one complete contract between the parties. Notwithstanding the foregoing provisions, the Participant acknowledges and agrees that the Plan and this Agreement may be modified by Del Monte for compliance with the American Jobs Creation Act of 2004 with respect to any election to defer compensation made for compensation earned after December 31, 2004.

     3.      Acknowledgment. The Participant hereby acknowledges that he or she has read and understands this Agreement and the Plan Document.

     4.      Separate Account. The Participant and Del Monte hereby agree that all deferrals by Participant under the Plan will be recorded in a separate Account for deferrals made for each deferral year or period and will be subject to the terms of the Plan in effect as of January 1, 2005 and as amended thereafter for compliance with the American Jobs Creation Act of 2004 and Internal Revenue Code section 409A and the regulations thereunder. The 2006 deferral period is January 1, 2006 through January 28, 2007.

     5.      Conditions to Participation. As a condition to participation in the Plan from and after January 1, 2006, the Participant must execute and return to the Corporate Secretary of Del Monte an original copy of this Agreement, a Deferral Election Form for 2006, a Termination Benefit Payout Form for 2006, and a Beneficiary Designation and Spousal Consent Form.

     6.      Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, Del Monte, its successors and assigns, and the Participant.

     7.      Governing Law. This Agreement shall be governed by and construed under the laws of the State of California, as in effect at the time of the execution of this Agreement.

     IN WITNESS WHEREOF, the Participant has signed and Del Monte has accepted this Plan Agreement as of the date first written above.

		PARTICIPANT
Date		[Signature of Participant]
		[Type or Print Name]

AGREED AND ACCEPTED BY DEL MONTE

		DEL MONTE FOODS COMPANY
Date		[Signature]
		James Potter
		Corporate Secretary of Del Monte Foods Company