FRESH DEL MONTE PRODUCE INC (Form: 10-Q, Received: 04/30/2008 15:10:57)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-14706

FRESH DEL MONTE PRODUCE INC.

(Exact Name of Registrant as Specified in Its Charter)


The Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S Employer Identification No.)

Walker House, Mary Street P.O. Box 908GT George Town, Grand Cayman		N/A
(Address of Registrant’s Principal Executive Office)		(Zip Code)

(305) 520-8400

(Registrant’s telephone number including area code)

Please send copies of notices and communications from the Securities and Exchange Commission to:

c/o Del Monte Fresh Produce Company

241 Sevilla Avenue

Coral Gables, Florida 33134

(Address of Registrant’s U.S. Executive Office)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No: ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨		Accelerated filer x
Non-accelerated filer ¨		Smaller reporting company ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 18, 2008, there were 63,347,620 ordinary shares of Fresh Del Monte Produce Inc. issued and outstanding.

Forward-Looking Statements

This Report, information included in future filings by Fresh Del Monte Produce Inc. (“Fresh Del Monte”) and information contained in written material, press releases and oral statements issued by or on behalf of Fresh Del Monte contain, or may contain, statements that constitute forward-looking statements. In this report, these statements appear in a number of places and include statements regarding the intent, belief or current expectations of Fresh Del Monte or its officers (including statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates” or similar expressions) with respect to various matters, including (i) Fresh Del Monte’s anticipated needs for, and the availability of, cash, (ii) its liquidity and financing plans, (iii) its ability to successfully integrate acquisitions into its operations, (iv) trends affecting its financial condition or results of operations, including anticipated fresh produce sales price levels and anticipated expense levels, in particular, higher production and fuel costs, (v) its plans for expansion of its businesses (including through acquisitions) and cost savings, (vi) the impact of competition and (vii) the resolution of certain legal and environmental proceedings. All forward-looking statements in this Report are based on information available to Fresh Del Monte on the date hereof, and Fresh Del Monte assumes no obligation to update any such forward-looking statements.

The forward-looking statements are not guarantees of future performance and involve risks and uncertainties. It is important to note that Fresh Del Monte’s actual results may differ materially from those in the forward-looking statements as a result of various factors. The accompanying information contained in this Report identifies important factors that could cause Fresh Del Monte’s actual results to differ materially from those in the forward-looking statements.

TABLE OF CONTENTS


		Page
PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of March 28, 2008 (unaudited) and December 28, 2007		1

Consolidated Statements of Income (unaudited) for the quarter ended March 28, 2008 and March 30, 2007		2

Consolidated Statements of Cash Flows (unaudited) for the quarter ended March 28, 2008 and March 30, 2007		3

Notes to Consolidated Financial Statements (unaudited)		4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3. Quantitative and Qualitative Disclosures about Market Risk		24

Item 4. Controls and Procedures		24

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		25

Item 1A. Risk Factors		25

Item 5. Others Information		25

Item 6. Exhibits		26

Signatures		27

PART I: FINANCIAL INFORMATION

Item 1.

Financial Statements

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in millions, except share and per share data)


	March 28, 2008		December 28, 2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	28.7	$	30.2
Trade accounts receivable, net of allowance of $20.1 and $20.4, respectively		407.4		343.3
Other accounts receivables, net of allowance of $15.6 and $14.6, respectively		65.8		70.6
Inventories		423.1		406.9
Deferred income taxes		8.7		9.1
Prepaid expenses and other current assets		34.7		27.8

Total current assets		968.4		887.9

Investments in and advances to unconsolidated companies		8.9		10.6
Property, plant and equipment, net		854.3		851.8
Deferred income taxes		61.2		63.8
Other noncurrent assets		116.1		118.4
Goodwill		253.7		253.2

Total assets	$	2,262.6	$	2,185.7


Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	414.3	$	358.5
Current portion of long-term debt and capital lease obligations		7.3		6.9
Deferred income taxes		20.2		20.2
Income taxes and other taxes payable		12.5		11.1

Total current liabilities		454.3		396.7

Long-term debt and capital lease obligations		189.8		231.7
Retirement benefits		58.9		57.2
Other noncurrent liabilities		37.0		34.9
Deferred income taxes		81.1		85.6

Total liabilities		821.1		806.1

Minority interests		15.7		14.8
Commitments and contingencies		—		—
Shareholders’ equity:
Preferred shares, $0.01 par value; 50,000,000 shares authorized; none issued or outstanding		—		—
Ordinary shares, $0.01 par value; 200,000,000 shares authorized; 63,277,962 and 62,702,916 issued and outstanding, respectively		0.6		0.6
Paid-in capital		536.6		518.0
Retained earnings		870.5		806.9
Accumulated other comprehensive income		18.1		39.3

Total shareholders’ equity		1,425.8		1,364.8

Total liabilities and shareholders’ equity	$	2,262.6	$	2,185.7

See accompanying notes.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(U.S. dollars in millions, except share and per share data)


	Quarter ended
	March 28, 2008			March 30, 2007
Net sales	$	894.9		$	836.0
Cost of products sold		798.0			736.9

Gross profit		96.9			99.1
Selling, general and administrative expenses		39.4			42.2
Asset impairment and other charges (credits), net		4.6			(2.9	)

Operating income		52.9			59.8
Interest expense		3.4			9.2
Interest income		0.3			0.2
Other income, net		12.5			3.9

Income before income taxes		62.3			54.7
Provision for (benefit from) income taxes		(1.3	)		3.1

Net income	$	63.6		$	51.6

Net income per ordinary share - Basic	$	1.01		$	0.89

Net income per ordinary share - Diluted	$	1.00		$	0.89

Weighted average number of ordinary shares:
Basic		62,859,064			57,699,889

Diluted		63,358,190			57,746,578

See accompanying notes.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(U.S. dollars in millions)


	Quarter ended
	March 28, 2008			March 30, 2007
Operating activities:
Net income	$	63.6		$	51.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20.6			19.3
Gain on pension liability		(0.8	)		(4.4	)
Stock-based compensation expense		2.1			1.5
Asset impairment charges		0.5			—
Change in uncertain tax positions		(1.6	)		2.6
Gain on sale of assets		(2.2	)		(1.9	)
Equity in loss of unconsolidated companies		1.8			1.4
Deferred income taxes		(1.5	)		(1.3	)
Foreign currency translation adjustment		(4.6	)		(0.9	)
Changes in operating assets and liabilities:
Receivables		(59.2	)		(43.2	)
Inventories		(15.6	)		(24.1	)
Prepaid expenses and other current assets		(8.1	)		(8.0	)
Accounts payable and accrued expenses		40.2			34.2
Other noncurrent assets and liabilities		4.5			(11.8	)

Net cash provided by operating activities		39.7			15.0

Investing activities:
Capital expenditures		(20.8	)		(22.7	)
Proceeds from sales of assets		5.3			6.9

Net cash used in investing activities		(15.5	)		(15.8	)

Financing activities:
Proceeds from long-term debt		167.3			172.2
Payments on long-term debt		(208.9	)		(167.2	)
Proceeds from stock options exercised		16.5			0.1

Net cash (used in) provided by financing activities		(25.1	)		5.1

Effect of exchange rate changes on cash		(0.6	)		(0.1	)

Net (decrease) increase in cash and cash equivalents		(1.5	)		4.2
Cash and cash equivalents, beginning		30.2			39.8

Cash and cash equivalents, ending	$	28.7		$	44.0

Supplemental cash flow information:

Cash paid for interest	$	2.8		$	9.3

Cash paid for income taxes	$	0.1		$	0.6

Non cash financing and investing activities
Purchase of assets under capital lease obligations	$	—		$	9.5

See accompanying notes.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. General

References in this report to Fresh Del Monte, “we”, “our”, “us”, and the “Company” refer to Fresh Del Monte Produce Inc. and its subsidiaries, unless the context indicates otherwise.

We were incorporated under the laws of the Cayman Islands on August 29, 1996 and are 26.9% owned by IAT Group Inc., which is 100% beneficially owned by members of the Abu-Ghazaleh family. In addition, members of the Abu-Ghazaleh family directly own 7.8% of our outstanding ordinary shares.

Prior to March 31, 2008, we qualified as a “foreign private issuer” for purposes of filing and disclosure requirements under the United States securities laws. As a “foreign private issuer” under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), we filed our annual report with the United States Securities and Exchange Commission (“SEC”) on Form 20-F. Effective March 31, 2008, we no longer satisfied the definition of a “foreign private issuer” under the Exchange Act and we are now required to file our annual reports on Form 10-K and our quarterly reports on Form 10-Q.

In our opinion, the accompanying unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to present fairly our financial position as of March 28, 2008 and our operating results and cash flows for the three-month period then ended. Interim results are subject to significant seasonal variations and may not be indicative of the results of operations that may be expected for the entire 2008 year.

Certain prior year amounts have been reclassified to conform to the current period presentation.

For additional information, see our Consolidated Financial Statements included in our Annual Report on Form 20-F for the year ended December 28, 2007.

2. Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “ Fair Value Measurements ”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. SFAS No. 157 is effective for us beginning on December 29, 2007, the first day of our 2008 year.

Additionally on February 6, 2008, the FASB finalized FASB Staff Position 157-2, “ Fair Value Measurements ” (“FSP 157-2”) and agreed to defer the effective date of SFAS No. 157 until years beginning after November 15, 2008 for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The deferral applies to the annual assessment of fair value performed for goodwill and indefinite-lived intangible assets under SFAS No. 142, “ Goodwill and Other Intangible Assets ”, long-lived assets measured at fair value for an impairment assessment under SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets ”, asset retirement obligations accounted for under SFAS No. 143, “ Accounting for Asset Retirement Obligations ” and liabilities for exit or disposal activities initially measured at fair value under SFAS No. 146, “ Accounting for Costs Associated with Exit or Disposal Activities ”. In accordance with SFAS No. 157 and FSP 157-2, we have adopted the provisions of SFAS No. 157 with respect to our financial assets

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

2. Recently Issued Accounting Pronouncements (continued)

and liabilities that are measured at fair value within the Consolidated Financial Statements commencing on December 29, 2007, the first day of our 2008 year. Our adoption of SFAS No. 157 has not had any material impact on our Consolidated Financial Statements as of March 28, 2008. Refer to note 13, “ Fair Value Measurements ”. We are currently evaluating the impact of adopting the items deferred by FSP 157-2 on our Consolidated Financial Statements.

On December 4, 2007, the FASB issued Statement No. 141(R), “ Business Combinations ” and Statement No. 160, “Accounting and Reporting of Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51” . These new standards will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS No. 160 requires classification of noncontrolling interests as a component of consolidated shareholder’s equity and the elimination of “minority interest” accounting in results of operations. Earnings attributable to noncontrolling interests are required to be reported as part of consolidated earnings and not as a separate component of income or expense. However, earnings attributable to the noncontrolling interests are required to be disclosed on the face of the income statement. SFAS No. 141(R) and SFAS No. 160 are required to be adopted simultaneously and are effective on the first day of our 2009 year. Earlier adoption is prohibited. We are currently evaluating the impact of adopting SFAS No. 141(R) and SFAS No. 160 on our Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities ”, an amendment of SFAS No. 133, “ Accounting for Derivative Instruments and Hedging Activities” . SFAS No. 161 requires entities to provide greater transparency in derivative disclosures by requiring qualitative disclosure about objectives and strategies for using derivatives and quantitative disclosures about fair value amounts of and gains and losses on derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We will be required to comply with the disclosure requirements of SFAS No. 161 in our 2009 first quarter financial statements.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

3. Asset Impairment and Other Charges

The following represents a summary of asset impairment and other charges (credits), net recorded during the quarter ended March 28, 2008 and March 30, 2007 (U.S. dollars in millions):


	Quarter ended
	March 28, 2008		March 30, 2007
Charges related to asset impairments	$	0.5	$	—
Other charges (credits) related to exit activities		4.1		(2.9	)

Total asset impairment and other charges (credits), net	$	4.6	$	(2.9	)

The $4.6 million in Asset impairment and other charges (credits), net for the quarter ended March 28, 2008 includes $3.6 million in charges related to the closure of an under-utilized distribution center in the United Kingdom in the banana segment. Of the $3.6 million, $0.5 million relates to asset impairment and $3.1 relates to one-time termination benefits and contract termination costs. Included in the $4.6 million is a charge of $1.4 million related to one-time termination benefits for the previously announced closure of a beverage production facility in the United Kingdom in the prepared food segment. Also included in the $4.6 million is a net credit of $0.4 million related to the previously announced decision to exit production activities in Hawaii in 2006 of which $0.8 million relates to the amortization of deferred pension gains offset by $0.4 million related to other exit activity charges in the other fresh produce segment.

As a result of the decision to exit all production activities in Hawaii in 2006, we recorded a net gain of $2.9 million for the quarter ended March 30, 2007 in Asset impairment and other charges (credits), net in the Consolidated Statements of Income. Included in the $2.9 million net credit is a curtailment gain of $3.4 million and amortization of $1.0 million related to the U.S. based post-retirement healthcare plan as a result of the recognition of a prior service credit due to employee turnover and actuarial gains for the quarter ended March 30, 2007 partially offset by a charge of $1.6 million for additional one-time termination benefits as a result of legal proceedings and negotiations with the union in Hawaii.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

3. Asset Impairment and Other Charges (continued)

Exit Activity Reserves

The following represents a rollforward of 2008 activities related to exit activity reserves (U.S. dollars in millions):


	Exit activity reserve balance at December 28, 2007		Impact to Earnings		Cash Paid			Exit activity reserve balance at March 28, 2008
One time termination benefits	$	4.4	$	1.7	$	(0.7	)	$	5.4
Contract termination and other exit activity charges		2.6		3.2		(2.6	)		3.2

	$	7.0	$	4.9	$	(3.3	)	$	8.6

Included in the exit activity reserve balance at March 28, 2008 are one-time termination benefits, contract termination costs and other exit activity charges related primarily to (1) the previously announced decision to exit the Hawaiian production operations included in the other fresh produce segment and (2) the closure of an under-utilized distribution center in the United Kingdom in the banana segment.

4. Uncertain Tax Positions

As of December 28, 2007, we had $13.0 million of uncertain tax positions, including $2.2 million of interest and penalties. During the quarter ended March 28, 2008, $2.3 million of uncertain tax positions, including interest and penalties of $1.0 million were reversed due to a lapse in the statute of limitation. In addition, there was an increase of $0.7 million of uncertain tax positions, including interest and penalties of $0.2 million, as a result of tax positions taken during a prior period. The change in uncertain tax positions for the quarter ended March 28, 2008 was a net benefit of $1.6 million all of which will affect the effective tax rate.

The Company classifies interest and penalties on uncertain tax positions as a component of income tax expense in Consolidated Statements of Income.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

5. Stock-Based Compensation

On October 31, 2007, the Board of Directors approved an amendment to the 1999 Share Incentive Plan (the “1999 Plan”), which authorized an additional 3,000,000 shares increasing the aggregate ordinary shares to 9,000,000 under which options may be granted under the 1999 Plan subject to approval and ratification by our shareholders at the annual general meeting on April 30, 2008.

Stock-based compensation expense related to stock options for the quarters ended March 28, 2008 and March 30, 2007 included in the determination of income before taxes and net income totaled $2.1 million or $0.03 per diluted share and $1.5 million or $0.03 per diluted share, respectively, on a straight-line, single award basis and is included in the accompanying Consolidated Statements of Income, in selling, general and administrative expenses.

We are in a net operating loss position in the relevant jurisdictions. Therefore, for the quarter ended March 28, 2008, deferred tax assets related to stock-based compensation expense have been fully reserved and there was no reduction in taxes currently payable or related effect on cash flows as the result of excess tax benefits from stock options exercised in these periods. The proceeds received from exercise of stock options were $16.5 million and $0.1 million for the quarter ended March 28, 2008 and March 30, 2007, respectively.

On February 27, 2008, we granted 161,000 stock options from our 1999 Plan to our Chairman and Chief Executive Officer. These options vested 20% on the grant date and then will vest 20% on each of the next four anniversary dates. Based on their grant date fair value of $11.71 per option, we recognized $0.4 million of stock-based compensation expense related to this grant which is included in the $2.1 million of total stock-based compensation expense for the first quarter of 2008.

On February 27, 2008, we granted, in equal amounts, stock options from our 1999 Plan totaling 43,750 to seven non-management members of our Board of Directors. These options vested 100% on the grant date. Based on their grant date fair value of $9.25 per option, we recognized $0.4 million of stock-based compensation expense related to this grant which is included in the $2.1 million of total stock-based compensation expense for the first quarter of 2008.

On February 28, 2007, we granted, in equal amounts, stock options from our 1997 Share Incentive Plan totaling 37,500 to six non-management members of our Board of Directors. These options vested 100% on the grant date. Based on their grant date fair value of $3.94 per option, we recognized $0.1 million of stock-based compensation expense related to this grant which is included in the $1.5 million of total stock-based compensation expense for the first quarter of 2007.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

6. Inventories

Inventories consisted of the following (U.S. dollars in millions):


	March 28, 2008		December 28, 2007
Finished goods	$	194.1	$	170.7
Raw materials and packaging supplies		119.8		126.2
Growing crops		109.2		110.0

Total inventories	$	423.1	$	406.9

7. Long-Term Debt and Capital Lease Obligations

Our long-term debt consists principally of a four-year syndicated revolving credit facility (the “Credit Facility”) with Rabobank Nederland, New York Branch, as administrative agent. The Credit Facility includes a revolving commitment of $600.0 million expiring on November 10, 2009 and a term loan commitment (the “Term Loan”).

The Term Loan is a five-year amortizing loan with quarterly payments of principal and interest which matures on May 10, 2011. We currently have $142.5 million outstanding under the Term Loan. The interest rate on the Term Loan (3.44% at March 28, 2008) is based on a spread over the London Interbank Offer Rate (“LIBOR”).

The Credit Facility is collateralized directly or indirectly by substantially all of our assets and is guaranteed by certain of our subsidiaries. The Credit Facility permits borrowings with an interest rate, determined by our leverage ratio, based on a spread over LIBOR (3.52% at March 28, 2008). At March 28, 2008, $168.3 million was outstanding under the Credit Facility (including the Term Loan).

The Credit Facility requires us to be in compliance with various financial and other covenants and limits the amount of future dividends. As of March 28, 2008, we were in compliance with all of the financial and other covenants contained in the Credit Facility.

At March 28, 2008, we had $552.9 million available under committed working capital facilities, primarily under the Credit Facility. The Credit Facility also includes a swing line facility and a letter of credit facility. At March 28, 2008, we applied $22.6 million to the letter of credit facility, comprised primarily of certain contingent obligations and other governmental agencies guarantees combined with guarantees for purchases of raw materials and equipment.

As of March 28, 2008, we had $197.1 million of long-term debt and capital lease obligations, including the current portion, consisting of $168.3 million outstanding under the Credit Facility (including the Term Loan), $13.7 million of capital lease obligations and $15.1 million of other long-term debt and notes payable.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

8. Comprehensive Income

The following table sets forth comprehensive income for the quarter ended March 28, 2008 and March 30, 2007 (U.S. dollars in millions):


	Quarter ended
	March 28, 2008			March 30, 2007
Comprehensive income:
Net income	$	63.6		$	51.6
Net unrealized losses on derivatives		(19.5	)		(1.7	)
Net unrealized foreign currency translation losses		(0.9	)		(0.5	)
Net change in retirement benefit adjustment, net of tax		(0.8	)		(4.3	)

Comprehensive income	$	42.4		$	45.1

9. Litigation

DBCP Litigation

Beginning in December 1993, certain of our U.S. subsidiaries were named among the defendants in a number of actions in courts in Texas, Louisiana, Hawaii, California and the Philippines involving claims by numerous non-U.S. plaintiffs that they were injured as a result of exposure to a nematocide containing the chemical dibromochloropropane (“DBCP”) during the period 1965 to 1990. As a result of a settlement entered into in December 1998, the remaining unresolved DBCP claims against our U.S. subsidiaries are pending in Hawaii, Louisiana and California.

In 1997, plaintiffs from Costa Rica and Guatemala named certain of our U.S. subsidiaries in a purported class action in Hawaii. The action was dismissed by a federal district court on grounds of forum non conveniens in favor of the courts of the plaintiffs’ home countries and the plaintiffs appealed this decision. On April 22, 2003, the U.S. Supreme Court affirmed the plaintiffs’ appeal of the dismissal, thereby remanding the action to the Hawaiian state court. On April 27, 2007, our U.S. subsidiaries named in the action which do not have ties to Hawaii filed a motion to dismiss for lack of personal jurisdiction, and plaintiffs voluntarily dismissed these subsidiaries from the action on June 28, 2007. On February 19, 2008, plaintiffs moved to certify a worldwide class of farm workers allegedly injured from exposure to DBCP, which will be heard on June 4, 2008. A trial date of February 2009 has been set, although discovery has not yet commenced.

On November 15, 1999, one of our subsidiaries was served in two actions entitled, Godoy Rodriguez, et al. v. AMVAC Chemical Corp., et al . and Martinez Puerto, et al. v. AMVAC Chemical Corp., et al. , in the 29 ^th Judicial District Court for the Parish of St. Charles, Louisiana. These actions were removed to federal court, where they have been consolidated. As a result of the Supreme Court’s decision in the Hawaiian action, the district court remanded these actions to state court in Louisiana. At this time, it is not known how many of the approximately 315 remaining Godoy Rodriguez and Martinez Puerto plaintiffs are making claims against the Fresh Del Monte subsidiary.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

9. Litigation (continued)

On October 14, 2004, two of our subsidiaries were served with a complaint in an action styled Angel Abarca, et al. v. Dole Food Co., et al. filed in the Superior Court of the State of California for the County of Los Angeles on behalf of more than 2,600 Costa Rican banana workers who claim injury from exposure to DBCP. An initial review of the plaintiffs in the Abarca action found that a substantial number of the plaintiffs were claimants in prior DBCP actions in Texas and may have participated in the settlement of those actions. On January 11, 2008, defendants moved for summary judgment with respect to 1,329 plaintiffs who were parties to prior DBCP actions. Defendants intend to move to dismiss the claims of the remaining Abarca plaintiffs on grounds of forum non conveniens .

On April 25, 2005, two of our subsidiaries were served with a complaint styled Juan Jose Abrego, et. al. v. Dole Food Company, et al . filed in the Superior Court of the State of California for the County of Los Angeles on behalf of 955 Guatemalan residents who claim injury from exposure to DBCP. An initial review of the plaintiffs in the Abarca action found that a substantial number of the plaintiffs were claimants in prior DBCP actions and may have participated in the settlement of those actions. On January 14, 2008, defendants moved for summary judgment with respect to 206 plaintiffs who were parties to prior DBCP actions.

Former Shareholders Litigation

On December 30, 2002, we were served with a complaint filed on December 18, 2002 in the Circuit Court of the 11 ^th Judicial Circuit in and for Miami-Dade County, Florida by seven Mexican individuals and corporations, who claim to have been former indirect shareholders of our predecessor. In addition to the complaint being filed against us, the complaint was also filed against certain of our current and former directors, officers and shareholders and that of our predecessor.

The complaint alleges that instead of proceeding with a prospective buyer who offered superior terms, the former chairman of our predecessor and majority shareholder, agreed to sell our predecessor to its current majority shareholder at a below market price as the result of commercial bribes allegedly paid by our current majority shareholder and Chief Executive Officer to our predecessor’s former chairman. The trial in the case commenced on October 30, 2006, and the jury rendered a verdict in our favor on November 17, 2006. The court followed with a final judgment in our favor on December 20, 2006. Plaintiffs filed a notice of appeal on January 19, 2007. The appeal remains pending.

Class Action Litigation

a. Pineapple Class Actions

On August 2, 2004, a consolidated complaint was filed against two of our subsidiaries in the United States District Court for the Southern District of New York. This consolidated action is brought as a putative class action on behalf of all direct and indirect purchasers of Del Monte Gold ^® pineapples from March 1, 1996 through the present and merges four actions brought by fruit wholesalers and two actions brought by individual consumers. The consolidated complaint alleges claims for: (i) monopolization and attempted monopolization; (ii) restraint of trade; (iii) unfair and deceptive trade practices; and (iv) unjust enrichment. On May 27, 2005, our subsidiaries filed a motion to dismiss the indirect and direct purchasers’ claims for unjust enrichment. On June 29, 2005, plaintiffs filed a joint motion for class certification. On February 20, 2008, the Court denied plaintiffs’ motion for class certification of the indirect purchasers and only granted class certification of the direct purchasers’ claims for monopolization and attempted monopolization which was uncontested by our subsidiaries. Also on February 20, 2008, the Court granted the motion of our subsidiaries to dismiss the direct purchasers’ claims for unjust enrichment and denied as moot the motion to dismiss the indirect purchasers’ state law claims on the basis of the Court’s denial of plaintiffs’ motion for class certification of the indirect purchasers.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

9. Litigation (continued)

On March 5, 2004, an alleged individual consumer filed a putative class action complaint against our subsidiaries in the state court of Tennessee on behalf of consumers who purchased (other than for resale) Del Monte Gold ^® pineapples in Tennessee from March 1, 1996 to May 6, 2003. The complaint alleges violations of the Tennessee Trade Practices Act and the Tennessee Consumer Protection Act. On February 18, 2005, our subsidiaries filed a motion to dismiss the complaint. On May 25, 2006, the court granted the motion in part, dismissing plaintiffs’ claim under the Tennessee Consumer Protection Act.

Between March 17, 2004 and March 18, 2004, three alleged individual consumers separately filed putative class action complaints against us and our subsidiaries in the state court of California on behalf of residents of California who purchased (other than for re-sale) Del Monte Gold ^® pineapples between March 1, 1996 and May 6, 2003. On November 9, 2005, the three actions were consolidated under one amended complaint with a single claim for unfair competition in violation of the California Business and Professional Code.

On April 19, 2004, an alleged individual consumer filed a putative class action complaint against our subsidiaries in the state court of Florida on behalf of Florida residents who purchased (other than for re-sale) Del Monte Gold ^® pineapples between March 1, 1996 and May 6, 2003. The only surviving claim under the amended complaint alleges violations of the Florida Deceptive and Unfair Trade Practices Act relating only to pineapples purchased since April 19, 2000. Our subsidiaries filed an answer to the remaining claim of the amended complaint on October 12, 2006.

On April 29, 2004, an alleged individual consumer filed a putative class action complaint against our subsidiaries in the state court of Arizona on behalf of residents of Arizona who purchased (other than for re-sale) Del Monte Gold ^® pineapples between November 1997 and January 2003. The complaint alleges monopolization and attempted monopolization in violation of the Arizona Consumer Fraud Act, and unjust enrichment in violation of common law.

On July 25, 2005, our subsidiaries filed a motion to dismiss the claim for violation of the Arizona Consumer Fraud Act which was granted by the state court on February 18, 2006. Our subsidiaries filed an answer to the remaining claims of the complaint on October 12, 2006.

On July 2, 2004, an alleged individual consumer filed a putative class action which was served on August 24, 2004 against our subsidiaries in the state court of Nevada on behalf of residents of Nevada who purchased (other than for re-sale) Del Monte Gold ^® pineapples between November 1997 and January 2003. The complaint alleges restraint of trade in violation of Nevada statutes, common law monopolization and unjust enrichment. On April 11, 2006, the court granted in part the motion of our subsidiaries to dismiss the complaint dismissing the claims for common law monopolization, unjust enrichment and violation of Nevada’s Unfair Trade Practices Act in its application prior to July 1, 2001. Our subsidiaries filed an answer to the remaining claims of the amended complaint on June 30, 2006.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

9. Litigation (continued)

b. Banana Class Actions

Between July 25, 2005 and August 22, 2005, several plaintiffs served putative class action complaints against us, one of our subsidiaries and several other corporations all in the United States District Court for the Southern District of Florida on behalf of all direct purchasers of bananas. On November 30, 2005, the plaintiffs filed a consolidated complaint alleging that the defendants engaged in a continuing agreement, understanding and conspiracy to restrain trade by artificially raising, fixing and maintaining the prices of, and otherwise restricting the sale of, bananas in the United States in violation of Section 1 of the Sherman Act beginning May 1, 1999.

Additionally, between August 8, 2005 and November 10, 2005, Arizona, California, Minnesota, New York, Tennessee and Kansas residents filed two putative class action complaints against us, one of our subsidiaries and several other corporations in the United States District Court for the Southern District of Florida on behalf of all indirect purchasers of bananas in their respective states. On March 3, 2006, the plaintiffs filed a consolidated complaint alleging violations of numerous state antitrust, competition, and unjust enrichment statutes beginning May 1, 1999.

The cases on behalf of the direct purchasers have been consolidated in the U.S. District Court for the Southern District of Florida. The cases on behalf of the indirect purchasers were assigned to the same judge in the U.S. District Court for the Southern District of Florida.

On May 15, 2007, we reached an agreement with plaintiffs to settle the consolidated direct purchaser cases for a total aggregate payment to plaintiffs of $2.5 million (including attorney’s fees), which was paid during June 2007 and recorded in Costs of products sold in the Consolidated Statements of Income. On November 26, 2007, the Court entered an order and final judgment approving the settlement.

On June 26, 2007, we reached an agreement with plaintiffs to settle the indirect purchaser action by agreeing to make a donation to America’s Second Harvest (also known as The Nation’s Food Bank Network), or a comparable charity, of fruit and/or vegetables with a retail value of $0.8 million within a year from final approval of the settlement agreement and agreeing to pay up to $0.1 million of the plaintiffs attorneys’ fees and costs to be incurred by plaintiffs’ in providing notice to class members of the proposed settlement. On November 21, 2007, the Court entered an order and final judgment approving the settlement. One individual has filed a pro se notice of appeal of the Court’s order and final judgment, which appeal is currently pending. We recorded a liability of $0.4 million included in Accounts payable and accrued expenses in the accompanying consolidated balance sheet as of March 28, 2008 and expect to expend $0.1 million in cash and provide $0.3 million in donations to charity within the next year. These amounts were recorded in Costs of products sold in the Consolidated Statements of Income.

European Union Antitrust Investigation

On June 2, 2005, one of our German subsidiaries was visited by the antitrust authority of the European Union (“EU”) which is investigating our subsidiary as well as other produce companies for possible violations of the EU’s competition laws. Our subsidiary received several requests for additional information from the EU antitrust authority from February 17, 2006 to May 22, 2007 and has responded fully to the requests. Our subsidiary will continue to cooperate fully with the investigation. On July 23, 2007, our

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

9. Litigation (continued)

subsidiary received a Statement of Objections from the European Commission regarding the investigation. Statements of Objections were also sent to the other produce companies under investigation. The document concerns banana pricing during the period from 2000 until 2005. From February 4, 2008 to February 6, 2008, the European Commission held an oral hearing on the Statements of Objections. At the hearing, with one exception, all the produce companies under investigation including our subsidiary rejected the findings of the European Commission in the Statements of Objections.

Freight Broker Litigation

In September 1997, a freight broker formerly engaged by one of our non-U.S. subsidiaries filed suit against the subsidiary in Guatemala claiming $1.9 million in damages and in Costa Rica claiming $1.3 million in damages as indemnification for constructive wrongful termination of the general agency agreement between the broker and the subsidiary. Under the agreement, the broker arranged third-party cargo to be booked for carriage on ships owned or chartered by our subsidiary. The Guatemala action has been dismissed for being time barred by the statute of limitations. In the Costa Rica action, the trial court has entered judgment against us in the amount of $0.8 million plus interest and costs. Our subsidiary is appealing this decision. The costs of defense in this action are covered by insurance.

Kunia Well Site

In 1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by one of our U.S. subsidiaries in Honolulu, Hawaii (the “Kunia Well Site”). Shortly thereafter, our subsidiary discontinued the use of the Kunia Well Site and provided an alternate water source to area well users and the subsidiary commenced its own voluntary cleanup operation. In 1993, the Environmental Protection Agency (“EPA”) identified the Kunia Well Site for potential listing on the National Priorities List (“NPL”) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. On December 16, 1994, the EPA issued a final rule adding the Kunia Well Site to the NPL.

On September 28, 1995, our subsidiary entered into an order (the “Order”) with the EPA to conduct the remedial investigation and the feasibility study of the Kunia Well Site. Under the terms of the Order, our subsidiary submitted a remedial investigation report in November 1998 and a final draft feasibility study in December 1999 (which was updated from time to time) for review by the EPA. The EPA approved the remedial investigation report in February 1999 and the feasibility study on April 22, 2003.

As a result of communications with the EPA in 2001, we recorded a charge of $15.0 million in the third quarter of 2001 to increase the recorded liability to the estimated expected future cleanup cost for the Kunia Well Site to $19.1 million. Based on conversations with the EPA in the third quarter of 2002 and consultation with our legal counsel and other experts, we recorded a charge of $7.0 million during the third quarter of 2002 to increase the accrual for the expected future clean-up costs for the Kunia Well Site to $26.1 million.

On September 25, 2003, the EPA issued the Record of Decision (“ROD”). The EPA estimates in the ROD that the remediation costs associated with the clean up of the Kunia Well Site will range from $12.9 million to $25.4 million and will last approximately 10 years. The undiscounted estimates are between $14.8 million and $28.7 million. The undiscounted estimate on which our accrual is

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

9. Litigation (continued)

based totals $25.8 million and is discounted using a 5.0% rate. As of March 28, 2008, there is $20.2 million included in other noncurrent liabilities and $1.2 million included in accounts payable and accrued expenses for the Kunia well site clean-up. We expect to expend approximately $1.2 million in cash per year for the next five years. Certain portions of the EPA’s estimates have been discounted using a 5% interest rate.

On January 13, 2004, the EPA deleted a portion of the Kunia Well Site (Northeast section) from the NPL. On May 2, 2005, our subsidiary signed a Consent Decree with the EPA for the performance of the clean up work for the Kunia Well Site. On September 27, 2005, the U.S. District Court for Hawaii approved and entered the Consent Decree. Based on findings from remedial investigations at the Kunia Well Site, our subsidiary continues to evaluate with the EPA the clean up work currently in progress in accordance with the Consent Decree.

Other

In addition to the foregoing, we are involved from time to time in various claims and legal actions incident to our operations, both as plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on the results of operations, financial position or our cash flows. We intend to vigorously defend ourselves in all of the above matters. At this time, management is not able to evaluate the likelihood of a favorable or unfavorable outcome in any of the above-described matters. Accordingly, management is not able to estimate the range or amount of loss, if any, from any of the above-described matters and no accruals or expenses have been recorded as of March 28, 2008, except as related to the Kunia Well Site and Banana Class Actions.

10. Earnings Per Share

Basic and diluted net income per ordinary share is calculated as follows (U.S. dollars in millions, except share and per share data):


	Quarter ended
	March 28, 2008		March 30, 2007
Numerator:
Net income	$	63.6	$	51.6


Denominator:
Weighted average ordinary shares—Basic		62,859,064		57,699,889
Effect of dilutive securities—stock options		499,126		46,689

Weighted average ordinary shares—Diluted		63,358,190		57,746,578


Net income per ordinary share:
Basic	$	1.01	$	0.89

Diluted	$	1.00	$	0.89

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

11. Retirement and Other Employee Benefits

The following table sets forth the net periodic costs (credits) of our defined benefit pension plans and postretirement plan (U.S. dollars in millions):


	Pension Plans						Postretirement Plan
	Quarter ended						Quarter ended
	March 28, 2008			March 30, 2007			March 28, 2008			March 30, 2007
Service cost	$	0.3		$	0.5		$	—		$	—
Interest cost		1.5			1.4			—			—
Expected return on assets		(1.1	)		(1.0	)		—			—
Net amortization		—			0.2			(0.8	)		(1.0	)
Curtailment gain		—			—			—			(3.4	)

Net periodic costs (credits)	$	0.7		$	1.1		$	(0.8	)	$	(4.4	)

12. Business Segment Data

We are principally engaged in one major line of business, the production, distribution and marketing of bananas, other fresh produce and prepared food. Our products are sold in markets throughout the world, with our major producing operations located in North, Central and South America, Asia and Africa.

Our operations are aggregated on the basis of our products; bananas, other fresh produce, prepared food and other products and services. Other fresh produce includes pineapples, melons, tomatoes, strawberries, non-tropical fruit (including grapes, apples, pears, peaches, plums, nectarines, apricots, avocados and kiwis), fresh-cut produce and other fruit and vegetables. Prepared food includes prepared fruit and vegetables, juices, beverages, snacks and a poultry and processed meat business. Other products and services includes a third-party ocean freight business, a plastic product and box manufacturing business and a grain business.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

12. Business Segment Data (continued)

We evaluate performance based on several factors, of which gross profit by product and net sales by geographic region are the primary financial measures (U.S. dollars in millions):


	Quarter ended
	March 28, 2008				March 30, 2007
	Net Sales		Gross Profit		Net Sales		Gross Profit
Product net sales and gross profit:
Bananas	$	340.1	$	30.1	$	287.8	$	20.7
Other fresh produce		419.0		53.1		426.9		64.4
Prepared food		101.9		10.0		90.0		10.6
Other products and services		33.9		3.7		31.3		3.4

Totals	$	894.9	$	96.9	$	836.0	$	99.1



	March 28, 2008		December 28, 2007
Identifiable assets:
North America	$	387.5	$	334.6
Europe		595.5		575.3
Middle East		175.5		187.9
Africa		126.5		118.3
Asia		156.3		128.4
Central and South America		636.2		645.9
Maritime equipment (including containers)		95.6		99.7
Corporate		89.5		95.6

Total identifiable assets	$	2,262.6	$	2,185.7

13. Fair Value Measurements

We mitigate the risk of fluctuations in currency exchange rates on our results of operations and financial condition by entering into foreign currency cash flow hedges. We account for the fair value of the related forward contracts as either an asset in other current assets or a liability in accrued expenses. We adopted SFAS No. 157 for assets and liabilities measured at fair value on a recurring basis as of December 29, 2007, the first day of our 2008 year. We use an income approach to value our outstanding foreign currency cash flow hedges. An income approach consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contracts using current market information as of the measurement date such as foreign currency spot and forward rates. Additionally, an element of default risk based on observable inputs was built into the fair value calculation based on the provisions of SFAS No. 157. We expect that substantially the full amount outstanding will be transferred to earnings in 2008 along with the earnings effect of the related forecasted transaction.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)

13. Fair Value Measurements (continued)

The following table provides a summary of the fair values of assets and liabilities measured on a recurring basis under SFAS No. 157:


	Fair Value Measurements at March 28, 2008 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Foreign currency hedges, net liability	$	—	$	25.8	$	—

Prior to the adoption of SFAS No. 157, the fair value of these hedges was a net liability of $6.2 million as of December 28, 2007, substantially all of which will be transferred to earnings during 2008.

In estimating our fair value disclosures for financial instruments, we use the following methods and assumptions:

Cash and cash equivalents: The carrying amount of these items approximates fair value due to the high credit standing of the financial institutions holding these items and their liquid nature.

Trade accounts receivable and other accounts receivable, net: The carrying value reported in the Consolidated Balance Sheets for these items is net of allowances for doubtful accounts which includes a degree of counterparty non-performance risk.

Accounts payable and other current liabilities: The carrying value reported in the Consolidated Balance Sheets for these items approximates their fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as the Company.

Capital lease obligations: The carrying value of our capital lease obligations approximates their fair value based on current interest rates which contain an element of default risk.

Long-term debt: The carrying value of our long-term debt approximates their fair value since they bear interest at variable rates or fixed rates which contain an element of default risk.

14. Subsequent Event

During April 2008, several of our banana farms in Brazil experienced flooding. We are currently assessing the flood damage and at this time we are unable to estimate the range or amount of loss. We maintain insurance for these purposes, but can not estimate the possible recoveries we may obtain with respect to this matter. Although we can not estimate the range or amount of loss and any possible insurance recoveries, we do not expect that the flood damage in Brazil would have a material adverse effect on our overall financial condition and results of operations.

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide under the DEL MONTE ^® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our global sourcing and logistics system allows us to provide regular delivery of consistently high quality produce and value-added services to our customers. Our major producing operations are located in North, Central and South America, Asia and Africa. Production operations are aggregated on the basis of our products; bananas, other fresh produce, prepared foods and other products and services. Other fresh produce includes pineapples, melons, tomatoes, non-tropical fruit (including grapes, apples, pears, peaches, plums, nectarines, apricots, avocados, and kiwis), fresh-cut produce and other fruit and vegetables. Prepared foods include prepared fruit and vegetables, juices, beverages, snacks and a poultry and processed meat business. Other products and services includes a third-party ocean freight business, a plastic product and box manufacturing business and a grain business.

Liquidity and Capital Resources

Net cash provided by operating activities was $39.7 million for the first quarter of 2008 as compared to $15.0 million for the first quarter of 2007. The increase in cash provided by operating activities was primarily attributed to higher net income, lower seasonal increase in inventory levels and higher accounts payable and accrued expenses, partially offset by higher accounts receivable.

Working capital was $514.1 million at March 28, 2008, compared with $491.2 million at December 28, 2007. This increase in working capital is primarily attributable to higher seasonal levels of accounts receivable and inventory partially offset by higher accounts payable and accrued expenses.

Net cash used in investing activities for the first quarter of 2008 was $15.5 million compared with net cash used in investing activities of $15.8 million for the first quarter of 2007. Net cash used in investing activities for the first quarter of 2008 consisted of capital expenditures of $20.8 million, partially offset by proceeds from sales of assets of $5.3 million. Capital expenditures for the first quarter of 2008 were principally related to the expansion of production facilities in the Middle East, South and Central America and the Philippines. Proceeds from the sale of assets for the first quarter of 2008 consisted primarily of the sale of properties in South America. Net cash used in investing activities for the first quarter of 2007 consisted primarily of capital expenditures of $22.7 million for the expansion of production facilities in Africa, South America, the Philippines and the Middle East partially offset by proceeds from the sales of assets of $6.9 million. Proceeds from the sale of assets for the first quarter of 2007 consisted primarily of the sale of properties in South Africa.

Net cash used in financing activities for the first quarter of 2008 was $25.1 million compared with net cash provided by financing activities of $5.1 million for the first quarter of 2007. Net cash used in financing activities for the first quarter of 2008 consisted of net repayments of long-term debt of $41.6 million partially offset by $16.5 million of proceeds from stock options exercised. Net cash provided by financing activities for the first quarter of 2007 consisted primarily of net proceeds from long-term debt of $5.0 million.

We finance our working capital and other liquidity requirements primarily through cash from operations and borrowings under our credit facility administered by Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, which we refer to as Rabobank (the “Credit Facility”). The Credit Facility includes a revolving commitment of $600.0 million expiring November 10, 2009 and a term loan commitment (the “Term Loan”).

As of March 28, 2008, we had cash and cash equivalents of $28.7 million.

As a result of the previously announced closure of our Hawaii pineapple and U.K. beverage production operations combined with the transition to exclusive distributors for prepared food in the U.K., Italy and Belgium and the closure of an under-utilized facility in the U.K, we paid approximately $3.3 million during the first quarter of 2008 in termination benefits and contractual obligations. We expect to make additional payments of approximately $5.0 during the remainder of 2008 and $3.6 million in 2009 and thereafter related to these matters. These cash outlays will be funded from operating cash flows and available borrowings under our Credit Facility.

Results of Operations

The following tables present for each of the periods indicated (i) net sales by geographic region and (ii) net sales and gross profit by product category, and in each case, the percentage of the total represented thereby:

Net sales by geographic region:


	Quarter ended
	March 28, 2008				March 30, 2007
North America	$	410.9	46	%	$	416.4	50	%
Europe		299.8	33	%		265.5	32	%
Asia		91.3	10	%		95.1	11	%
Middle East		59.2	7	%		30.4	4	%
Other		33.7	4	%		28.6	3	%

Total	$	894.9	100	%	$	836.0	100	%

Product net sales and gross profit:


	Quarter ended
	March 28, 2008								March 30, 2007
	Net Sales				Gross Profit				Net Sales				Gross Profit
Bananas	$	340.1	38	%	$	30.1	31	%	$	287.8	34	%	$	20.7	21	%
Other fresh produce		419.0	47	%		53.1	55	%		426.9	51	%		64.4	65	%
Prepared food		101.9	11	%		10.0	10	%		90.0	11	%		10.6	11	%
Other products and services		33.9	4	%		3.7	4	%		31.3	4	%		3.4	3	%

Totals	$	894.9	100	%	$	96.9	100	%	$	836.0	100	%	$	99.1	100	%

First Quarter 2008 Compared with First Quarter 2007

Net Sales. Net sales for the first quarter of 2008 were $894.9 million compared with $836.0 million for the first quarter of 2007. The increase in net sales of $58.9 million was attributable to higher net sales of bananas, prepared food and other products and services partially offset by lower net sales of other fresh produce. Net sales of bananas increased by $52.3 million as a result of higher per unit sales prices in all markets partially offset by lower sales volume in Asia. Contributing to the increase in per unit sales prices in Europe and Asia were favorable exchange rates. In North America and Europe, banana sales prices increased due to industry supply shortages. Net sales of prepared food increased by $11.9 million primarily due to increased sales for private label business, favorable exchange rates and higher net sales in our Jordan poultry business. Net sales of other products and services increased by $2.6 million principally as a result of higher net sales in the Argentina grain business. Net sales of other fresh produce decreased by $7.9 million primarily as a result of lower net sales of other fruit and vegetables, melons and fresh-cut products partially offset by higher net sales of gold pineapples and non-tropical fruit. Net sales of other fruit and vegetables decreased principally as a result of continuing product rationalization in North America. Melon net sales decreased due to lower sales volumes and per unit sales prices in North America due to unfavorable production conditions. Fresh-cut product net sales decreased primarily as a result of labor shortages in North America. Gold pineapple net sales increased principally as a result of higher per unit sales prices in Europe that resulted from favorable exchange rates combined with higher sales volume in North America. Net sales of non-tropical fruit increased primarily due to higher per unit sales prices in North America, Europe and the Middle East as a result of favorable market conditions combined with higher sales volumes in Asia.

Cost of Product Sold. Cost of products sold was $798.0 million for the first quarter of 2008 compared with $736.9 million for the first quarter of 2007, an increase of $61.1 million. This increase in cost of products sold was primarily attributable to higher fruit costs resulting from increased input prices and procurement costs combined with a 29% increase in ocean freight that resulted primarily from a 65% increase in fuel prices, higher vessel operating expenses and higher vessel charter rates.

Gross Profit. Gross profit was $96.9 million for the first quarter of 2008 compared with $99.1 million for the first quarter of 2007, a decrease of $2.2 million. The decrease in gross profit was primarily attributable to lower gross profit on other fresh produce of $11.3 million and lower gross profit on prepared food of $0.6 million partially offset by higher gross profit on bananas of $9.4 million.

Gross profit on the other fresh produce segment decreased principally as a result of lower gross profit on melons, fresh-cut products and tomatoes partially offset by higher gross profit on non-tropical fruit. The decrease in gross profit on melons is principally due to lower sales volume and per unit sales prices that resulted from poor production conditions in Central America combined with higher production and ocean freight costs. The decrease in gross profit on fresh-cut products is principally attributed to lower sales volume and per unit sales prices combined with higher costs that resulted from labor shortages in North America and lower per unit sales prices in Europe due primarily to the absence in 2008 of a promotion with a major customer during the first quarter of 2007. The decrease in gross profit on tomatoes is principally due to higher procurement and inland transportation costs. Gross profit on non-tropical fruit increased primarily as a result of higher per unit sales prices for grapes in North America that resulted from reduced industry volumes combined with favorable growing conditions in Chile.

Gross profit on prepared food decreased slightly due to higher procurement and production costs and as a result of our decision to market our prepared food products through independent distributors in the U.K., Italy and Belgium which is offset by lower selling, general and administrative expense as indicated below.

Gross profit on bananas increased principally as a result of higher per unit sales prices in Europe and North America and higher per unit sales prices and sales volume in the Middle East partially offset by higher ocean freight and fruit cost and reduced sales volume in Asia. In North America, the increase in per unit sales prices were partially offset by a 27% increase in ocean freight costs and a 16% increase in fruit costs. In Europe, favorable exchange rates and an industry supply shortage contributed to the increase in per unit sales prices which were partially offset by a 34% increase in ocean freight costs and a 12% increase in fruit costs. In the Middle East, strong demand from this emerging market resulted in higher per unit sales prices and sales volumes. In Asia, the decrease in gross profit on bananas was principally due to lower sales volumes that resulted from inclement weather and higher procurement costs as a result of unfavorable exchange rates in the Philippines.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $2.8 million from $42.2 million for the first quarter of 2007 to $39.4 million for the first quarter of 2008. The decrease is principally due to lower selling and marketing expenses in Europe as a result of our decision to market our prepared food products through independent distributors in the U.K., Italy and Belgium. During the third and fourth quarters of 2007, we closed our Belgium and Italy sales offices and significantly reduced our sales and marketing staff in our U.K. office which resulted in the reduction in Selling, general and administrative expenses.

Asset Impairment and Other Charges (Credits), Net. Asset impairment and other charges (credits), net of $4.6 million were recorded during the first quarter of 2008 as compared with a net credit of $2.9 million during the first quarter of 2007. The Asset impairment and other charges (credits), net recorded during the first quarter of 2008 relates principally to the closure of an under-utilized distribution center in the U.K. related to the banana segment and the previously announced closure of the beverage production operation in the U.K. related to the prepared food segment. As a result of the decision to exit all production activities in Hawaii in 2006, the Company recorded a net credit of $2.9 million for the quarter ended March 30, 2007 related to the other fresh produce segment. Included in Asset impairment and other charges (credits), net for the quarter ended March 30, 2007 is a curtailment gain of $3.4 million and amortizations of $1.0 million related to the U.S. based post-retirement healthcare plan as a result of the recognition of a prior service credit due to employee turnover and actuarial gains partially offset by $1.6 million additional one-time termination benefits as a result of legal proceedings and negotiations with the union in Hawaii.

Operating Income. Operating income for the first quarter of 2008 decreased by $6.9 million to $52.9 million compared with $59.8 million for the first quarter of 2007. The decrease in operating income was attributable to a slight decrease in gross profit combined with the Asset impairment and other charges (credits), net recorded during the first quarter of 2008, partially offset by lower Selling, general and administrative expenses.

Interest Expense. Interest expense decreased by $5.8 million to $3.4 million for the first quarter of 2008 compared with $9.2 million for the first quarter of 2007, as a result of lower average debt balances and lower interest rates.

Other Income, Net. Other income, net was $12.5 million for the first quarter of 2008 as compared with $3.9 million for the first quarter of 2007, an increase of $8.6 million. This improvement in Other income, net is principally attributable to foreign exchange gains that resulted from favorable exchange rate movements in the euro, British pound and other currencies versus the U.S. dollar in locations where we have significant activities.

Provision for (Benefit from) Income Taxes. Benefit from income taxes was $1.3 million for the first quarter of 2008 as compared to a provision for income taxes of $3.1 million for the first quarter of 2007. During the first quarter of 2008 we recorded a net benefit from uncertain tax positions including interest and penalties of $1.6 million and during the first quarter of 2007 we established uncertain tax positions including interest and penalties of $2.6 million.

Seasonality

Interim results are subject to significant variations and may not be indicative of the results of operations that may be expected for the entire 2008 year. (See the information provided in Item5A. Operating Results – “Seasonality” – of our Form 20-F for the fiscal year ended December 28, 2007, as filed on February 27, 2008.)

New Accounting Pronouncement

first day of our 2008 year. Our adoption of SFAS No. 157 has not had any material impact on our Consolidated Financial Statements as of March 28, 2008. We are currently evaluating the impact of adopting the items deferred by FSP 157-2 on our Consolidated Financial Statements.

We are exposed to market risk from changes in currency exchange rates, which may adversely affect our results of operations and financial condition. We seek to minimize the risks from these currency exchange rate fluctuations through our regular operating and financing activities and by hedging a portion of our overall exposure using derivative financial instruments such as foreign currency cash flow hedges. Our policy is to not use financial instruments for trading or other speculative purposes and is not to be a party to any leveraged financial instruments.

To reduce currency exchange rate risk, we generally exchange local currencies for dollars promptly upon receipt. We periodically enter into currency forward contracts and options as a hedge against a portion of our currency exchange rate exposures; however, we may decide not to enter into these contracts during any particular period. The fair value of these hedges was a net liability of $25.8 million as of March 28, 2008, substantially all of which will be transferred to earnings during 2008.

We use an income approach to value our outstanding foreign currency cash flow hedges. An income approach consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contracts using current market information as of the measurement date such as foreign currency spot and forward rates. Additionally, an element of default risk based on observable inputs was built into the fair value calculation based on the provisions of SFAS No. 157. We account for the fair value of the related forward contracts as either an asset in other current assets or a liability in accrued expenses.

Recent Developments

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in market risk from the information provided in Item 11. Quantitative and Qualitative Disclosures About Market Risk of our Form 20-F for the fiscal year ended December 28, 2007 as filed on February 27, 2008.

Item 4.

Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 28, 2008. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon that evaluation, Our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Such officers also confirm that there was no change in our internal control over financial reporting during the quarter ended March 28, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

See Note 9, “Litigation” to the Consolidated Financial Statements, Part I, Item 1 included herein.

Item 1A.

Risk Factors

There have been no material changes in the risk factors from the information provided in Item 3. Key Information of our Form 20-F for the fiscal year ended December 28, 2007, as filed on February 27, 2008.

Item 5.

Other Information

On April 29, 2008, Fresh Del Monte Produce Inc. (the “Company”) announced its financial results for the quarter ended March 28, 2008. A copy of the press release is attached as Exhibit 99.1 to this Form 10-Q.

The press release announcing the Company’s first quarter results refers to the Company’s adjusted net income per share (net income per share, excluding asset impairment and other charges (credits), net) and provides a reconciliation of adjusted net income per share to reported income per share. Management reviews adjusted net income per share and considers this measure relevant to investors because management believes it better represents the underlying business trends and performance of the Company.

On April 29, 2008, the Company held an earnings conference call to discuss first quarter results. The transcript of the conference call is attached as Exhibit 99.2 to this Form 10-Q.

Item 6.

Exhibits


10.1*		Fresh Del Monte Produce Inc. Long-Term Incentive Plan.

10.2*		2003 Performance Incentive Plan for Chairman & CEO.

10.3*		2004 Performance Incentive Plan for Senior Executives.

10.4*		Executive Retention and Severance Agreement (Chairman & CEO).

10.5*		Executive Retention and Severance Agreement (President & COO).

10.6*		Employment Agreement for President & COO.

10.7		Fresh Del Monte Produce Inc. 1997 Share Incentive Plan, effective as of October 23, 1997, incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on October 30, 1997.

10.8		Fresh Del Monte Produce Inc. 1999 Share Incentive Plan, effective as of May 11, 1999, incorporated herein by reference to Exhibit 2.6 to the Company’s Annual Report on Form 20-F filed on March 27, 2000.

10.9		Fresh Del Monte Produce Inc. 1999 Share Incentive Plan, as amended, incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on April 28, 2005.

10.10		Amendment No. 2 to the 1999 share Incentive Plan, as amended, incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on April 28, 2005.

10.11		Amendment No. 3 to the 1999 share Incentive Plan, as amended, incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on April 28, 2005.

10.12		Amendment No. 4 to the 1999 share Incentive Plan, as amended, incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on April 28, 2005.

10.13		Amendment No. 5 to the 1999 share Incentive Plan, as amended, incorporated herein by reference to Exhibit 4.5 the Company’s Registration Statement on Form S-8 filed on April 28, 2005.

31.1*		Certification of Chief Executive Officer filed pursuant to 17 CFR 240.13a-14(a).

31.2*		Certification of Chief Financial Officer filed pursuant to 17 CFR 240.13a-14(a).

32*		Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. Section 1350.

99.1*		Fresh Del Monte Produce Reports Solid First Quarter Financial Results.

99.2*		Fresh Del Monte Produce First Quarter Financial Results Conference Call Transcript.

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Fresh Del Monte Produce Inc.

Date: April 29, 2008	By:	/s/ Hani El-Naffy
		Hani El-Naffy
		President & Chief Operating Officer

	By:	/s/ John F. Inserra
		John F. Inserra
		Executive Vice President & Chief Financial Officer

Exhibit Index


Exhibit No.		Description
10.1		Fresh Del Monte Produce Inc. Long-Term Incentive Plan.

10.2		2003 Performance Incentive Plan for Chairman & CEO.

10.3		2004 Performance Incentive Plan for Senior Executives.

10.4		Executive Retention and Severance Agreement (Chairman & CEO).

10.5		Executive Retention and Severance Agreement (President & COO).

10.6		Employment Agreement for President & COO.

31.1		Certification of Chief Executive Officer filed pursuant to 17 CFR 240.13a-14(a).

31.2		Certification of Chief Financial Officer filed pursuant to 17 CFR 240.13a-14(a).

32		Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. Section 1350.

99.1		Fresh Del Monte Produce Reports Solid First Quarter Financial Results.

99.2		Fresh Del Monte Produce First Quarter Financial Results Conference Call Transcript.

Exhibit 10.1

FRESH DEL MONTE PRODUCE INC.

LONG-TERM INCENTIVE PLAN

INTRODUCTION

The Fresh Del Monte Produce Inc. Long-Term Incentive Plan (the “Plan”) is a long-term incentive plan for eligible employees of the Company. The Plan is intended to provide cash-based incentive opportunities to executives and other key employees of the Company. Plan payments, if any, will be conditioned on attainment of certain Performance Goals for one or more fiscal years as approved by the Committee and ratified by the Board of Directors.

PURPOSE

The purpose of the Plan is to allow the Company to attract, motivate and retain highly qualified employees; to obtain from each employee the best possible performance; to establish Performance Measures that support the Company’s long-term business strategies; and to provide consistency in and alignment with the Company’s approach to performance-based pay and overall executive compensation strategy.

II.	DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

AWARD PARAMETERS DESCRIPTION . A document or compilation of documents approved by the Committee and ratified by the Board of Directors, in writing, to set forth the parameters necessary for determining a Long-Term Incentive Compensation Award, including the Award Period, the Performance Measures, the Performance Goals and the amount of Long-Term Incentive Compensation Award payable with respect to the achievement of each Performance Goal. The award parameters described in the Award Parameters Description need not be identical for all the Participants.

AWARD PERIOD . Unless otherwise provided by the Committee and ratified by the Board of Directors, the Award Period to which a Long-Term Incentive Compensation Award relates shall encompass three (3) consecutive fiscal years.

BOARD OF DIRECTORS . The Board of Directors of Del Monte; provided that, with respect to any Long-Term Incentive Compensation Awards of the chief executive officer of Del Monte, “Board of Directors” shall mean only the members of the Board of Directors who qualify as “outside directors” under Section 162(m) of the Code and who meet the independence requirements of applicable law and the listing standards of the New York Stock Exchange.

CAUSE . Cause has the meaning given to such term in any employment agreement with the Company to which the Participant is a party and in the absence of such agreements, it shall mean: (i) indictment for the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud; (ii) conduct that brings or is reasonably likely to bring the Company into public disgrace or disrepute, (iii) repeated failure to perform duties as reasonably directed by the Company; (iv) gross negligence or willful misconduct with respect to the Company; and/or (v) habitual insobriety, or use of illicit drugs or other controlled substances following one medically supervised course of treatment for such drug or alcohol use or upon refusal to participate in such course of treatment.

CHANGE IN CONTROL . “Change in the ownership or effective control of the corporation” or “change in the ownership of a substantial portion of the assets of the corporation”, as such terms are defined in Section 1.409A-3(i)(5) of the final regulations and other applicable guidance promulgated under Section 409A of the Code.

CODE . The Internal Revenue Code of 1986, as amended, and any regulations thereunder, and any successors thereto.

COMMITTEE . The Compensation Committee of the Board of Directors.

COMPANY . Del Monte, its subsidiaries and any other entity which is a “service recipient” (as such term is defined in Section 1.409A-1(g) of the final regulations and other applicable guidance promulgated under Section 409A of the Code) with respect to persons performing services for the Company.

DEL MONTE . Fresh Del Monte Produce Inc., a Cayman Islands corporation.

DISABILITY . “Disability”, as such term is defined in Section 1.409A-3(i)(4) of the final regulations and other applicable guidance promulgated under Section 409A of the Code.

LONG-TERM INCENTIVE COMPENSATION AWARD . Any award paid pursuant to the Plan. A Long-Term Incentive Compensation Award shall be determined by the Committee and ratified by the Board of Directors, in its sole and absolute discretion. Unless otherwise specified by the Committee and ratified by the Board of Directors, with respect to any Performance Measure: (1) the Long-Term Incentive Compensation Award payable with respect to the maximum Performance Goal shall not exceed one hundred and fifty percent (150%) of the Long-Term Incentive Compensation Award payable with respect to the target Performance Goal; and (2) the Long-Term Incentive Compensation Award payable with respect to a minimum

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Performance Goal shall not be less than fifty percent (50%) of the Long-Term Incentive Compensation Award payable with respect to the target Performance Goal. The Long-Term Incentive Compensation Award payable to any individual Participant with respect to any particular Award Period shall not exceed $6,000,000. (Six million dollars).

PARTICIPANT . An executive or other key employee of the Company, or a person who has agreed to commence serving in any of such capacities, and who is designated by the Committee to participate in the Plan. No person shall be a Participant in the Plan prior to the execution by such person of the Participation Agreement.

PARTICIPATION AGREEMENT . An agreement executed by the Participant in substantially the form attached hereto as Exhibit A. Executed Participation Agreements are incorporated into the Plan by reference and made a part thereof to the same extent and with the same force and effect as if fully set forth therein.

PERFORMANCE GOAL . Performance Goal means, with respect to a Performance Measure, a measure of achievement of such Performance Measure, approved by the Committee and ratified by the Board of Directors and set forth in the Award Parameters Description. Unless otherwise provided by the Committee and ratified by the Board of Directors, there shall be three (3) Performance Goals with respect to each Performance Measure — minimum Performance Goal, target Performance Goal and maximum Performance Goal. Performance Goals shall be deemed to be achieved only if achieved in the course of the applicable Award Period.

PERFORMANCE MEASURES . Certain performance categories set forth in Section V of the Plan. Performance Measures shall be set forth by the Committee in the Award Parameters Description.

SEPARATION FROM SERVICE . “Separation from service”, as such term is defined in Section 1.409A-1(h) of the final regulations and other applicable guidance promulgated under Section 409A of the Code.

TSR . TSR (total shareholder return) shall mean A minus B expressed as a percentage of B [(A-B)/(Bx100)], where A is the per-share price of a company’s common stock at the end of the applicable Award Period and B is the average per-share price of the company’s common stock at the beginning of the applicable Award Period. For purposes of calculations of TSR, cash dividends paid on a share of common stock shall be deemed to be reinvested in the company’s common stock on the day they are paid at the average of the high and the low per-share price of that company’s common stock on that day, as quoted on the primary exchange on which the company’s shares are listed. The value at the end of the applicable Award Period of such common

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stock deemed purchased with cash dividends shall be added to A (above) for purposes of calculation of TSR. If in the course of the Award Period the outstanding shares of common stock of a company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the company by reason of any recapitalization, reclassification, reorganization, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock of the company or other increase or decrease in such shares effected without receipt of consideration by the company, an appropriate and proportionate adjustment approved by the Committee shall be made to the calculation of TSR set forth above. For purposes of determining TSR, the stock price at the beginning date and end date of an Award Period shall be the average of the closing stock prices for the ninety (90) days immediately preceding such dates as quoted on the primary exchange on which the company’s shares are listed.

III.	EFFECTIVE DATE

The Plan is effective as of January 1, 2008.

IV.	DETERMINATION OF AMOUNTS OF AND ELIGIBILITY FOR LONG-TERM INCENTIVE COMPENSATION AWARDS

Unless otherwise provided in the Plan, if the Performance Goals are achieved in the course of the applicable Award Period and such achievements are certified by the Committee based upon the audited financial statements for the last fiscal year of the Award Period contained in the Company’s annual report filed with the Securities and Exchange Commission, then Long-Term Incentive Compensation Awards will be paid in amounts determined by the Committee and ratified by the Board of Directors pursuant to the Plan and the Award Parameters Description. Unless otherwise set forth in the Award Parameters Description with respect to any Participant: (1) the amount of the Long-Term Incentive Compensation Award payable in connection with achieving any Performance Goal of TSR shall not exceed fifty percent (50%) of the maximum Long-Term Incentive Compensation Award that can be made under the Plan in connection with the applicable Award Period; and (2) the amount of the Long-Term Incentive Compensation Award payable in connection with achieving any Performance Goal(s) other than TSR shall not exceed fifty percent (50%) of the maximum Long-Term Incentive Compensation Award that can be made under the Plan in connection with the applicable Award Period.

V.	PERFORMANCE MEASURES

A. Generally . Unless otherwise provided in the Plan, payment of Long-Term Incentive Compensation Awards is conditioned on the attainment in the course of the Award Period of Performance Goals set with respect to Performance Measures. The Performance Goals and Performance Measures need not be identical with respect to all the Participants. Performance Goals may be established

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based upon the Company’s performance in isolation or by judging the Company’s performance relative to one or more comparator companies or upon the performance of one or more of the Company’s subsidiaries or divisions. Performance Goals and the amount of Long-Term Incentive Compensation Award payable with respect to the achievement of any Performance Goal for any Long-Term Incentive Award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code must be established in writing no later than March 15 ^th following the beginning of the applicable Award Period and may be based on one or more of the following objective criteria (the “Performance Measures”):

(1)

TSR, including its components of stock price appreciation, dividends and/or dividend yield;

(2)

Return on assets, equity, invested capital, cash flow, investment, or sales;

(3)

Sales, including gross margin;

(4)

Pre-tax or after-tax profit levels, including: earnings per share; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; net operating profits after tax, and net income;

(5)

Cash flow and cash flow return on investment;

(6)

Economic profit and/or cost of capital;

(7)

Turnover of assets, capital, or inventory;

(8)

Levels of operating expense or other expense items as reported on the income statement, including operating and maintenance expense;

(9)

Measures of customer satisfaction and customer service, including the relative improvement therein; and

(10)

Market share, including by product line or geographic market or submarkets.

Performance Goals may be determined by reference to levels of and/or growth in a Performance Measure. Performance Goals with respect to Performance Measures shall be objectively measurable and established for a period coinciding with or ending within the Award Period.

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B. Certain Factors and Events Excluded . In establishing Performance Goals and Performance Measures for Participants and in certifying the achievement of Performance Goals as the end of an Award Period, the Committee may include or exclude the impact of specified objective events, including any of the following: expenses as a result of restructuring or productivity initiatives, non-operating items; acquisition expenses; and any other items of gain, loss or expense that are determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or to a change of accounting principles.

C. Default Performance Measures . Unless otherwise specified by the Committee and ratified by the Board of Directors, the Performance Measures shall consist of: (1) TSR relative to a group of comparator companies; and (2) one or more Performance Goals other than TSR.

VI.	PAYMENT OF LONG-TERM INCENTIVE COMPENSATION AWARDS

Unless otherwise provided in the Plan, the payment of a Long-Term Incentive Compensation Award shall be made on the first day following the end of the Award Period to which it relates; provided that, subject to Section VII, the Participant is actively employed with the Company on such date. Unless otherwise provided in the Plan, Long-Term Incentive Compensation Awards shall be paid in cash, in the form of a single lump sum. For the purposes of this Section VI, payment within 75 days following a specified payment date shall be deemed to constitute payment on the specified payment date.

VII.	TERMINATION OF SERVICE, SPIN-OFFS AND SIMILAR TRANSACTIONS DURING THE AWARD PERIOD

A. Involuntary Separation from Service, Death or Disability . Subject to Section VII. C., if before the end of an Award Period a Participant experiences a Separation from Service with the Company by virtue of termination of the Participant’s service by the Company, other than for Cause, or if a Participant experiences Separation from Service with the Company due to death or Disability, the Participant’s Long-Term Incentive Compensation Awards for any Award Period in effect at the time of such Separation from Service will be prorated on the basis of the ratio of the number of days of Participant’s service during such Award Period prior to such Separation from Service to the total number of days in such Award Period. The determination of such prorated Long-Term Compensation Awards will be based on the attainment of the Performance Goals with respect to the applicable Performance Measure(s) and will be paid on the date the Participant would have received payments with respect to such Long-Term Compensation Awards had the Participant not experienced a Separation from Service with the Company.

B. Termination by the Company for Cause, Voluntary Separation from Service . In the event a Participant experiences a Separation from Service with the Company by virtue of termination of the Participant’s service by the Company for Cause, or by

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virtue of voluntary termination of service by the Participant, the Participant shall have no rights whatsoever to any unpaid Long-Term Compensation Awards and no payments with respect to any unpaid Long-Term Compensation Awards shall be made to the Participant.

C. Termination Close In Time To the Change in Control of Del Monte . In the event the Participant experiences a Separation from Service with the Company (not including separation caused by death or Disability) by virtue of termination of the Participant’s service by the Company less than six (6) months following a Change in Control of Del Monte, and such Separation from Service occurs prior to the end of the Award Period, then upon the Participant’s Separation from Service, all Performance Goals with respect to Performance Measures shall be deemed to have been met with respect to such Participant and any applicable Long-Term Incentive Compensation Awards shall be paid to such Participant on the date of Separation from Service. This Section VII. C. shall not apply if the Participant’s service with the Company is terminated by the Company for Cause. Additionally, this Section VII. C. shall not apply unless at the time of Change in Control of Del Monte, the entity for whom the Participant is performing services is Del Monte or Del Monte is the “majority shareholder” (as such term is defined in Section 1.409A-3(i)(5)(ii)(3) of the final regulations promulgated under Section 409A of the Internal Revenue Code) of such entity.

D. Spin-Offs and Similar Transactions . In the event an entity (“Departed Entity”) that is a part of the Company ceases to be a part of the Company (the “Departure”), a Participant who at the time of the Departure is performing services for the Departed Entity, shall be considered, for purposes of Section VII.A., to have experienced a Separation from Service with the Company by virtue of termination of the Participant’s service by the Company without Cause; provided that such Participant does not perform any services for the Company immediately after the Departure. Such Separation from Service with the Company will be deemed to have occurred at the time of the Departure.

E. Specified Employees . Notwithstanding anything in the Plan to the contrary, if as of the date of Participant’s Separation from Service, Participant is a “specified employee”, as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or any regulations or Treasury guidance promulgated thereunder (“Section 409A Guidance”), Participant shall not be entitled to any payments paid upon such Separation from Service until the earlier of (i) the date which is six months after his Separation from Service for any reason other than death or (ii) the date of his death. The provisions of this Section VII. E. shall apply solely to payments made pursuant to a plan that provides for deferral of compensation. Whether a plan provides for deferral of compensation shall be determined pursuant to Section 409A or Section 409A Guidance. Any payments that would have been paid to Participant prior to the earlier of (i) the date which is six months after his separation from service for any reason other than death or (ii) the date of his death, were it not for this Section VII. E., shall be accumulated and paid to Participant on the first day of the 7 ^th month following Participant’s Separation from Service. Notwithstanding the foregoing, the provisions of this Section VII. E. shall not

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apply to payments made under the circumstances described in Section 1.409A-3(j)(4)(ii) (domestic relations order), 1.409A-3 (j)(4)(iii) (conflicts of interest) or 1.409A-3 (j)(4)(vi) (payment of employment taxes) of the final Treasury Department regulations issued pursuant to Section 409A.

F. Timing of Payments . For the purposes of this Section VII, payment within 75 days following a specified payment date shall be deemed to constitute payment on the specified payment date.

VIII.

RETURN OF OR REDUCTION IN THE LONG-TERM INCENTIVE COMPENSATION AWARD

In the event that following the end of the Award Period, it is determined by the Committee and ratified by the Board of Directors that a Long-Term Incentive Compensation Award was, in whole or in part, based on incorrect data (including financial results which pursuant to applicable laws, rules, regulations or applicable accounting principles are required to be restated), the Participant shall return to the Company the Overpayment Amount, where the Overpayment Amount shall be equal to the Long-Term Incentive Compensation Award distributed to the Participant, reduced by the Long-Term Incentive Compensation Award the Participant would have received had the correct data been used in the calculation of the Long-Term Incentive Compensation Award, as determined by the Committee in good faith. The determinations made by the Committee and ratified by the Board of Directors pursuant to this Section shall be conclusive and binding on the Participant unless reached in an arbitrary and capricious manner.

IX. SPECIAL AWARDS AND OTHER PLANS

Nothing contained in the Plan shall prohibit the Company or any of its subsidiaries from granting special performance or recognition awards, under such conditions and in such form and manner as it sees fit, to employees (including Participants) for meritorious service of any nature. In addition, nothing contained in the Plan shall prohibit the Company or any of its subsidiaries from establishing other incentive compensation plans providing for the payment of incentive compensation to employees (including Participants).

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X.	ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN

A. Amendment and Termination . The Board of Directors shall have the right to amend the Plan from time to time or to repeal it entirely or to direct the discontinuance of Long-Term Incentive Compensation Awards either temporarily or permanently; provided, however, that no amendment of the Plan shall operate to annul a Long-Term Incentive Compensation Award with respect to an Award Period in effect at the time of the amendment. Notwithstanding the foregoing, and subject to Section VII. C., in the event this Plan is terminated before the last day of an Award Period, Long-Term Incentive Compensation Awards payable for such Award Period will be prorated on the basis of the ratio of the number of weeks in such Award Period prior to such termination to the aggregate number of weeks in such Award Period and will be based on the attainment of Performance Goals with respect to the applicable Performance Measures and paid only after the end of such Award Period in accordance with Section VI above which will be deemed to continue until the expiration thereof as if this Plan had not been terminated.

B. Administration . The Committee shall determine the parameters necessary to grant Long-Term Incentive Compensation Awards, including Award Periods, Performance Measures, Performance Goals and the amounts of Long-Term Incentive Compensation Awards with respect to each Performance Goal. The Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and the terms of any Long-Term Incentive Compensation Awards issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary. Decisions of the Committee shall be final and binding on all parties and all decisions, determinations, selections and other actions permitted or required to be taken or made by the Committee with respect to the Plan shall be subject to the absolute discretion of the Committee.

C. Delegation to Officers or Employees . The Board of Directors and the Committee, as applicable, may designate officers or employees of the Company to assist the Committee in the administration of the Plan.

XI.	MISCELLANEOUS

A. Expenses . All expenses and costs in connection with the operation of the Plan shall be borne by the Company (including any employment taxes which applicable law requires the Company to pay).

B. Taxes . All Long-Term Incentive Compensation Awards under the Plan are subject to withholding, where applicable, for federal, state and local taxes.

C. Unsecured Obligation . Unless otherwise determined by the Committee, all Long-Term Incentive Compensation Awards will be paid from the Company’s general assets, and nothing contained in this Plan will require the Company to set aside or hold in trust

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any funds for the benefit of any Participant, who will have the status of a general unsecured creditor of the Company.

D. No Right to Employment . This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any subsidiary, nor will it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.

E. No Assignment, Alienation . Except as otherwise provided in this Plan, no right or benefit under this Plan will be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge such right or benefit will be void. No such right or benefit will in any manner be liable for or subject to the debts, liabilities, or torts of a Participant.

F. Separate Provisions . If any provision in this Plan is held to be invalid or unenforceable, no other provision of this Plan will be affected thereby.

G. Applicable Law . This Plan will be governed by and construed in accordance with applicable United States Federal law and, to the extent not preempted by such Federal law, in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

H. Liability for the Long-Term Incentive Compensation Awards . Only the entity for which the Participant performs services at the commencement of the Award Period shall be liable with respect to the Long-Term Incentive Compensation Award which relates to an Award Period.

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EXHIBIT A

FRESH DEL MONTE PRODUCE INC.

LONG-TERM INCENTIVE PLAN

PARTICIPATION AGREEMENT

PARTICIPATION AGREEMENT (the “ Agreement ”), dated as of _____________, between Fresh Del Monte Produce Inc. (“ Del Monte ”), and _______________ (the “ Participant ”).

WHEREAS, Del Monte adopted and maintains the Fresh Del Monte Produce Inc. Long-Term Incentive Plan (the “ Plan ”);

WHEREAS, the Plan provides for the grant of performance-based awards to participants in the Plan; and

WHEREAS, the Plan provides for the establishment of an Award Period, Performance Measures, Performance Goals with respect to such Performance Measures and amounts of Long-Term Incentive Compensation Award payable with respect to the achievement of each Performance Goal;

NOW THEREFORE, in consideration of the agreements and obligations hereinafter set forth, the parties hereto agree as follows:

1. Award Period . The Award Period will be three consecutive fiscal years of Del Monte, commencing on ______________ and ending on ___________.

2. Performance Measures . The Performance Measures are set forth below:

a. TSR . TSR will be measured against the comparator companies set forth below and will be based upon a stock price at the beginning date of the Award Period of $[ ]:

b. [ ].

c. [ ].

3. Performance Goals . The Performance Goals for each Performance Measure are set forth below:

a. TSR .


Minimum Performance Goal	Target Performance Goal	Maximum Performance Goal

[_____]	[_____]	[_____]

b. [ ].


Minimum Performance Goal	Target Performance Goal	Maximum Performance Goal

[_____]	[_____]	[_____]

c. [ ].


Minimum Performance Goal	Target Performance Goal	Maximum Performance Goal

[_____]	[_____]	[_____]

4. Performance Goal Amounts . The amount payable with respect to the achievement of the Performance Goal for each Performance Measure and the percent of the Long-Term Incentive Compensation Award based upon each Performance Measure is set forth below:

a. TSR .

b. [ ].

c. [ ].

[If the minimum Performance Goal is not met, the amount payable will be [$0]. If the maximum Performance Goal exceeded, the amount payable will not exceed the amount set forth above. For performance between minimum and target Performance Goals and target and maximum Performance goals, the amount payable will be determined based upon a straight-line interpolation.]

5. Long-Term Incentive Compensation Award . Any amount payable as a Long-Term Incentive Compensation Award pursuant to this Participation Agreement will be determined and paid pursuant to, and subject to, the terms and conditions set forth herein and in the Plan. All terms and provisions of the Plan are incorporated herein and made part hereof as if stated herein. If any provision hereof and of the Plan shall be in conflict, the terms of the Plan shall govern. All capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Plan.


FRESH DEL MONTE PRODUCE INC.


By:
		Name: Title:

[ __________________________ ]

By:
		Name: Title:

Exhibit 10.2

Performance Incentive Plan for Chairman & CEO

Fresh Del Monte

2003

Revised: March 8, 2005

I.	Overview

Del Monte currently has an annual incentive plan for the Chairman & CEO, but it:

•

Is based on total shareholder return (TSR) increases (year over year)

•

Based on only one (1) performance metric, which is the TSR

•

For Y2003 and beyond, year over year increases in TSRs may be difficult to sustain, especially given current economic conditions

There is a pressing need to be competitive, ensuring that the Company can motivate the Chairman & CEO to continue to make the Company successful.

II.	Objectives

Following are the objectives of this program:

1.	To establish the performance measures for the Chairman & CEO’s Annual Incentive Plan.

2.	To establish the award levels based on achievement of specific performance objectives.

III.	Eligibility – Selection Criteria

This plan is for the Chairman & CEO only.

IV.	Performance Factors

The performance measures for the Chairman & CEO’s Annual Plan for Y2003 and beyond are as follows:

•

Earnings per share (EPS) : calculation of EPS will be based on US GAAP wherein any one time occurrences will be counted for or against EPS.

•

Return on Equity (ROE) : calculation will be based on the average of the beginning of year Shareholders’ Equity and the end of the year Shareholders’ Equity.

•

Revenue Growth (based on total corporate consolidated revenue): any acquisition during the year will be counted as long as there are no material effects on the overall revenues. For example, although the acquisition of Del Monte Foods is considered a major acquisition and occurred during the last quarter of 2004, the Foods numbers were included in the 2004 performance incentive calculation.

The performance measures will be based on the Annual Plan of the Company. This is the Consolidated Annual Forecast for the entire Company.

Each of the above performance measures will be weighted equally and the total average will be used as basis of performance.

The Company will measure performance annually at the end of the fiscal year. Results will be adjusted pro rata for reasons of qualified leave (i.e. disability or new hire).

Payment of incentive will be made after the conclusion of the performance period. This will usually occur after the announcement of the Annual Earnings of the Company.

Performance Levels & Corresponding Award

Payment of the incentive will be based on the following formula:


*Performance Levels*		*Award*

Below 80%		No payment

Threshold Level : Achieves 80% of Target		80% of target will be paid at 50% of base salary

Between 81% to 99% of target		Will be paid based on attached worksheet

Target Level: Achieves 100% of Target		Will be paid at 100% of base salary

Between 101% to 119%		Will be paid based on attached worksheet

Maximum Level : Achieves 120% of Target		Will be paid at 150% of base salary


Calculation of Chairman’s Bonus

% of Target	Bonus % Amount	Payment
80	50.00	600,000.00
81	52.50	630,000.00
82	55.00	660,000.00
83	57.50	690,000.00
84	60.00	720,000.00
85	62.50	750,000.00
86	65.00	780,000.00
87	67.50	810,000.00
88	70.00	840,000.00
89	72.50	870,000.00
90	75.00	900,000.00
91	77.50	930,000.00
92	80.00	960,000.00
93	82.50	990,000.00
94	85.00	1,020,000.00
95	87.50	1,050,000.00
96	90.00	1,080,000.00
97	92.50	1,110,000.00
98	95.00	1,140,000.00
99	97.50	1,170,000.00
100	100.00	1,200,000.00
101	102.50	1,230,000.00
102	105.00	1,260,000.00
103	107.50	1,290,000.00
104	110.00	1,320,000.00
105	112.50	1,350,000.00
106	115.00	1,380,000.00
107	117.50	1,410,000.00


108	120.00	1,440,000.00
109	122.50	1,470,000.00
110	125.00	1,500,000.00
111	127.50	1,530,000.00
112	130.00	1,560,000.00
113	132.50	1,590,000.00
114	135.00	1,620,000.00
115	137.50	1,650,000.00
116	140.00	1,680,000.00
117	142.50	1,710,000.00
118	145.00	1,740,000.00
119	147.50	1,770,000.00
120	150.00	1,800,000.00

Exhibit 10.3

Performance Incentive Plan for Senior Executives

Del Monte Fresh Produce

2004

I.	Overview

The Company recognizes the need to develop a performance incentive program to reward its top executives. Such performance incentive program is designed to support the business goals of the Company. It is important to note that it is not designed to reward key executives for performing their current responsibilities nor is it designed to reward them for their effective management of their current accountabilities. It is purely designed to reward them for incremental contributions to the Company’s current state based on their respective areas of responsibilities and accountabilities.

II.	Objectives

Following are the objectives of this program:

1.	To identify the key executives who will be covered by this program by setting up a selection criteria.

2.	To set up the factors to be considered in evaluating each key executives’ contribution to the Company.

3.	To set up the different weights and corresponding reward for each performance factors identified.

III.	Eligibility – Selection Criteria

It is necessary to develop an eligibility or selection criteria so the program is not viewed as discriminatory, that it is fair and equitable to the entire organization.

Following are eligibility requirements:

1.	Key executive is a direct report of the President & Chief Operating Officer.

2.	Key executive has a position title of Sr. Vice President or Executive Vice President.

3.	Key executive must have accountability and responsibility for a major business or function of the Company on a global or regional basis.

4.	Key executive must sign a non-compete agreement with a term of 12 months.

5.	Key executive must be an active employee at time of payment. No pro-rata payment will be made.

IV.	Performance Factors

The performance factors must be based on strategic objectives of the Company. Sample performance factors are as follows:

•

For Business Executives

Profitability (Return on Investment on new business acquisitions or any growth & expansion activities for the year)

Business Growth (Percent Increase in Revenue from year to year)

Market Share (Percent of sales we have captured in the market)

Increase in Production Volume (Percent of Increase from year to year) or Increase in productivity yield per acreage or percent of decrease in production costs

Customer Satisfaction (Percent of customers granting a “10” approval rating) based on third party survey.

•

For Functional Executives

Decrease costs of delivery of service (e.g. freight costs, costs of loans, reduction of inventory)

Decrease turnaround time for servicing requests or processing information (e.g. number of days closing, numbers of days of accounts payables turnaround time)

Identification of ways to cut down costs on a long term basis (e.g. bunker fuel, paper, chemicals, etc.).

Implementation of new systems, processes, procedures to accomplish better efficiency, reduce current costs, provide better management information reports.

Implementation of improvements in area of accountability and responsibility that has great impact to the management of the business.

V.	Performance Incentive Rates

Performance Incentive bonuses will be paid based on a percent of pay. To start, performance incentive shall be set at 30% of base pay.

V.	Sample Performance Incentive Plan for SVP of a business region.


Performance Factor	Definition	Percent
Profitability	Return on Investment on new business acquisitions or any growth & expansion activities for the year	30% on 100% based on CAR assumptions 25% on 95% based on CAR assumptions 20% on 90% based on CAR assumptions 15% on 85% based on CAR assumptions

Business Growth	Percent Increase in Revenue from year to year	25% on 100% achievement 20% on 95% achievement 15% on 90% achievement 10% on 85% achievement

Market Share	Percent of sales we have captured in the market	20% on 100% achievement 15% on 95% achievement 10% on 90% achievement 5% on 85% achievement

Increase in Production Volume or Increase in productivity yield per acreage or percent of decrease in production costs	Percent of Increase from year to year	10% on 100% 8% on 95% 7% on 90% 6% on 85%

Customer Satisfaction based on third party survey.	Percent of customers granting a “10” approval rating	10% on 100% 8% on 95% 7% on 90% 6% on 85%

Based on above sample, if SVP is able to achieve the following:


Performance Factor		Achievement
Profitability		15%

Business Growth		10%

Market Share		5%

Increase in Production Volume or Increase in productivity yield per acreage or percent of decrease in production costs		6%

Customer Satisfaction based on third party survey.		6%
		Total : 42%
Total Incentive Pay (%)		12.6% (42% of 30%)

Incentive pay will be equivalent to 12.6% of base pay.

Exhibit 10.4

Executive Retention and Severance Agreement

This Executive Retention and Severance Agreement (the “Agreement”) is made and entered into as of December 9, 2003 (the “Effective Date”), by and between Fresh Del Monte Produce Inc., (the “Company”) and Mohammad Abu-Ghazaleh (the “Executive”).

RECITALS

The following statements are true and correct:

As of the Effective Date, the Executive serves the Company as its Chairman of the Board of Directors, Board Member (Director) and Chief Executive Officer.

The purpose of this Agreement is (i) to encourage Executive to remain in the employ of the Company, presently as its Chairman of the Board of Directors, Board Member (Director) and Chief Executive Officer and to continue to devote Executive’s full attention to the success of the Company and (ii) to provide specified benefits to Executive in the event of a Termination Upon Change of Control or a Termination (Without Cause) in Absence of Change of Control, as such terms are defined in this Agreement.

Executive also acknowledges he is employed by the Company in a confidential relationship wherein Executive, in the course of his employment with the Company, has and will continue to become familiar with and aware of information as to the Company’s specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company and future plans with respect thereto, all of which has been and will be established and maintained at great expense to the Company. This information is a trade secret and constitutes the valuable goodwill of the Company. The Company desires that Executive maintain the confidentiality of this information.

Therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:

1. Termination Upon Change of Control .

In the event of Executive’s Termination Upon a Change of Control, provided that Executive complies with the provisions of this Agreement, Executive shall receive the following payments and benefits:

1.1 Accrued Salary and Benefits. Executive shall receive all salary earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans.

1.2 Continued Medical Coverage. The Company shall pay 100% of the Executive’s medical premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period that ends upon the earlier of (A) the date that the Executive becomes eligible for medical insurance coverage at a new employer or (B) the fifth anniversary of the conclusion of the transition period (or termination date if there is no transition period requested by the Company).

1.3 Cash Severance Payment. Executive shall receive a lump sum payment equal to three times (3) the sum of:

(A)

annual base salary; plus

(B)

an amount equal to the Executive’s bonus under his Annual Incentive Plan determined as if the Company had achieved 120% of the financial performance targeted for the year in which such Termination Upon Change of Control occurs;

such lump sum payment to be paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company).

1.4 Cash Bonus Payment. Executive shall receive a payment in an amount equal to the product of Executive’s bonus under his Annual Incentive Plan determined as if the Company had achieved 100% of the financial performance targeted for the year in which such Termination Upon Change of Control occurs multiplied by a fraction the numerator is the number of days from the first day of the year in which such Termination upon Change of Control occurs through the conclusion of the transition period (or the termination date if there is no transition period requested by the Company) and the denominator is 365. The Cash Bonus Payment shall be paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company).

The severance payment and benefits provided for in this Section 1 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement. The Company shall withhold from any payments under this Section 1 all amounts required to be withheld pursuant to any applicable law or regulation.

2. Termination (Without Cause) in Absence of Change of Control .

In the event of Executive’s Termination in Absence of Change of Control, and without cause, provided that Executive complies with the provisions of this Agreement and performs the transition services that the Company may request, Executive shall receive the following payments and benefits:

2.1 Basic Severance Compensation. Executive shall receive all salary earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans.

2.2 Continued Medical Coverage. The Company shall pay 100% of the Executive’s medical premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period that ends upon the earlier of (A) the date that the Executive becomes eligible for medical insurance coverage at a new employer or (B) the fifth anniversary of the conclusion of the transition period (or termination date if there is no transition period requested by the Company).

2.3 Cash Severance Payment. Executive shall receive a lump sum payment equal to two (2) times the sum of:

(A)

annual base salary; plus

(B)

an amount equal to the Executive’s bonus under his Annual Incentive Plan determined as if the Company had achieved 100% of the financial performance targeted for the year in which such Termination (Without Cause) in the Absence of Change of Control occurs, such lump sum payment to be paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company).

2.4 Cash Bonus Payment. Executive shall receive a payment in an amount equal to the product of Executive’s bonus under his Annual Incentive Plan determined as if the Company had achieved 100% of the financial performance targeted for the year in which such Termination (Without Cause) in the Absence of Change of Control occurs multiplied by a fraction the numerator is the number of days from the first day of the year in which such Termination (Without Cause) in the Absence of Change of Control occurs through the conclusion of the transition period (or the termination date if there is no transition period requested by the Company) and the denominator is 365. The Cash Bonus Payment shall be paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company).

The severance payment and benefits provided for in this Section 2 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement. The Company shall withhold from any payments under this Section 2 all amounts required to be withheld pursuant to any applicable law or regulation.

3. Termination With Cause .

In the event of Executive’s termination for Cause, the Company shall not be obligated to make any severance payments, or provide any severance benefits.

4. Definitions .

Terms used in this Agreement shall have the meanings set forth in this Section 3.

4.1 “Cause” means (a) Executive’s willful and continued failure to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to documented physical or mental illness) and specifically excluding any failure by Executive, after reasonable efforts to meet performance expectations, for thirty (30) days after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not adequately performed his duties, or (b) a material, willful breach committed in bad faith of the Company’s Code of Conduct and Business Ethics policy, or (c) indictment or conviction of a felony based upon a crime. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered as “willful” unless it is done, or

omitted to be done, by Executive in bad faith without reasonable belief that Executive’s action or omission was in the best interests of the Company.

4.2 “Change of Control” means (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than IAT Group, Inc., a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company’s then-outstanding securities; (b) the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect), unless at least fifty (50%) percent of the combined voting power of the voting securities of the entity acquiring those assets is held by persons who held the voting securities of the Company immediate prior to such transaction or series of transactions; (d) there occurs a change in the composition of the Board of Directors of the Company as of change of control date and within a two-year period therefrom, as a result of which fewer than a majority of the directors are Incumbent Directors; (e) the dissolution or liquidation of the Company, unless after such liquidation or dissolution all or substantially all of the assets of the Company are held in an entity at least fifty (50%) percent of the combined voting power of the voting securities of which is held by persons who held the voting securities of the Company immediately prior to such liquidation or dissolution; (f) when the incumbent Chairman ceases to occupy the position of Chairman of the Board; or (g) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.

4.3 “Change of Control Window” means a period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement or that the Company’s board of directors has endorsed a tender offer for the Company’s stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending at the earlier

of the date on which the Company publicly announces that such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control.

4.4 “Company” means Fresh Del Monte Produce Inc., any successor thereto and, following a Change of Control, any successor or owner of substantially all the business and/or assets of Fresh Del Monte Produce Inc.

4.5 “Good Reason” means the occurrence of any of the following conditions, without Executive’s consent and which condition is not cured by the Company within thirty (30) days after notice by Executive specifying the condition: (a) a reduction or change by the Company of Executive’s status, title, duties, responsibilities, authority or reporting relationship such that Executive no longer serves in a substantive, senior executive role for the Company comparable in stature to Executive’s current role as of date of execution of this agreement, or no longer reports solely to the Board of Directors of the Company or a reduction or change in the composition of executives reporting to him, all of which, in the Executive’s reasonable judgment, represents an adverse change from his status, title, position or responsibilities, authority or reporting relationship; (b) a reduction in Executive’s base salary or the reduction of the percentage basis of his annual bonus payment, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute “Good Reason”; (c) a reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute “Good Reason”; or (d) a material breach by the Company of the terms of this Agreement.

4.6 “Disability” means the inability to engage in the performance of Executive’s duties by reason of a physical or mental impairment which constitutes a permanent and total disability in the documented opinion of a qualified physician.

4.7 “Incumbent Director” means a director who either (1) is a director of the Company as of the Effective Date, or (2) is elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but (3) was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

4.8 “Termination (Without Cause) in Absence of Change of Control” means any termination of employment of Executive by the Company without Cause that occurs outside a Change of Control Window; or (b) any resignation by Executive based on “Good Reason” that occurs within one-hundred and eighty (180) days following the occurrence of one of the conditions that constitutes “Good Reason”, but only where such “Good Reason” occurs outside a Change of Control Window.

Notwithstanding anything to the contrary herein, the term “Termination (Without Cause) in Absence of Change of Control” shall not include termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive for reasons other than Good Reason; or (3) that is a Termination Upon a Change of Control.

4.9 “Termination Upon Change of Control” means (a) any termination of the employment of Executive by the Company without Cause during a Change of Control Window; or (b) any resignation by Executive based on “Good Reason” where (i) such Diminution of Responsibilities occurs during a Change of Control Window, and (ii) such resignation occurs within one-hundred and eighty (180) days following such “Good Reason.”

Notwithstanding anything to the contrary herein, the term “Termination Upon Change of Control” shall not include any termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive other than for Good Reason; or (3) that is a Termination (Without Cause) in Absence of Change of Control.

5. Excise Tax .

5.1 Reimbursement of Excise Tax. If, due to the benefits provided under this Agreement, Executive is subject to any excise tax due to characterization of any amount payable hereunder as excess parachute payments pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company will “gross-up” the amount payable to Executive (including gross-ups for additional income tax based on reimbursement of excise taxes) such that the net amount realizable by Executive is the same as if there were no such excise taxes or income taxes applied to such reimbursement; it being understood and expressly agreed that this Section 5 shall only obligate the Company to reimburse the Executive for income taxes based on income resulting from the reimbursement of excise taxes.

5.2 Determination by Independent Public Accountants. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 shall be made in writing by independent public accountants agreed to by the Company and the Executive, (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 5.

6. No Other Benefits; Release; Transition Period; Termination Under Other Circumstances .

6.1 No Other Benefits Payable. Executive shall be entitled to no other compensation, benefits, or other payments from the Company as a result of any termination of employment other than benefits as defined in this agreement.

6.2 Release of Claims. The Company’s payment of the cash severance, cash bonuses, accelerated vesting of stock awards, and other benefits within this Agreement will be conditioned upon the delivery by Executive of a signed, non-revocable, general release of known and unknown claims Executive may have against the Company in a form satisfactory to the Company.

6.3 Transition Period. In the event of Executive’s Termination Upon a Change of Control or Termination (Without Cause) in Absence of a Change of Control, the Company shall have the right exercisable by notice to Executive given at any time prior to ten (10) days after the effective date of such termination to request that Executive remain employed by the Company for such period following such termination as the Company may elect, but in no event longer than 180 days following the effective date of such termination. Executive has the option to agree or decline to such transition period (by giving notice to the Company within five (5) days after the Company’s notice to Executive), then during such period that Executive agrees to stay, Executive shall remain a full time employee of the Company at the rate of compensation and with the same benefits as in effect on the date of his termination, shall perform such duties consistent with his prior responsibilities as the Company shall reasonably request,

including services designed to transition his duties and responsibilities to one or more replacements, and at the conclusion of the transition period shall receive the benefits provided in this Agreement as the case may be. If the Company requests a transition period as provided above and Executive does not agree to it, Executive shall receive the benefit of Section 1 or 2 (computed through the date of termination). The Company need not request a transition period, in which case Executive shall receive the benefit of Section 1 or Section 2, as the case may be, and the other provisions of this Agreement based on the date of actual termination. The Company shall have the right at any time to terminate Executive during the transition period, in which case Executive shall be entitled to the benefits of Section 1 or Section 2, as the case may be. Executive shall have the right to terminate his employment at any time during the transition period. In the case of Executive’s death or Disability during the transition period, he shall be deemed to have completed the transition period service for the full period requested.

6.4 Termination Under Other Circumstances. In the event of Executive’s termination for Cause, or any resignation by Executive that does not constitute a Termination Upon a Change of Control as referred to in Section 1 or a Termination (Without Cause) in Absence of Change of Control as referred to in Section 2, the Company’s sole financial obligations to Executive shall be to pay to Executive all salary, cash bonus and accrued vacation (less applicable withholding) earned through the effective date of Executive’s termination or resignation, to honor Executive’s vested options (if any), and to provide the benefits, if any, under the Company’s benefit plans to which Executive may be entitled pursuant to the terms of such plans. In the event of a termination of Executive’s employment (1) by the Company as a result of the Disability of Executive or (2) as a result of the death of Executive, Executive (or Executive’s estate) shall be entitled to the benefits of Section 2.

7. Proprietary and Confidential Information .

Executive agrees to continue to abide by the terms and conditions of the Company’s general policies regarding confidentiality and/or proprietary rights. The Executive further agrees that he will not, at any time during and after his employment, make use of or divulge to any person, firm or corporation, any trade or business secret, process, method or means, or any confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a “trade or business secret, process, method or means, or any other confidential information” shall mean and include written information treated as confidential or a trade secret by the Company. The Executive’s obligation under this Section 7 shall not apply to any information which is known publicly; is in the public domain or hereafter enters the public domain without the fault of the Executive.

8. Agreement Not to Solicit .

If Company performs its obligations to deliver the severance payments and benefits set forth in Sections 1 or 2 of this Agreement, then for a period of two (2) years after Executive’s termination of employment, Executive will not solicit or seek to induce any employee, distributor, vendor, representative or customer of the Company to discontinue that person’s or entity’s relationship with or to the Company.

9. Nondisparagement .

The Executive agrees not to issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or its shareholders unless giving truthful testimony under subpoena.

10.	Conflict in Benefits .

This Agreement shall supersede all prior arrangements, whether written or oral, and understandings regarding Executive’s severance and shall be the exclusive agreement for the determination of any compensation or payment due to Executive from Company as a result of Executive’s Termination upon Change of Control or Termination (Without Cause) in Absence of Change of Control. In the event of any conflict in the benefits due, the provisions of this Agreement shall control.

11. Miscellaneous .

11.1 Successors of the Company. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. In the event of a Change in Control in which the options granted by the Company to Executive cannot be assumed by the successor or assign, Company shall give Executive reasonable advance notice of such Change in Control, and all options granted by the Company to Executive shall vest and become exercisable prior to such Change in Control, and Company shall allow Executive a reasonable opportunity to exercise such options prior to such Change in Control.

11.2 Modification of Agreement. This Agreement may be modified, amended or superceded only by a written agreement signed by Executive and Compensation Committee of the Board of Directors of the Company.

11.3 Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Florida with exclusive venue for any action being a Court of Competent jurisdiction in Miami-Dade County, Florida.

11.4 No Employment Agreement. This is not a contract of employment or employment agreement. Executive acknowledges and understands that his employment with the Company is and shall remain at-will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location.

11.5 Indemnification . In the event Executive is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Company against Executive), by reason of the fact that he was properly performing services for the Company, then the Company shall indemnify Executive against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all reasonable attorneys’ fees and reasonable expenses of such separate counsel.

11.6 Notice . Whenever any notice is required hereunder, it shall be given in writing addressed as follows:


		To the Company:

				Fresh Del Monte Produce, Inc.
				c/o Del Monte Fresh Produce Company
				241 Sevilla Avenue
				Coral Gables, Florida 33134
				Attention: Bruce Jordan, Esquire


		To the Executive:

				Mohammad Abu-Ghazaleh
				7 Circle Abed Alah Ghoseh
				P.O. Box 140785
				Amman, Jordan 11814

Notice shall be deemed given and effective on the earlier of seven days after the deposit with a recognized worldwide courier service or when actually received. Either party may change the address for notice by notifying the other party of such change.

11.7 Dispute Resolution . Neither party shall institute a proceeding in any court or administrative agency to resolve a dispute between the parties before that party has sought to resolve the dispute through direct negotiation with the other party. If the dispute is not resolved within two weeks after a demand for direct negotiation, the parties shall attempt to resolve the dispute through mediation. The parties agree to submit the matter to a neutral mediator (chosen by both parties) in Miami-Dade County within two weeks of any party’s demand for mediation. If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties to that effect and any unresolved dispute or controversy arising under or in connection with this Agreement may be submitted to a court of competent jurisdiction within Miami-Dade County, Florida. The Company shall bear the costs of the mediator and any other legal costs incurred, including Executive’s legal fees.

11.8 Severability. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.

Exhibit 10.5

Executive Retention and Severance Agreement

This Executive Retention and Severance Agreement (the “Agreement”) is made and entered into as of February 24, 2003 (the “Effective Date”), by and between Fresh Del Monte Produce Inc., (the “Company”) and Hani El-Naffy (the “Executive”).

RECITALS

The following statements are true and correct:

As of the Effective Date, the Executive serves the Company as its President and Chief Operating Officer and Board Member (Director).

The purpose of this Agreement is (i) to encourage Executive to remain in the employ of the Company, presently as its President and Chief Operating Officer and Board Member (Director) and to continue to devote Executive’s full attention to the success of the Company and (ii) to provide specified benefits to Executive in the event of a Termination Upon Change of Control or a Termination (Without Cause) in Absence of Change of Control, as such terms are defined in this Agreement.

Executive also acknowledges he is employed by the Company in a confidential relationship wherein Executive, in the course of his employment with the Company, has and will continue to become familiar with and aware of information as to the Company’s specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company and future plans with respect thereto, all of which has been and will be established and maintained at great expense to the Company. This information is a trade secret and constitutes the valuable goodwill of the Company. The Company desires that Employee maintain the confidentiality of this information.

Therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:

1. Termination Upon Change of Control .

1.1 Accrued Salary and Vacation, and Benefits. Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. The Company shall pay 100% of the Executive’s medical premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period until Executive becomes eligible for medical insurance coverage at a new employer or until his own and his spouse’s death if Executive is not able to or did not secure employment where reasonably equivalent medical coverage he had on the date of his termination has been provided.

1.2 Cash Severance Payment. Executive shall receive a lump sum payment equal to the sum of (A) three (3) times annual base salary plus (B) the lower of $7,000,000 (Seven Million US Dollars) or three (3) times the average annual cash bonus paid in respect to the immediate past three (3) fiscal years, paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company). The above referenced cash severance payment shall be “grossed-up” such that taxes customarily due shall be paid by the Company.

1.3 Cash Bonus Payment. Executive shall receive a payment in an amount equal to a pro rata portion of Executive’s bonus through the quarter period that Executive is employed by the Company during such year. Calculation of bonus will be based on the corresponding results of earnings through the full quarter period during which Executive is terminated (even if Executive was not employed through the full quarter period when termination occurred). The Cash Bonus Payment, if any, shall be paid in a lump sum within 90 days after the end of the quarter period in which Executive’s termination date occurs. Payments under this section shall be less applicable withholding.

The Severance Payment and benefits provided for in this Section 1 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement.

2. Termination (Without Cause) in Absence of Change of Control .

In the event of Executive’s Termination in Absence of a Change of Control, and without cause, provided that Executive complies with the provisions of this Agreement and performs the transition services that the Company may request, Executive shall receive the following payments and benefits:

2.1 Basic Severance Compensation. Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. In addition, the Company shall pay 100% of the Executive’s medical premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period until Executive becomes eligible for medical insurance coverage at a new employer or until his own and his spouse’s death if Executive is not able to or did not secure employment where reasonably equivalent medical coverage he had on the date of his termination has been provided.

2.2 Cash Severance Payment. Executive shall receive a lump sum payment equal to the sum of (A) two (2) times annual base salary plus (B) the lower of $3,000,000 (Three Million US Dollars) or two (2) times the average annual cash bonus paid in respect to the immediate past three full fiscal years, paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company). The above referenced cash severance payment shall be “grossed-up” such that taxes customarily due shall be paid by the Company.

2.3 Cash Bonus Payment. Executive shall receive a payment in an amount equal to a pro rata portion of Executive’s bonus through the quarter period that Executive is employed by the Company during such year. Calculation of bonus will be based on the corresponding results of earnings through the full quarter period during which Executive is terminated (even if Executive was not employed through the full quarter period when termination occurred). The Cash Bonus Payment, if any, shall be paid in a lump sum within 90 days after the end of the quarter period in which Executive’s termination date occurs. Payments under this section shall be less applicable withholding.

The Severance Payment and benefits provided for in this Section 2 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement.

3. Termination With Cause .

In the event of Executive’s termination with cause, the Company shall not be obligated to make any severance payments, or provide any severance benefits.

4. Definitions .

Terms used in this Agreement shall have the meanings set forth in this Section 3.

4.1 “Cause” means (a) Executive’s willful and continued failure to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to documented physical or mental illness) and specifically excluding any failure by Executive, after reasonable efforts to meet performance expectations, for thirty (30) days after a written demand for substantial performance is delivered to Executive by the incumbent Chairman of the Board which specifically identifies the manner in which the Chairman (of the Board) believes that Executive has not adequately performed his duties, or (b) a material, willful breach committed in bad faith of the Company’s Code of Conduct and Business Ethics policy, or (c) indictment or conviction of a felony based upon a crime. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered as “willful” unless it is done, or omitted to be done, by Executive in bad faith without reasonable belief that Executive’s action or omission was in the best interests of the Company.

than a majority of the directors are Incumbent Directors; (e) the dissolution or liquidation of the Company, unless after such liquidation or dissolution all or substantially all of the assets of the Company are held in an entity at least fifty (50%) percent of the combined voting power of the voting securities of which is held by persons who held the voting securities of the Company immediately prior to such liquidation or dissolution; (f) when the incumbent Chairman ceases to occupy the position of Chairman of the Board; or (g) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.

4.3 “Company” means Fresh Del Monte Produce Inc., any successor thereto and, following a Change of Control, any successor or owner of substantially all the business and/or assets of Fresh Del Monte Produce Inc.

4.4 “Good Reason” means the occurrence of any of the following conditions, without Executive’s consent and which condition is not cured by the Company within thirty (30) days after notice by Executive specifying the condition: (a) a reduction or change by the Company of Executive’s status, title, duties, responsibilities, authority or reporting relationship such that Executive no longer serves in a substantive, senior executive role for the Company comparable in stature to Executive’s current role as of date of execution of this agreement, or no longer reports to the incumbent Chairman and Chief Executive Officer of the Company or a reduction or change in the composition of executives reporting to him, all of which, in the Executive’s reasonable judgment, represents an adverse change from his status, title, position or responsibilities, authority or reporting relationship; (b) a reduction in Executive’s base salary or the reduction of the percentage basis of his annual bonus payment, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute “Good Reason”; (c) a reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute “Good Reason”; (d) the Company’s requiring Executive to be based at any office or location more than 50 miles from the Company’s headquarters in Coral Gables, Florida; (e) a material breach by the Company of the terms of this Agreement.

4.5 “Disability” means the inability to engage in the performance of Executive’s duties by reason of a physical or mental impairment which constitutes a permanent and total disability in the documented opinion of a qualified physician.

4.6 “Incumbent Director” means a director who either (1) is a director of the Company as of the Effective Date, or (2) is elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but (3) was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

4.7 “Termination (Without Cause) in Absence of Change of Control” means: a) any termination of employment of Executive by the Company without Cause (i) that occurs prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company’s board of directors has endorsed a tender offer for the Company’s stock that in either case if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies), (ii) that occurs after the Company announces that any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the board has endorsed another tender offer , or (iii) that occurs more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control; or (b) any resignation by Executive based on “Good Reason” that occurs within one-hundred and eighty (180) days following the occurrence of one of the conditions that constitutes “Good Reason”, but only where such “Good Reason” occurs: (i) prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company’s board of directors has endorsed a tender offer for the Company’s stock that if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies), (ii) after the Company announces that any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the board has endorsed another tender offer, (iii) more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control; or (iv) at any other time in Executive’s employment.

Notwithstanding anything to the contrary herein, the term “Termination (Without Cause) in Absence of Change of Control” shall not include termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive for reasons other than “Good Reason”; or (3) that is a “Termination Upon a Change of Control.”

4.8 “Termination Upon Change of Control” means (a) any termination of the employment of Executive by the Company without Cause during the period commencing on or after the date

that the Company first publicly announces that it has signed a definitive agreement or that the Company’s board of directors has endorsed a tender offer for the Company’s stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending at the earlier of the date on which the Company publicly announces that such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control; or (b) any resignation by Executive based on “Good Reason” where (i) such Diminution of Responsibilities occurs during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement that when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending on the date which is twelve (12) months following the consummation of the transaction or series of transactions that results in the Change of Control, and (ii) such resignation occurs within one-hundred and eighty (180) days following such “Good Reason” or (c) as stated in Section 4.2.

Notwithstanding anything to the contrary herein, the term “Termination Upon Change of Control” shall not include any termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive other than for “Good Reason; or (3) that is a “Termination (Without Cause) in Absence of Change of Control.”

5. Excise Tax .

6. No Other Benefits; Release; Transition Period; Termination Under Other Circumstances .

period as provided above and Executive does not agree to it, Executive shall receive the benefit of Section 1 or 2 (computed through the date of termination). The Company need not request a transition period, in which case Executive shall receive the benefit of Section 1 or Section 2, as the case may be, and the other provisions of this Agreement based on the date of actual termination. The Company shall have the right at any time to terminate Executive during the transition period, in which case Executive shall be entitled to the benefits of Section 1 or Section 2, as the case may be. Executive shall have the right to terminate his employment at any time during the transition period. In the case of Executive’s death or Disability during the transition period, he shall be deemed to have completed the transition period service for the full period requested.

7. Proprietary and Confidential Information .

8. Agreement Not to Solicit .

9. Nondisparagement .

10. Conflict in Benefits .

11. Miscellaneous .

11.2 Modification of Agreement. This Agreement may be modified, amended or superceded only by a written agreement signed by Executive and the Chairman or an authorized member of the Board of Directors of the Company.

11.6 Notice . Whenever any notice is required hereunder, it shall be given in writing addressed as follows:


		To the Company:

				Fresh Del Monte Produce, Inc.
				c/o Del Monte Fresh Produce Company
				241 Sevilla Avenue
				Coral Gables, Florida 33134
				Attention: Bruce Jordan, Esquire


		To the Executive:

				Hani El-Naffy
				1643 Brickell Avenue, Apt. 4102
				Miami, FL 33129

Notice shall be deemed given and effective on the earlier of three days after the deposit in the US mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change.

Exhibit 10.6

LOGO

De Ruyterkade 62, Curacao, Netherlands Antilles

Telephone: (+599) 9 61 55 55, Fax: (+599) 9 61 26 64

January 13, 1997

Mr. HANI EL-NAFFY

Del Monte Fresh Produce N. A., Inc.

800 Douglas Entrance

Coral Gables, FL 33134

Dear Hani:

Re: Employment Agreement

In consideration of the mutual covenants and conditions, this letter will confirm the agreement by and between Fresh Del Monte Produce N.V. (together with its subsidiaries and affiliates, the “Company”), and Mr. Hani El-Naffy (the “Executive”) as follows:

1. You will be employed as President and Chief Operating Officer of Fresh Del Monte Produce N.V. reporting to the Chairman and Chief Executive Officer of the Company.

2. Effective December 20,1996, your annual salary will be Eight Hundred Thousand U.S. Dollars ($800,000.00), payable on a bi-monthly basis. You will be entitled to a bonus payable annually effective year 1997 and every year thereafter, while you are employed, on the after tax net profit of Fresh Del Monte Produce N.V. and its affiliates/Global Reefer Carriers (FreshGlo).

*two percent (2%) of net after tax profit from US$1.00 to US$20,000,000.00

*one and a half percent (1.5%) of net after tax profit for any amount over US$20,000,000.00.

3. You will be eligible to use a company car, at company expense. However, a portion, attributable to personal use, shall be considered taxable income to you.

4. You shall be entitled to participate in all the medical and benefit plans offered to employees of Del Monte Fresh Produce Company.

5. You agree to abide by the Employee Agreement Relating to Assignment of Invention and Non- Disclosure of Confidential Information. The terms of this Agreement shall survive your separation with the Company for a period of three (3) years from the effective date of termination.

6. In the event that anyone or more of the provisions of this letter agreement shall be held invalid, the remaining provisions of the letter agreement shall not in any way be affected or impaired thereby.

7. This letter agreement supersedes all prior agreements, representations and understandings. Any modification to this agreement must in writing.

8. This letter agreement is to be governed by and construed in accordance with the laws of the State of Florida.

The acceptance of the reciprocal rights and conditions above is evidenced by your signing this letter in the space provided below and returning a fully-executed original to the Company for its files.


Very truly yours;

Fresh Del Monte Produce N.V.

By:		/s/ Mohammad Abughazaleh
Name:		Mohammad Abughazaleh
Title:		Chairman and Chief Executive Officer

Accepted and Agreed to this 14 day of January 1997.

By:		/s/ Hani El-Naffy
Name:		Hani El-Naffy

EXHIBIT 31.1

CERTIFICATION

I, Mohammad Abu-Ghazaleh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fresh Del Monte Produce Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: April 29, 2008

Signature:		/s/ Mohammad Abu-Ghazaleh
Title:		Chairman of the Board, Director and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, John F. Inserra, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fresh Del Monte Produce Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: April 29, 2008

Signature:		/s/ John F. Inserra
Title:		Executive Vice President and Chief Financial Officer

EXHIBIT 32

CERTIFICATIONS

PURSUANT TO 18 USC SECTION 1350

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

We, Mohammad Abu-Ghazaleh and John F. Inserra, as Chief Executive Officer and Chief Financial Officer, respectively, of Fresh Del Monte Produce Inc., a Cayman Islands Corporation (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1)	the accompanying Quarterly Report on Form 10-Q for the period ending March 28, 2008 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: April 29, 2008	By:	/s/ Mohammad Abu-Ghazaleh
	Name:	Mohammad Abu-Ghazaleh
	Title:	Chairman of the Board, Director and Chief Executive Officer

Date: April 29, 2008	By:	/s/ John F. Inserra
	Name:	John F. Inserra
	Title:	Executive Vice President and Chief Financial Officer

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the United States Securities and Exchange Commission or its staff upon request.

Exhibit 99.1



		Fresh Del Monte Produce Inc.

FOR IMMEDIATE RELEASE

Fresh Del Monte Produce Reports

Solid First Quarter 2008 Financial Results

CORAL GABLES, Fla. – April 29, 2008 — Fresh Del Monte Produce Inc. (NYSE: FDP) today reported financial results for the first quarter, which ended March 28, 2008. The Company reported earnings per diluted share of $1.07 excluding asset impairment and other charges, net, compared with earnings per diluted share of $0.84 in the first quarter of 2007, excluding other credits, net. Results for the first quarter of 2008 exclude asset impairment and other charges, net, totaling $4.6 million, or $0.07 per diluted share, primarily related to the Company’s closure of an under-utilized distribution center and the previously announced closure of its beverage production operation in the United Kingdom. Net income for the first quarter of 2008 was $63.6 million, compared with net income of $51.6 million in the first quarter of 2007.

Net sales for the first quarter of 2008 were $894.9 million, compared with $836.0 million in the first quarter of 2007. The increase in net sales was driven by: higher banana selling prices, primarily due to strong global demand for bananas; and industry-wide shortages, the result of inclement weather in Central America. The Company’s Del Monte Gold ^® pineapple and non-tropical product lines, along with its prepared food business segment also drove the increase in net sales during the quarter.

Gross profit for the first quarter of 2008 was $96.9 million, compared with gross profit of $99.1 million for the same period last year. The decrease in gross profit during the quarter was due to a $10.2 million negative impact from foreign exchange as compared to last year, as currencies in our producing countries strengthened against the dollar. Also, impacting gross profit was significant challenges in the Company’s melon product line, due to lower production caused by unfavorable growing conditions in Central America; and a decrease in the Company’s fresh-cut product line performance, primarily driven by higher labor costs. Gross profit for the first quarter in Fresh Del Monte’s pineapple product line was consistent with the prior-year period. The Company benefited during the quarter from a gross profit increase in its global banana business segment primarily in Europe, and a significant increase in gross profit in its non-tropical product line. In addition, Fresh Del Monte’s continued enterprise-wide initiatives to control costs and improve efficiencies enabled it to mitigate the negative impact of significantly higher costs associated with transportation, growing and procurement of fruit and packaging during the quarter.

The Company reported other income of $12.5 million in the first quarter of 2008, compared with $3.9 million in the prior year. The $8.6 million increase is primarily associated with gains in foreign exchange rate movements versus the dollar.

- more -

Fresh Del Monte Produce Inc.

Page 2-4

“We are proud of our results in the first quarter of 2008, and we are encouraged by the progress we made in managing the exceptionally high costs that continue to affect our business,” said Mohammad Abu-Ghazaleh, Fresh Del Monte’s Chairman and Chief Executive Officer. “These costs include the highest fuel and fertilizer prices in history and higher costs of packaging and labor. In spite of these challenges, our business is growing steadily and demand for our products is growing around the globe. We are firmly committed to our strategy of investing in markets that offer long-term growth opportunities. In the meantime, we are working to create greater efficiencies and control costs across our business. During the first quarter of 2008, we demonstrated that Fresh Del Monte is able to deliver solid financial results even in a tough market.”

Prior to March 31, 2008, the Company qualified as a “foreign private issuer” for purposes of filing and disclosure requirements under the United States securities laws. As a “foreign private issuer” under the Securities and Exchange Act, as amended (the “Exchange Act”), the Company filed its Annual Report with the United States Securities and Exchange Commission on Form 20-F. Effective March 31, 2008, the Company no longer satisfied the definition of a “foreign private issuer” under the Exchange Act and the Company is now required to file its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.

Fresh Del Monte will host a conference call and simultaneous Web cast at 11:00 a.m. Eastern Time today to discuss the first quarter 2008 results and to review the Company’s progress and outlook. The Web cast can be accessed on the Company’s Investor Relations home page at www.freshdelmonte.com . The call will be available for re-broadcast on the Company’s Web site approximately two hours after the conclusion of the call.

Fresh Del Monte Produce Inc. is one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and distributor of prepared food in Europe, Africa and the Middle East. Fresh Del Monte markets its products worldwide under the Del Monte ^® brand, a symbol of product innovation, quality, freshness and reliability for more than 100 years.

FORWARD-LOOKING INFORMATION

This press release contains certain forward-looking statements regarding the intents, beliefs or current expectations of the Company or its officers with respect to various matters. These forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update these statements. It is important to note that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The Company’s actual results may differ materially from those in the forward-looking statements as a result of various important factors, including those described under the caption “Key Information – Risk Factors” in Fresh Del Monte Produce Inc.’s Annual Report on Form 20-F for the year ended December 28, 2007 along with other reports that the Company has on file with the Securities and Exchange Commission.

Note to the Editor: This release and other press releases are available on the Company’s Web site, www.freshdelmonte.com .


Contact:		Christine Cannella
		Assistant Vice President, Investor Relations
		305-520-8433

Tables to Follow

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Fresh Del Monte Produce Inc. and Subsidiaries

Condensed Statements of Income

(U.S. dollars in millions, except share and per share data) - (Unaudited)


	Quarter ended
Income Statement:	March 28, 2008			March 30, 2007

Net sales	$	894.9		$	836.0
Cost of products sold		798.0			736.9

Gross profit		96.9			99.1
Selling, general and administrative expenses		39.4			42.2
Asset impairment and other charges (credits), net (1)		4.6			(2.9	)

Operating income		52.9			59.8
Interest expense, net		3.1			9.0
Other income, net		12.5			3.9

Income before income taxes		62.3			54.7
Provision for (benefit from) income taxes		(1.3	)		3.1

Net income	$	63.6		$	51.6

Net income per ordinary share - Basic	$	1.01		$	0.89

Net income per ordinary share - Diluted	$	1.00		$	0.89

Weighted average number of ordinary shares:
Basic		62,859,064			57,699,889

Diluted		63,358,190			57,746,578

Selected Income Statement Data:
Depreciation and amortization	$	20.6		$	19.3

Net Income per Share Adjustments:
Reported net income per share - Diluted	$	1.00		$	0.89
Asset impairment and other charges (credits), net (1)		0.07			(0.05	)

Adjusted net income per share - Diluted	$	1.07		$	0.84


	At
	March 28, 2008			December 28, 2007
Selected Balance Sheet Data:
Cash	$	28.7		$	30.2
Working capital		514.1			491.2
Total assets		2,262.6			2,185.7
Total debt		197.1			238.6
Shareholders’ equity		1,425.8			1,364.8

(1)

Asset impairment and other charges (credits), net, recorded during the first quarter of 2008 relates principally to the closure of an under-utilized distribution center and the previously announced beverage production operation both in the U.K. Asset impairment and other charges (credits), net, for the first quarter of 2007 includes a net benefit related to the previously announced closing of our Hawaii pineapple operations.

Fresh Del Monte Produce Inc. and Subsidiaries

Business Segment Data

(U.S. dollars in millions) - (Unaudited)


	Quarter ended
	March 28, 2008								March 30, 2007
Segment Data:	Net Sales				Gross Profit				Net Sales				Gross Profit
Bananas	$	340.1	38	%	$	30.1	31	%	$	287.8	34	%	$	20.7	21	%
Other Fresh Produce		419.0	47	%		53.1	55	%		426.9	51	%		64.4	65	%
Prepared Food		101.9	11	%		10.0	10	%		90.0	11	%		10.6	11	%
Other Products and Services		33.9	4	%		3.7	4	%		31.3	4	%		3.4	3	%

Total	$	894.9	100	%	$	96.9	100	%	$	836.0	100	%	$	99.1	100	%


Geographic Region Data:	March 28, 2008				March 30, 2007
North America	$	410.9	46	%	$	416.4	50	%
Europe		299.8	33	%		265.5	32	%
Asia		91.3	10	%		95.1	11	%
Middle East		59.2	7	%		30.4	4	%
Other		33.7	4	%		28.6	3	%

Total	$	894.9	100	%	$	836.0	100	%

Exhibit 99.2

CORPORATE PARTICIPANTS

Christine Cannella

Fresh Del Monte Produce Inc.–Assistant Vice President of Investor Relations

Mohammad Abu-Ghazaleh

Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

John Inserra

Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Richard Contreras

Fresh Del Monte Produce Inc.–CFO

CONFERENCE CALL PARTICIPANTS

Diane Geissler

Merrill Lynch–Analyst

Mark Churchill

Piper Jaffray–Analyst

John San Marco

Wachovia Securities–Analyst

Heather Jones

BB&T Capital Markets–Analyst

Vincent Andrews

Morgan Stanley–Analyst

PRESENTATION

Operator

Good morning, everyone. I’d like to remind you that today’s call is being recorded and that all lines will be muted during the call. After the presentation, we will begin the question-and-answer session. (OPERATOR INSTRUCTIONS)

I’d now like to turn the call over to Christine Cannella for opening remarks. Please go ahead.

Christine Cannella –Fresh Del Monte Produce Inc.–Assistant Vice President of Investor Relations

Thank you, Robbie. Good morning, everyone, and welcome to Fresh Del Monte first quarter 2008 conference call. I’m Christine Cannella, Assistant Vice President of Investor Relations. Joining me today are, Chairman and Chief Executive Officer, Mohammad Abu-Ghazaleh, Executive Vice President and Chief Financial Officer, John Inserra who will discuss our results for the first quarter. Also joining us today in the discussion is Richard Contreras, who we announced yesterday will be taking over as Chief Financial Officer at Fresh Del Monte Produce.

Fresh Del Monte issued a press release this morning via business wire, e-mail and First Call. You may visit our website at www.freshdelmonte.com to register for future distributions. This conference call is being webcast live on our website and it will be available for replay approximately two hours after conclusion of this call. This morning Mohammad will review our operating performance during the quarter, along with recent developments and our future outlook. John and Richard will then review our financial performance for the first quarter of 2008.

Please let me remind you that much of the information that we will discuss this morning, including the answers we give in response to your questions, may include forward-looking statements regarding our beliefs and current expectations with respect to various matters. These forward-looking statements are intended to fall within the Safe Harbor Provisions of the Securities Laws. Our actual results may differ materially from those in the forward-looking statements as a result of various factors, including those described under the heading “Description of Business Risk Factors” in our Form 20-F for the year ended December 28th, 2007. This call is the property of Fresh Del Monte produce. Redistribution, retransmission or rebroadcast of this call in any form without our written consent is strictly prohibited. So with that, I’d like to turn the call over to Mohammad Abu-Ghazaleh. Mohammad?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Thank you, Christine. Good morning, everyone. Sales momentum was strong during the first quarter. We attribute this strong financial performance to a number of factors including better banana pricing in the U.S. and Europe due to industry-wide shortages, stronger banana demand due to increased consumption in emerging markets and the success of our new cost-control program. I believe it is important to note that we generated our first quarter results in an operating environment with the highest fuel and fertilizer cost in history, as well as higher container board costs.

One industry observer recently described Fresh Del Monte as having a religious focus on improving our bottom line. That is very true. And it accurately describes our consistent and careful attention to disciplined cost control as one method to offset higher costs and address challenging market conditions. We believe that there are still many opportunities in our business to lower costs and create new efficiencies. I am confident that we are the best qualified Management team in our industry to tap these opportunities and maximize the benefit to our bottom line. I would like to address each results.

We performed well in North America during the quarter. Stronger banana pricing was appropriate considering the higher costs we faced. We worked proactively with our customers to communicate our high input costs and our esteemed customers understood the challenges and we’re to reach a mutually satisfactory outcome. Meanwhile Del Monte gold pineapple continued to sell exceptionally well. Higher volumes met growing demand for pineapple, driven by increasing consumer acceptance. We also saw more demand for non-tropicals than we have seen in recent years and the popularity of this product line is starting to grow again in many of our markets. On the melon front, our farms in Central America were affected by unfavorable growing conditions which impacted volume and quality. Although we are not directly affected by the salmonella outbreak in Honduras and recall in the U.S. which took place at the end of the first quarter, there was some reflected heat from the issue. Unlike our competitors, we mostly source melons from our (inaudible) and watermelon which allows us to maintain greater control over production.

In Europe our banana business continued to perform well during the quarter due to increased pricing, the result of inclement weather in Latin America and growing consumer demand. Favorable Euro pricing and falling [shares] supported the first quarter strong sales performance. Pineapple sales were also brisk during the quarter with continued strong demand and pricing.

Our prepared food business also continued to grow during the quarter. In the past, we incurred substantial costs supporting a vast infrastructure to sell our prepared foods in Europe and elsewhere. Today large and efficient distributors are covering each country and this has improved our cost structure. We have rationalized our SKU’s, our brand is back on grocers’ shelves, we are penetrating markets that we could not reach before and we have improved customer leverage. These collective factors have enabled us to grow our business and generate substantial savings as evidenced in our SG&A reduction.

In Asia winter weather and increased presence of locally grown food led to lower demand for bananas in Japan and Korea in the first two months of the quarter. In March the demand for bananas returned in these markets. We also experienced a significant increase in procurement and distribution costs in Asia during the quarter. We continue to subside strategic product management by carefully and appropriation– apportioning bananas between the Asian and the Middle East markets. We also shipped volumes to China and Pacific Russia where there was increased demand. We benefited from strong sale of pineapple in Japan due to industry-wide shortages.

Our steady momentum in the Middle East continued during the quarter and we are increasingly enthusiastic about our Middle Eastern operations. We have had a bricks and mortar presence there for ten months and our fresh and prepared business are growing. Our banana business remained robust during the first quarter with exceptionally strong sales and volume growth primarily due to increased demand and consumption. Pricing was also strong. We continued to focus on expanding banana sales in this region and we plan to support the brand through increased marketing efforts. Also in the region, sales of Chilean fruit primarily apples increased with demand outpacing supply. We expect this demand to continue through 2008 and beyond as we introduce this Chilean product line in other countries in Asia.

Meanwhile, our Jordan-based poultry and meat business grew rapidly. These meat products were introduced to food service customers in the first quarter and we expect to introduce them into retail supermarkets in the second half of 2008.

The Middle East offers Fresh Del Monte tremendous growth opportunities and we are well-positioned to leverage these opportunities. We have a deep cultural understanding of this market which affords us an advantage over some of our competitors. We also have a growing physical presence there with construction underway on two of three planned distribution centers in Saudi Arabia. In addition we have our world organized a recognized brand and growing range of products, including a number of new products in Dubai that are gaining consumer acceptance. We are the first produce Company to produce baby carrots in the region. We are also offering Del Monte Gold pineapple skewers in single-serve bags, just in time for the summer months. As well as fresh and delicious salad bowls to our food service customers in the the region.

In addition, Fresh Del Monte is gaining new visibility and respect through the efforts of our Middle East Management team headquartered in Dubai. We recently won an EK News award as the 2008 Best Canned Food Company in the United Arab Emirates. We also received two awards specific to Dubai. The Dubai Distinguished Establishment Grade A Honors for customer satisfaction and hygiene standards. And a Young Brand Quality award for product development and continuous improvement. In addition we were awarded a certificate for our high quality supply standards from one of our best-known customers in the region, McDonalds. Each one of these recognitions is vitally important for a Company that is relatively new to the region because it increases customer perception of Fresh Del Monte as a high quality, credible and reliable supply partner. And I believe that if Fresh Del Monte continues to grow at the rate we have so far we could generate $500 million in annual sales in the Middle East within the next five years.

I am proud to report that demand for our products is on the rise in all of our major markets. And I review there are seven primary reasons for this. First, there are rapidly growing new economies such as China and India with huge populations that are experiencing [advancing] prosperity, affluence and purchasing power, which is increasing global demand. Imported fresh fruit is now within their economic grasp. Second, there is a growing awareness of the importance of fresh fruit and vegetables in a well-balanced diet. We plan to capitalize on this growing interest by offering products that directly meet those needs. Third Fresh Del Monte fruit plate is expanding in many markets and we are able to put our best products into the hands of consumers that we have never been reached before. These three factors spell (inaudible) exciting new opportunities for Fresh Del Monte and for our shareholders.

Fresh Del Monte has a healthy balance sheet with a low debt level. However, we still face major challenges such as higher input costs including fuel, fertilizers, container board, a weak dollar, an uncertain economy and rising labor costs. But the good news is this: In the first quarter of 2008 we demonstrated once again that we can perform well in good and bad economies and overcome tough market conditions to deliver solid, respectable and we believe sustainable financial results.

Before I turn the call over to John and Richard, I would like to take a moment to talk about what John has meant to Fresh Del Monte’s Produce. He has been with the Company, as you know, for a total of 22 years. John was with Fresh Del Monte and played an important role in play – in helping the Company persevere during the turbulent years between 1989 through 1996. During this time the Company was sold three times and faced many difficult challenges. It was his passion for the business, his leadership, his

dedication, his integrity and his experience that helped get the Company through those challenging years. His loyalty is absolutely unsurpassed in our organization. I know I speak for myself as well as all of our employees when I say that we will miss him, professionally as well as personally. And I thank him warmly for his outstanding and unparalleled service to our Company. John?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Thank you, Mohammad, [Honey] and the rest of the Management team, the Finance team and our employees around the world who have supported me during my many years at Fresh Del Monte. The memories of this team will always be part of my life, and I wish all of you continued success. Good morning, everyone. As Mohammad said, we turned in excellent results for the first quarter of 2008. Bananas, non-tropicals and pineapples sold well in our North American and European markets, driving our top-line growth. However, as Mohammad said, we were negatively affected by the impact in our melon and fresh-cut product lines, and higher cost of fuel, fertilizer and other raw materials, all of which hit historic highs. Fuel was up 65%, fertilizers rose 52% and container board was higher by 9%. These increases, combined, had a significant negative impact on our gross profit in the quarter.

We implemented pricing programs with our customers and although these programs did not fully offset all of the higher costs we face, they did help to mitigate the impact of those costs on our bottom line. The strengthening of currencies in producing countries against the dollar also increased our production and procurement costs compared to last year. During the quarter, we made great progress with our new cost-control initiative. We outsourced our UK juice operations and we rationalized underperforming facilities in the United States and the United Kingdom, all of these efforts helped to lower our costs and improve our operations. We also took steps to streamline our business. We fine-tuned our production operations in the Philippines and Central and South America and we secured new ways to lower our production input cost, such as buying our raw materials more effectively. These actions helped us it deliver solid results for the first quarter of 2008.

For the first quarter of 2008, excluding asset impairment and other charges, EPS was $1.07 per diluted share compared with $0.84 per diluted share in the first quarter of 2007. Net sales rose 7% to $895 million compared with $836 million in the prior year first quarter. Gross profit was $97 million compared with $99 million in the 2007 first quarter. Operating income was $58 million compared with $57 million in the prior year period.

Let’s now review the performance of our business segments in the first quarter of 2008. In our global banana business net sales rose 18% to $340 million compared with $288 million in the 2007. Pricing was higher by 16% and global volumes were in line with last year. Gross profit rose 5% to $30 million versus $21 million last year at this time, primarily from our European banana business. Worldwide pricing for the first quarter increased to $13.64 per box compared with $11.74 per box one year ago. North American banana net sales rose 15%. Pricing was 17% higher and volumes were down slightly compared with last year at this time due to tight industry supply. The Europe mark was healthy with strong demand.

Net sales increased 21% with a slight increase in volumes and higher pricing. We also benefited from favorable foreign exchange rates in Europe. In our Middle East banana operations net sales, volumes and price were significantly higher due to increased demand from developing countries in the region and our expanded distribution network. In Asia sales were lower due to decreased demand in Japan and Korea with reduced volumes, the results of strategic management of banana volumes between the Asia and Middle East markets. The reduction in sales was primarily offset by favorable foreign exchange rates.

In our other fresh produce business segment overall sales were 2% lower at $419 million versus $427 million with 10% higher pricing and 11% lower volume. We saw an 18% decline in gross profit to $53 million from $64 million primarily due to unfavorable growing conditions in our melon operations and higher cost associated with our fresh-cut product line. These – this was partially offset by our strong performance in our non-tropical category with pineapple gross profit consistent with the prior year period.

In our Gold pineapple category net sales were up 9% to $101 million versus $93 million last year at this time. Volumes increased 3% with a 5% increase in pricing for the quarter. In North America, we saw higher net sales with higher volumes and lower pricing. Sales were higher in Europe, with increased volumes and higher pricing driven by favorable foreign exchange. In the Middle East Del Monte Gold pineapple began to gain momentum with an increase in sales and pricing. In Asia, sales and volumes were lower due to industry-wide shortages the results of unfavorable growing conditions in the Philippines.

In our melon category net sales, volumes, pricing and gross profit were down significantly. Yields were volatile, as mentioned earlier. A cold March in the Northeast region of the United States led to lower than usual demand at this time of the year. In Europe, volumes were higher than last year. Net sales were higher. And pricing was up due to increased sales of cantaloupe versus lower priced varieties during the quarter.

In our fresh-cut category volumes and net sales were lower due it planned volume reductions as we continued our strategy to shift our focus from vegetables to fruit which enables us to achieve significantly higher pricing in the category. Gross profit was lower than last year due to higher labor and input costs. We had a strong quarter in our non-tropical category driven primarily by the success of our avocado and grape product lines. Net sales were up 9%. Volume declined 14% with significantly higher pricing. Avocado sales grew more than 30%. Volumes were lower on higher pricing. Demand for avocados in North America is on the rise and this product is beginning to dominate the non-tropical category. The Chilean grape quality was excellent as Mohammad said and they – and they sold well during the quarter. This concludes my discussion of the other fresh produce segment.

At this time I’d like to introduce Richard Contreras, my successor, who will be taking over as Chief Financial Officer of Fresh Del Monte effective May 2nd, 2008. I have known Richard for almost 20 years and I assure you that he is fully capable to take over the role of Chief Financial Officer and handle the responsibilities of the position. He has a thorough knowledge and understanding of the Company and its business model. Let me add that it has been a great pleasure to work with all of you. I’ve known some of you for a very long time. I expect that friendships we have established through the years will last the rest of our lives. Thank you for all your support. Richard?

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Thanks, John. In our prepared food business segment, which now includes our poultry and meat producing business in Jordan, sales rose 13% to $102 million compared with $90 million last year at this time. Pricing was up 9%. We benefited from significant growth in our canned pineapple business which was the result of ongoing pineapple shortages. As Mohammad mentioned, our Jordan poultry business continued to do well with sales increasing $4 million compared with last year at this time. It is worth mentioning that rising feed prices worldwide are impacting this product lane. Gross profit in the prepared foods segment decreased from $11 million to $10 million. Gross profit margin declined from 12% last year to 10% this year. However, it’s important to note that because we shifted our sales efforts to distributors we realized a reduction in selling and marketing expense which resulted in an overall $3 million improvement in net operating performance in this category.

In our other products and services business segment, net sales for the quarter increased 8% to $34 million compared with with $31 million last year. This increase was due to the strong performance of our grain business in Argentina and our Chilean plastics business. Gross profit was in line with last year due to the substantial increase in production costs.

As Mohammad and John both mentioned, rising costs have had a significant impact on our business. Let me provide a few examples. Fuel increased 65% from $300 per metric ton in 2007 to $500 per metric ton in 2008. The costs of fertilizer increased more than 50% and container board increased 9% compared to last year. Just as an example for bananas only, our total landed costs increased $40 million during the quarter compared with the prior year period. This includes owned and purchased production, packaging and ocean freight costs.

The foreign currency impact at the gross profit level was a benefit of $12 million compared to a benefit of $22 million last year. For the quarter SG&A decreased to $39 million versus $42 million in the prior year period, primarily due to the lower advertising and marketing costs associated with our prepared food business, as I mentioned earlier. Other income in the first quarter was $13 million, compared with $4 million in the prior year period, a $9 million increase primarily associated with favorable foreign exchange movements versus the dollar. This increase partially offsets the negative variance in foreign currency included in the gross profit lane. Net interest expense was $3 million, compared with $9 million last year at this time as we significantly reduced our debt levels to $197 million from $239 million at the end of 2007. We also had a $1 million benefit from income taxes this quarter, primarily from the reversal of uncertain tax positions.

We expect capital expenditures for the year to be $110 million for ongoing projects, primarily in the Middle East, the Philippines and Costa Rica. And one last note, this morning in our earnings press release we announced that effective March 31st, 2008 we are now classified as an U.S. filer. U.S. owners now hold more than 50% of the shares of Fresh Del Monte. As an U.S. filer, we will now comply with all U.S. reporting requirements, which for the most part we have already been in compliance. The Company will now file its annual report on SEC Form 10-K and quarterly reports on Form 10-Q. Our jurisdiction of incorporation continues to be the Cayman Islands. Robbie, can you open the call now for the Q&A session, please?

QUESTIONS AND ANSWERS

Operator

Absolutely. (OPERATOR INSTRUCTIONS) And we’ll take our first question from Diane Geissler with Merrill lynch

Diane Geissler –Merrill Lynch–Analyst

Good morning.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Good morning, Diane.

Diane Geissler –Merrill Lynch–Analyst

Congratulations on your quarter and congratulations to you, John.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Thank you.

Diane Geissler –Merrill Lynch–Analyst

Going to miss you. Looking forward to working with Richard. But obviously spent some time working with you over the years, so definitely going to miss you and hope to keep in touch.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Thank you.

Diane Geissler –Merrill Lynch–Analyst

On your operations, I may have missed this, I missed a couple of the comments up front. Particularly in bananas where you elaborated quite a bit on fuel, fertilizer, container board and the impact on the gross margin there. And I guess maybe you could comment, Mohammad, on sort of some of the work you’re doing with your customer base both in North America and in Europe to offset some of these higher costs with pricing and kind of just how you see that playing out over the next three to four quarters? It doesn’t look like fuel is going to retreat here, same with fertilizer. So obviously we’re just in a higher cost environment. If you could talk about how you work with your customers and how those negotiations are – are going.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Well as I have been always consistent, Diane, in my almost – throughout the, the last several quarters, I always said that we as Company, as Fresh Del Monte we will only do business to make money and not to lose money, hopefully. And this has been our focus and as I said the bottom line for us is a very important part of our business. And as we go forward, I mean since even last year, we have been passing additional costs through to our customers. we have been increasing our prices. And this has been actually accepted and understood by most– almost all of our clients. And this is going to be an ongoing exercise. We are not – the increase of costs will have to be included in our prices. And that’s what we are doing right now. And that’s what we will do in the future.

Diane Geissler –Merrill Lynch–Analyst

Do you have a – can you give us some detail on when you think you will be caught up on that? I mean I look at kind of your geographic mix here, volume down slightly in North America, volume down to a greater degree, although you didn’t elaborate on the actual number in Asia on a strategic shift there, product. I’m assuming that maybe you’re not getting the pricing in Asia and you’re doing better in North America and Europe in terms of passing on price. Is that what I should read into those comments?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Well, the volumes in general are not – haven’t changed in total volumes in different parts of the world. However, we allocate the fruit wherever we find the better pricing, the better returns and that’s what we did in Asia, for instance. When we saw the Japanese market maybe soft in the beginning of the quarter or the Korean market, we have shifted some of that fruit to the Middle East where we were getting better prices. We shifted some to the Pacific part of Russia where we sold some fruit as well. So that’s the kind of move that we do, we do go where the price is better. Of course we do not undersupply our core markets. But we do some prudent allocation of our volumes.

Now, going back to your, your question about getting caught up with the, with the costs. I would like to emphasize that we have some clauses in our contract where we have contracts, for instance, in bananas where we have clauses regarding inland fuel, ocean fuel, these have to be updated regularly and throughout the quarter or throughout the season or the year. And we–if there has been an additional cost that has to be put up and included in the price– increase in the price.

Diane Geissler –Merrill Lynch–Analyst

Okay. And I guess shifting to prepared foods, you’ve been doing a lot of work there in terms of your salesforce and assets, closing plants, et cetera. Can you just talk about sort of over the next two to three years where you think that will– the margin will stabilize? You’ve owned the business now for, I guess, almost what, four to five years. You had a little bit of difficulty in ‘06, ‘07. Can you just talk about sort of now that you’ve come through some of the challenges, the early challenges, can you talk about what you see in terms of stabilized margin in that business? Is it mid-teens, is it low-teens, is it high-teens, just how you think about that?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

I believe– just to put things in perspective, we, we bought that business at the end of 2004. So it has been a few years. we had actually two, two-and-a-half years with some turbulence and (inaudible) and turning around the business because of the nature of that business and the tructure of the business when we bought it was actually – does not fit with the Fresh Del Monte model. However, I think that the business now is going according to our expectation, the way that we planned it – planned it to go. As you can see, as you will see at the – during this year and the end of the year that we have – this business has turned around quite significantly, and you’ll see the numbers. The pineapple business in particular has been significantly up in terms of pricing and volumes, revenues. Also the (inaudible) canned business which is peaches, fruit cocktail and others has also improved significantly. And so we see all, all these core lines progressing well.

However, we are now taking advantage of the brand in the markets where we cover. And introduce new items, especially in the emerging markets. This is an ongoing process. We have introduced some items. We are introducing other items in the medium-term and in the long-term. But the prepared food is not like the fresh. The fresh you can produce quickly, you can ship quickly. Here we need lead time. We need–as when you have a new item, you have special packaging, you have so many other criterias that we don’t usually face in the fresh business. But all-in-all we are extremely happy and very satisfied about this business and I believe that this is going to be a great addition for us in the future.

Diane Geissler –Merrill Lynch–Analyst

Okay. So I guess if I just – to get back to the margin question though is that– are you – I mean, it looks like a 10% gross margin in that business in the quarter?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Yes. We did have a little bit of a problem with our juice business, our beverage business as we switched from producing it ourselves. And we, we think that the business will rebound as we move forward. So we did have a little bit of margin pressure. And we did change the category to include poultry and, as Richard mentioned, we had some higher feed costs there. But I think we’re going to – as we move forward, we’re going to be able to raise the price on those items and continue to grow that.

Diane Geissler –Merrill Lynch–Analyst

And then just a quick question on the taxes, the tax line, you had a benefit here. I’m assuming that’s a mix issue. But if you could just kind of give us some, give us some help on your expectations for the, the full year, what we should be looking for in the full year and what, what specifically happened in the quarter that you ended up with a tax benefit?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Specifically in the quarter we had just a reversal of some contingencies in Central America because the statute of limitations had expired. So that’s why you see the credit in the quarter. For the year we’re still looking at about 6% just to model.

Diane Geissler –Merrill Lynch–Analyst

Okay what– can you quantify what the – how much the reversal was?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

I think it was about $2 million.

Diane Geissler –Merrill Lynch–Analyst

$2 million. Okay. Perfect, thank you.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

All right, Diane.

Operator

Thank you. We’ll go next to Mark Churchill with Piper Jaffray.

Mark Churchill –Piper Jaffray–Analyst

Hi, on the G&A where you had the savings this quarter should we be looking for the lower marketing expense throughout the year or that will– will that come back higher?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

We should see that. That is related to our prepared food business because we used and distributed as the marketing is actually performed by them, so that trend we expect to continue as we move forward.

Mark Churchill –Piper Jaffray–Analyst

Okay. Thank you. And then you mentioned at the beginning of the call that you think that there’s an opportunity to continue to cut costs. Can you elaborate a little bit on that?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Well, our cost program is underway. We put it in place at the beginning of January, a new cost control program. And we believe that that will benefit the Company especially in the subsequent quarters as we move forward. And I think we were very successful in the one we did in 2006 and some of the cost savings we saw last year. So we’re confident that our Management team around the world will achieve that success.

Mark Churchill –Piper Jaffray–Analyst

Okay. And then on the pineapple business in the quarter, or last quarter you had said that you expected some of the strength to continue throughout the year. And it looked like the sales side held up here but the guess profit dollars were just flat year-over-year. Can you give any more color on what happened in that business during the quarter?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Well, I think just what happened in the rest of our business. Costs are going up in our pineapple business, just as well as bananas and, and everything else. So I think we have to expect that. And price increases usually lag slightly behind that trend. And now we, we are moving ahead with our pineapple pricing just the same as we are with our bananas.

Mark Churchill –Piper Jaffray–Analyst

Okay. And where you had the problems sourcing melons this quarter, when do you start sourcing out of North America rather than Latin America?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

We– go ahead.

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

The middle of May.

Mark Churchill –Piper Jaffray–Analyst

Okay. So that should start to improve the middle of this quarter?

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Yes.

Mark Churchill –Piper Jaffray–Analyst

Okay. Thank you very much.

Operator

Thank you. We’ll go next to Jonathan Feeney of Wachovia.

John San Marco –Wachovia Securities–Analyst

Hello, everyone, this is John San Marco on behalf of Jonathan.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

How are you doing Marco?

John San Marco –Wachovia Securities–Analyst

Hello. Congratulations again, John, and to you as well, Richard.

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Thank you.

John San Marco –Wachovia Securities–Analyst

First, we’ve seen some conflicting reports on the status of the EU tariff negotiations. Could you – could you just give an update sort of to clear the air and– as to where that stands as well as if you’ve had any changes to your outlook for what, what may happen there?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Well, I do not really see why this issue is just such a big issue for people in the market because – I mean, for us if the tariff stayed the same or goes down it will be reflected in the market. I mean, our costs will go down, probably pricing will be, as well, adjusted downward. So it will be a mute situation in my opinion. And I – for us at least, for Fresh Del Monte we don’t really consider this as a very big challenge or a very big issue that we have to seriously think about it.

John San Marco –Wachovia Securities–Analyst

That makes sense. Would you expect that the price adjustment to be, to be immediate or, or to take some time?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Well, I think it will take some time because they are still discussing back and forth and it’s not only the tariff itself, there are so many other issues between Europe and the Latin countries and I don’t think that it’s only bananas, they have so many other issues that they want to intertwine with this whole issue. So I– it’s been dragging and I think it will drag maybe another few months. But regardless of whatever time it takes, I mean, for us I mean it could be other – competitors think it’s more serious but for us I don’t believe that it is so serious an issue.

John San Marco –Wachovia Securities–Analyst

Great. Thanks for that color. On – in terms of the Middle East, what was the, the driver– the huge jump we saw in the first quarter? The reason I ask is, the growth rate obviously suggests we get to that $500 million target far sooner than five years. So what I’m trying to get a sense of is whether we’re looking at a linear or perhaps a parabolic increase to that $500 million number you outlined in your remarks earlier.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Where we say $500 million because we have been saying $500 million for the last 12 to 18 months and we will stick to that figure. We believe that we can reach that target and hopefully less than five years if we can. Of course that would be our ambition and our drive. But we want to be pragmatic and prudent in our approach. Our business in the Middle East is going to continue to grow. We are investing there. And we know where we’re going. We know exactly what we’re doing. We have, as I mentioned earlier, I mean these certificates and awards that we have been awarded with in the last few months maybe to some people they don’t sound very important but for that part of the world, to gain such a recognition in a very short period of time for a Company that is only, less than one year old is, is unparalleled in the industry. And that is giving us a tremendous leverage in these markets.

I think that Fresh Del Monte is poised to be the leader and the dominant factor in these markets. We are penetrating these markets in a very, very solid and aggressive way. And we are putting our footprint everywhere almost. So I’m very optimistic and very confident about our future in that, in that part of the world.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Yes and I, I don’t know if you noticed at the back of our press release we did disclose for the first time the split sales by geographic region and you can you see the significant jump in our Middle East sales numbers, almost doubling from the prior year quarter.

John San Marco –Wachovia Securities–Analyst

Great. Just, just one last one, please. This is the cleanest balance sheet you’ve really had in four years, and particularly with a lot of tailwind at your back in terms of fruit pricing right now. Does, does your financial health change at all, your priorities in terms of how your – you plan on using free cash flow going forward?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Definitely we will look at our core business and where we can add value to our business. We are the healthiest, I would say the healthiest produce Company in the industry right now. And we have a very strong balance sheet. We have very low debt. And we will use our money in the best way that we can to enhance shareholders’ value. I mean just touching on that, it’s been our policy to invest in different parts of the world. And most of our investments has been in assets, be it in distribution centers, in production, in logistics, in packing.

If you look at the increase of costs to replace these assets today,or the value of these assets today probably is two or three times of what we have done over the last ten, 11 years. So I think this maybe is missed by the, by the industry, or by the market, that what we have been doing actually has been the right thing by buying and investing in real assets. I’m not selling assets. And that, you will realize in the – as we go forward in the years, you will realize the value that Fresh Del Monte has created over the last ten years or 11 years. I think this is a very important aspect as we look back today and we see it, and we say we have done the right thing because when we bought farms or we bought properties or we bought distribution centers and created the business that we have created, I think today if I want to do that again it would cost me twice or more than that.

John San Marco –Wachovia Securities–Analyst

That’s, that’s terrific. That’s all I had. Thank you very much.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Okay, John.

Operator

Thank you. We’ll go next to Heather Jones with BB&T Capital Markets.

Heather Jones –BB&T Capital Markets–Analyst

Good morning, thank you.

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Good morning, Heather.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Hi, Heather.

Heather Jones –BB&T Capital Markets–Analyst

Good luck, John, with your retirement.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Thank you.

Heather Jones –BB&T Capital Markets–Analyst

And welcome to you Richard.

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Thank you.

Heather Jones –BB&T Capital Markets–Analyst

I’ll try to go through my questions quickly. On the currency, the negative currency hit for the quarter was the Real the primary currency behind that in?

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

No, it was not. It was– mostly it was in Chile.

Heather Jones –BB&T Capital Markets–Analyst

Okay.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Yes. And some to do with the Cameroons also.

Heather Jones –BB&T Capital Markets–Analyst

Oh, okay. And is it – is there anything that you all can do to mitigate that? Can you all do some hedging on the sourcing side or is it something you just have to hope you can pass through pricing?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

I believe, Heather, we have to increase our pricing because we cannot, we cannot– everything here is related to the weakness of the dollar. And I don’t believe that the dollar is going to go weak for the next ten years or even one year in my opinion. I think that the dollar is going to – in my opinion, our analysis we believe that the dollar could benefit by the end of this year and I don’t think that we can hedge as far as the producing side of the business. So –

Heather Jones –BB&T Capital Markets–Analyst

Okay. So you believe the dollar is going to strengthen but as it stands now – so is this a situation that we should expect to continue until the dollar shows meaningful strength relative to these currencies? I mean, you haven’t taken any actions other than – so until the dollar strengthens is this–?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

No, no, we have taken actions, be it on the production side by lowering our costs, becoming more efficient and doing some measures where we can at least reduce the impact of the strength of the currencies, and on the other side we are increasing our pricing.

Heather Jones –BB&T Capital Markets–Analyst

Right.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

And that’s a fact.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

And we also have – have hedged our currencies too to protect us if in fact the currencies reverse themselves as we go forward in the stronger currencies in Europe and Asia.

Heather Jones –BB&T Capital Markets–Analyst

So the revenue currencies, Euro, Pound and the Yen?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Right.

Heather Jones –BB&T Capital Markets–Analyst

Okay.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

And we have looked at some of the producing countries to hedge also.

Heather Jones –BB&T Capital Markets–Analyst

Okay. How much did fuel hurt you for the quarter?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

The fuel impact? The fuel impact was negative negative $13 million.

Heather Jones –BB&T Capital Markets–Analyst

Okay. And do you all remain unhedged as far as that goes?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Yes, we do.

Heather Jones –BB&T Capital Markets–Analyst

Okay. As far as your melon production, we’ve seen reports that Costa Rica and melon production in general is down 40%. Could you comment on whether your volumes sort of have been net negatively impacted or if you could just give us some color on that?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

No, I don’t think our volumes are down 40%. We did have some problems with our production in those countries but ahead of that, that hurt the quarter but that season is pretty much over and as we move into Arizona I think we should have a much better comparison going forward.

Heather Jones –BB&T Capital Markets–Analyst

So going back to an earlier comment you made, this – the Costa Rica issue should continue to affect you through – I think it’s May 10th, around there, and then you’ll move to Arizona and Arizonan–?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

No. We’re almost down with Costa Rica. I mean Guatemala and Costa Rica almost – they’re done.

Heather Jones –BB&T Capital Markets–Analyst

Okay.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

The season is over.

Heather Jones –BB&T Capital Markets–Analyst

Okay.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

And their prices are higher right now.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

And of course the prices for the last two, three weeks has gone up–

Heather Jones –BB&T Capital Markets–Analyst

Dramatically.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Dramatic. Yes.

Heather Jones –BB&T Capital Markets–Analyst

Yes. Now what about your view on the Q2 for banana markets? Pricing just seemed to take off in late February, strengthen all through March and April has been phenomenal as well. Would anticipate a stronger year-over-year performance in the banana business relative to Q1?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Relatively, maybe yes. But we have to – the European market has been weakening for the last two weeks. We’ve seen prices coming down in the last two, three weeks. And this could go on through the rest of the quarter. We don’t know if – because supply is, is increasing in the European market. But overall I think that we have to take into consideration that in the first quarter we were still selling in North America at prices of contracts that we had fixed in 2007. And some of them are still actually ongoing. But I would say also since probably several weeks, new prices kicked in and this will be translated also into the overall performance. So because of the contract issues in North America we have still – are carrying contracts from last year and hopefully by the middle of this year and some of these contracts will go on maybe to the later part, third quarter of this year. But as we go forward, the new contracts or the new suppliers will kick in with the new pricing so that should translate itself.

Heather Jones –BB&T Capital Markets–Analyst

So basically–

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

But we don’t have a schedule.

Heather Jones –BB&T Capital Markets–Analyst

So North American pricing could – should improve further as these contracts roll off?

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

That should be the case, yes.

Heather Jones –BB&T Capital Markets–Analyst

Okay. And going back to your comments on Europe, and we’ve seen some sequential weakness like you’re describing but on a local basis, on a year-over-year basis, we’re still seeing pretty strong year-over-year increases. Again, sequentially weaker but strong year-over-year. Is that consistent with what you’re seeing?

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Yes, in local currency, yes.

Heather Jones –BB&T Capital Markets–Analyst

Okay. And then finally on the balance sheet, if the $12 million I believe it was in other income, is that the balance sheet impact of currency?

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Yes, yes, it is.

Heather Jones –BB&T Capital Markets–Analyst

Okay. All right, thank you very much.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Thank you.

Operator

Thank you. We’ll go next to Vincent Andrews with Morgan Stanley.

Vincent Andrews –Morgan Stanley–Analyst

Good afternoon, everyone.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Afternoon, Vincent.

Vincent Andrews –Morgan Stanley–Analyst

John, obviously congratulations and look forward to staying in touch and, Richard, welcome.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Thank you.

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Thank you.

Vincent Andrews –Morgan Stanley–Analyst

I guess my questions – a lot of them have been answered. But if I could just try to amalgamate a lot of the discussion so far and maybe bring it back to last quarter’s call where there was a lot of discussion about costs on a go-forward basis. And kind of issues around one of your competitors who had thrown out a pretty large number of what they thought their costs were going to go up for the year and you guys didn’t have a comparable number to throw out, but you seemed very confident that you’d be able to handle what – whatever came your way. And I just feel like this – these results and the costs that you had to play through seem a little more, seem a little more than I would have thought was going to be the case following last quarters call. So could, could you just help me understand what – what in this whole mix caught you by surprise, if anything, or you weren’t as well prepared for as you thought you were? And how should we think about this for the balance of the year? I mean it doesn’t seem that you’ve got a cost increase number that you want us to work with in a go-forward basis. So how do we kind of reconcile this in our models?

Richard Contreras –Fresh Del Monte Produce Inc.–CFO

Well, I think if you really look at the quarter and dissect it, we did – other than we mentioned we had a poor performance in melons and fresh-cut as compared to last year, but in all the other products we did increase the margins. So we do feel that we’re doing a pretty good job of controlling the costs. Now it’s an everyday challenge, obviously. But if you pull those products out of the mix, we did – we think we were able to control our costs and/or increase pricing.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

And I would like to add one more thing about the fresh-cut since Richard mentioned that. The fresh-cut during the quarter, from the beginning of the first quarter, we had unfortunately, because of the immigration laws and because of the labor issues, we have been hit actually in three if not four maybe, three, three of our fresh-cut operations, one was in Chicago, the other in Oregon and even in Baltimore. We have been– actually because of the labor issues, had to lose a lot of our labor that have been trained and with us for quite a long period of time. And we lost a lot of business. We, we– efficiencies were impacted. And, of course (inaudibles) were impacted. So the decrease in operating income or in any kind of negative implications for the fresh-cut was mainly due to the labor issues and the immigration.

However, since then this business has been brought back to normalcy. I believe that by the end of this quarter, we will be brought back on track and margins and profitability will be back as it has been. So I wanted to highlight this, that this was not because– just because of additional costs. It was because of shortage of labor and immigration laws.

Vincent Andrews –Morgan Stanley–Analyst

Okay. That’s very helpful. I think that’s all I have. So I’ll pass it along. Thank you.

John Inserra –Fresh Del Monte Produce Inc.–Executive Vice President, CFO

Thank you.

Operator

Thank you. And that is all the time we have for the question-and-answer session. I’d like to turn the program back over to Mohammad Abu-Ghazaleh for any additional or closing comments.

Mohammad Abu-Ghazaleh –Fresh Del Monte Produce Inc.–Chairman of the Board, CEO

Thank you, Robbie. I’d like to thank everybody for being with us on this call. I appreciate your participation and would like just to add that these are very challenging times and I think we– at the same time for us are very exciting times. I believe that the future looks more clear to us and we will work hard to achieve what we have put for us as targets and hopefully do what’s right for our shareholders. Thank you very much and speak to you on our next conference call. Thank you.

Operator

That does conclude today’s conference. You may disconnect your lines at this time.

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