DEL MONTE FOODS CO
EXHIBIT 10.49
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>25
<FILENAME>f84647exv10w49.txt
<DESCRIPTION>EXHIBIT 10.49
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.49

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

        This Second Amendment to Employment Agreement (the "Second Amendment")
is entered into as of March 26, 2002, by and between DEL MONTE FOODS COMPANY, a
Delaware corporation, with its principal place of business in San Francisco,
California (the "Company"), and Wesley J. Smith, an individual residing in the
State of California ("Employee"), to amend the Employment Agreement, dated March
16, 1998, among the Company and Employee (the "Agreement"), as follows:

        1. In the first paragraph on page 1, "a Delaware corporation" is
substituted for "a Maryland corporation."

        2. In the first sentence of Section 2(a), the amount "$440,000" is
substituted for the amount "$400,000".

        3. In Section 2(b), the percentage "60%" is substituted for the
percentage "50%".

        4. A new Section 2(d) is added to the Agreement in the following form:

               (d) In the event of a Change of Control (as defined in the
Retention Plan referred to herein), if Employee has been designated a "Key
Employee" by the Nomination and Compensation Committee of the Board of
Directors, Employee shall be eligible to participate in, and entitled to a
percentage of, the Company's incentive compensation pool pursuant to the terms
of the Retention Plan adopted by the Nominating and Compensation Committee on
October 24, 2000 (the "Retention Bonus").

        5. Section 3(a)(ii), Section 3(b)(y), Section 3(c)(ii), and Section
3(d)((i)(2) are amended as follows: the phrase "any earned but unpaid Bonus to
which the Employee is entitled pursuant to the AIAP as of the Termination Date"
is replaced with the phrase "a pro rata portion of Employee's target Bonus for
the year in which Employee's termination occurs, prorated for Employee's actual
employment period during such year."

        6. A new Section 3(g) is added to the Agreement in the following form:

               (g) Termination Upon Change of Control. In the event of
Employee's Termination Upon Change of Control (as defined below), Employee shall
receive the benefits detailed in Section 3(d) on the terms and conditions set
forth therein, provided, however, that the payment set forth in Section 3(d)(ii)
shall be made in a lump sum, to be paid within thirty (30) days of Employee's
termination date, and not in installments until the earlier of (x) the second
anniversary of the Termination Date or (y) the Employee's engagement in any
aspect of the Company's Business, as provided in Section 3(d)(ii). No other
compensation of any kind or severance or other payment of any kind shall be
payable by the Company to Employee after the termination date


<PAGE>

except as provided in Section 3(d). Any amounts due Employee under this Section
3(g) are in the nature of severance payments, or liquidated damages which
contemplate both direct damages and consequential damages that may be suffered
as a result of Employee's termination, and are not in the nature of a penalty.
For purposes of this Section 3(g) "Termination Upon Change of Control" means (i)
the termination of Employee's employment by the Company without cause during the
period commencing on the date the "Change of Control" (as defined in the
Company's 1998 Stock Incentive Plan, as amended through November 15, 2000)
occurs and ending on the date which is eighteen (18) months after the Change of
Control; or (ii) termination by Employee of the Employment Period within
eighteen (18) months after the occurrence of a Change of Control; but (iii)
"Termination Upon Change of Control" shall not include any termination of
Employee's employment by the Company for cause, or as a result of the death or
disability of Employee.

        7. Revise Section 6(a) to delete:

                               Arthur H. Kohn, Esq.
                               Cleary, Gottlieb, Stern & Hamilton
                               One Liberty Plaza
                               New York, NY  10006

                               and to insert:

                               Gibson, Dunn & Crutcher LLP
                               One Montgomery Street, 31st Floor
                               San Francisco, CA 94104
                               Attn: Douglas D. Smith

        8. A new Section 7 is added to the Agreement in the following form:

               7.  Indemnification.

               In the event Employee is made, or threatened to be made, a party
to any legal action or proceeding, whether civil or criminal, by reason of the
fact that Employee is or was a director or officer of the Company or serves or
served any other corporation fifty percent (50%) or more owned or controlled by
the Company in any capacity at the Company's request, Employee shall be
indemnified by the Company, and the Company shall pay Employee's related
expenses when and as incurred, all to the fullest extent permitted by the laws
of the State of Delaware, and the Company's Certificate of Incorporation and
Bylaws.

        This Second Amendment supersedes and replaces the First Amendment to
Employment Agreement, dated July 1, 1999, which is hereby null and void.


                                       2

<PAGE>

        Except as expressly provided in this Second Amendment, all other
provisions of the Agreement remain in full force and effect.

        IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the date first written above.

                                 DEL MONTE FOODS COMPANY

                                 By:    /s/ David L. Meyers
                                     -------------------------------------------
                                 Name:  David L. Meyers
                                       -----------------------------------------
                                 Title: Executive Vice President, Administration
                                        and Chief Financial Officer
                                        ----------------------------------------


                                               /s/ Wesley J. Smith
                                 -----------------------------------------------
                                                 Wesley J. Smith


                                       3


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