Subject: Collared Accelerated Share Repurchase Transaction ? Execution Pricing

Del Monte Foods Company

One Market @ The Landmark

San Francisco, CA 94105

Goldman Sachs International

Collared Accelerated Share Repurchase Transaction – Execution Pricing

EN50V8000000000

June 29, 2005

Trade Date:

For each Transaction, as set forth in the Supplemental Confirmation.

Seller:

Counterparty

Buyer:

GSI

Shares:

The common stock, par value USD 0.01 per share, of Counterparty (Ticker: DLM)

Number of Shares:

For each Transaction, as set forth in the Supplemental Confirmation.

Forward Price:

For each Transaction, as set forth in the Supplemental Confirmation.

Capped Settlement Amount:

For each Transaction, as set forth in the Supplemental Confirmation.

Floor Settlement Amount:

For each Transaction, as set forth in the Supplemental Confirmation.

Hedge Forward Differential:

For each Transaction, as set forth in the Supplemental Confirmation.

Hedge Forward

Cash Settlement Amount:

For each Transaction, as set forth in the Supplemental Confirmation.

Prepayment:

Not Applicable

Variable Obligation:

Not Applicable

Exchange:

New York Stock Exchange

Related Exchange(s):

All Exchanges

Market Disruption Event:

The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by inserting the words “at any time on any Scheduled Trading Day during the Valuation Period or” after the word “material,” in the third line thereof.

Counterparty Additional

Payment Amount:

For each Transaction, as set forth in the Supplemental Confirmation. Counterparty shall pay the Counterparty Additional Payment Amount to GSI on the Cash Settlement Payment Date.

Valuation Period:

Each Scheduled Trading Day during the period commencing on and including the first succeeding Scheduled Trading Day following the Hedge Completion Date (as defined in the Supplemental Confirmation), to and including the Valuation Date (but excluding any day(s) on which the Valuation Period is suspended in accordance with Section 5 herein and including any day(s) by which the Valuation Period is extended pursuant to the provision below).

Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Valuation Period is a Disrupted Day, the Calculation Agent will at any time on or prior to the Valuation Date have the right in its good faith sole discretion to extend the Valuation Period, provide Counterparty of an explanation of such extension and postpone the Valuation Date for a number of Scheduled Trading Days as it deems necessary, based upon the occurrence of any Disrupted Day(s) in the Valuation Period, provided that if there are 9 consecutive Disrupted Days during the Valuation Period, then notwithstanding the occurrence of a Disrupted Day, the Calculation Agent shall have the option in its commercially reasonable discretion to either determine the Settlement Price using its good faith estimate of the value for the Share on such 9 ^th consecutive day or elect to further extend the Valuation Period as it deems necessary.

Valuation Date:

For each Transaction, as set forth in the Supplemental Confirmation (as the same may be postponed in accordance with the provisions of “Valuation Period” and Section 5 herein). The Calculation Agent will have the right on any Scheduled Trading Day to accelerate the Valuation Date based on the completion of the unwind of its Hedge Positions for the related Transaction. If the Calculation Agent elects to exercise this right to accelerate the Valuation Date, then the Scheduled Trading Day immediately following the Scheduled Trading Day on which the Calculation Agent gives notice to Counterparty of its intention to accelerate the Valuation Date shall be the Valuation Date for the purposes of determining amounts payable by either party in respect of the related Transaction.

Settlement Currency:

USD

Settlement Method Election:

Applicable; provided that (a) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the

words “Net Share” and deleting the word “Physical” in the last line thereof and replacing it with word “Cash” and (b) in the event that GSI would deliver to Counterparty an amount of Shares under Net Share Settlement, Cash Settlement shall be applicable in lieu of Net Share Settlement.

Electing Party:

Counterparty

Settlement Method Election Date:

10 Scheduled Trading Days prior to the originally scheduled Valuation Date.

Default Settlement Method:

Cash Settlement

Additional Cash Settlement

Procedures:

Notwithstanding anything to the contrary in Section 8.4(a) of the Equity Definitions, the following additional amounts will be payable on the Cash Settlement Payment Date:

(a) if the Collared Forward Cash Settlement Amount is a positive number, then Seller shall pay to Buyer the Collared Forward Cash Settlement Amount (such amount, the “Net Cash Amount”); or

(b) if the Collared Forward Cash Settlement Amount is a negative number, then Buyer shall pay to Seller the absolute value of the Collared Forward Cash Settlement Amount.

Collared Forward

Cash Settlement Amount:

An amount in the Settlement Currency equal to the sum of the Hedge Forward Differential and:

(a) if the Hedge Forward Cash Settlement Amount is a positive number, the lesser of the Hedge Forward Cash Settlement Amount and the Capped Settlement Amount; or

(b) if the Hedge Forward Cash Settlement Amount is a negative number, the lesser of the absolute value of the Hedge Forward Cash Settlement Amount and the Floor Settlement Amount.

Forward Cash Settlement Amount:

An amount in the Settlement Currency equal to the product of (a) the Number of Shares multiplied by one minus the Applicable Percentage, multiplied by (b) an amount equal to (i) the Settlement Price minus (ii) the Forward Price.

Applicable Percentage:

For each Transaction, as set forth in the Supplemental Confirmation.

Settlement Price:

The arithmetic mean of the per Share prices at which GSI purchases the Number of Shares during the Valuation Period.

Cash Settlement Payment Date:

3 Currency Business Days after the Valuation Date.

Counterparty’s Contact Details

for Purpose of Giving Notice:

To be provided by Counterparty

GS&Co.’s Contact Details for

Purpose of Giving Notice:

Telephone No.: (212) 902-8996

Facsimile No.: (212) 902-0112

Attention: Equity Operations: Options and Derivatives

With a copy to:

Kelly Coffey

Equity Capital Markets

One New York Plaza

New York, NY 10004

Telephone No.: (212) 902-1037

Facsimile No.: (212) 346-2126

Net Share Settlement Procedures:

Net Share Settlement shall be made in accordance with the procedures attached hereto as Annex B.

Net Share Settlement Price:

(a) in respect of any Share for which the Exchange is an auction or “open outcry” exchange that has a price as of the Valuation Time at which any trade can be submitted for execution, the Net Share Settlement Price shall be the price per Share as of the Valuation Time on the Net Share Valuation Date as reported in the official real-time price dissemination mechanism for such Exchange and (b) in respect of any Share for which the Exchange is a dealer exchange or dealer quotation system, the Net Share Settlement Price shall be the mid-point of the highest bid and lowest ask prices quoted as of the Valuation Time on the Net Share Valuation Date (or the last such prices quoted immediately before the Valuation Time) without regard to quotations that “lock” or “cross” the dealer exchange or dealer quotation system. In all cases the Net Share Settlement Price shall be reduced by the per Share amount of the underwriting discount and/or commissions that are consistent with market discounts and commissions charged by comparable underwriters at such time and agreed to between GSI and Counterparty as contemplated by the Net Share Settlement Procedures.

Valuation Time:

As provided in Section 6.1 of the Equity Definitions; provided that Section 6.1 of the Equity Definitions is hereby amended by inserting the words “Net Share Valuation Date,” before the words “Valuation Date” in the first and third lines thereof.

Net Share Valuation Date:

The Exchange Business Day immediately following the Valuation Date.

Net Share Settlement Date:

The third Exchange Business Day immediately following the Valuation Date.

Reserved Shares:

For each Transaction, as set forth in the Supplemental Confirmation.

Method of Adjustment:

Calculation Agent Adjustment

(a) Share-for-Share:

Modified Calculation Agent Adjustment

(b) Share-for-Other:

Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration.

(c) Share-for-Combined:

Component Adjustment

Determining Party:

GSI

Applicable

(a) Share-for-Share:

Modified Calculation Agent Adjustment

(b) Share-for-Other:

Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration.

(c) Share-for-Combined:

Component Adjustment

Determining Party:

GSI

(a) Change in Law:

Applicable

(b) Failure to Deliver:

Not Applicable

(c) Insolvency Filing:

Applicable

(d) Loss of Stock Borrow:

Applicable; furthermore Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Maximum Stock Loan Rate” and replacing them with “at a rate of return equal to or greater than zero”.

GSI

Determining Party:

GSI

Applicable

Applicable

Applicable

Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it pursuant to

Sections 12.7 or 12.9 of the Equity Definitions (except with respect to any portion of the consideration for the Shares consisting of cash in the event of a Merger Event or Tender Offer) following the occurrence of an Extraordinary Event by electing to Net Share Settle the Transactions under this Master Confirmation in accordance with the terms, and subject to the conditions, for Net Share Settlement herein by giving written notice to GSI of such election on the day that the notice fixing the date that the Transactions are terminated or cancelled, as the case may be, (the “Cancellation Date”) pursuant to the applicable provisions of Section 12 of the Equity Definitions is effective. If Counterparty elects Net Share Settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing the date that the Transactions are terminated or cancelled, as the case may be; provided that the Net Share Valuation Date shall be either the Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective, (b) the Net Share Settlement Date shall be deemed to be the Exchange Business Day immediately following the Cancellation Date and (c) all references to the Forward Cash Settlement Amount or the Net Cash Amount, as the case may be, in Annex B hereto shall be deemed to be references to the Cancellation Amount.

Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it (the “Early Termination Amount”) pursuant to Sections 6(d) and 6(e) of the Agreement following the occurrence of an Early Termination Date in respect of the Agreement by electing to Net Share Settle all the Transactions under this Master Confirmation in accordance with the terms, and subject to the conditions, for Net Share Settlement herein by giving written notice to GSI of such election on the day that the notice fixing an Early Termination Date is effective. If Counterparty elects Net Share Settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing an Early Termination Date; provided that the Net Share Valuation Date shall be either the Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective, (b) the Net Share Settlement Date shall be deemed to be the Exchange Business Day immediately following the Early Termination Date and (c) all references to the Forward Cash Settlement Amount or the Net Cash Amount, as the case may be, in Annex B hereto shall be deemed references to the Early Termination Amount.

Notwithstanding anything to the contrary in the Agreement, GSI may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GSI under any Transaction, in whole or in part, to an affiliate of GSI whose obligations with respect to such Transaction are guaranteed by The Goldman Sachs Group, Inc. in form and substance

reasonably satisfactory to Counterparty, but without requiring the consent of Counterparty.

Chase Manhattan Bank New York

For A/C Goldman, Sachs & Co.

A/C # 930-1-011483

ABA: 021-000021

To be provided by Counterparty