Exhibit 10.60


(Multicurrency - Cross Border)


                                      ISDA

                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                          dated as of December 23, 2003

                                     between

                   THE ROBERT MONDAVI CORPORATION ("Party A")

                                       and

                    HARRIS TRUST AND SAVINGS BANK ("Party B")


                                     Part 1
                             Termination Provisions


(a)  "Specified Entity" means in relation to Party A for the purpose of:

         Section 5(a)(v), Affiliates
         Section 5(a)(vi), Affiliates
         Section 5(a)(vii), Affiliates
         Section 5(b)(iv), Affiliates

         and in relation to Party B for the purpose of:

         Section 5(a)(v), Not Applicable
         Section 5(a)(vi), Not Applicable
         Section 5(a)(vii), Not Applicable
         Section 5(b)(iv), Not Applicable

(b)  "Specified Transaction" will have the meaning specified in Section 14 of
      this Agreement.

(c)  The "Cross Default" provision of Section 5(a)(vi) will apply to Party A and
     Party B.

     "Specified Indebtedness" will have the meaning specified in Section 14,
     provided that it will also include any obligation (whether present or
     future, contingent or otherwise, as principal or surety or otherwise) in
     respect of any Derivative Transaction and will not include (i) indebtedness
     in respect of deposits received or (ii) any payment not made because of an
     intervening change in law making such payment illegal, Force Majeure or act
     of state, provided that the party had available sufficient funds to make
     such payment at the time of non-payment.



                                       19
<PAGE>

     "Threshold Amount" shall have the meaning set forth below; for purposes of
     "Threshold Amount", "Equity" means the stockholders' equity including
     retained earnings, total partnership capital, net assets, or total capital
     and reserves, as the case may be, of the Party or its Credit Support
     Provider.

     "Threshold Amount" means, in relation to Party A or any Credit Support
     Provider of Party A, (i) zero with respect to (x) Specified Indebtedness to
     Party B or any Affiliate of Party B and (y) Specified Indebtedness under
     the Revolving Credit Agreement, and (ii) $5,000,000 with respect to other
     Specified Indebtedness.

     "Threshold Amount" means, with respect to Party B, 2% of the Equity of
     Party B.

(d)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will apply to
     Party A and Party B.

(e)  The "Automatic Early Termination" provisions of Section 6(a) will not apply
     to Party A and will not apply to Party B.


(f)  Payments on Early Termination. For the purpose of Section 6(e) of this
     Agreement:

     (i)  Market Quotation will apply.

     (ii) The Second Method will apply.

     Notwithstanding the above, with respect to FX Transactions and Currency
     Option Transactions, Loss and Second Method shall apply.

(g)  "Termination Currency" means U.S. Dollars.

(h)  Additional Termination Event will apply.

     An Additional Termination Event shall have occurred, for the purposes of
     Section 5(b)(v) of this Agreement, with Party A as the Affected Party, if
     the Revolving Credit Agreement is cancelled, terminated, repaid or
     otherwise ceases to be in full force and effect, or if the Revolving Credit
     Agreement is replaced, extended, restated or otherwise modified in a manner
     not approved by Party B acting in its sole discretion.



                                       20
<PAGE>

<TABLE>
<CAPTION>
                                     Part 2
                               Tax Representations

                                 NOT APPLICABLE


                                      Part
                         Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:


<S>                 <C>                                       <C>                           <C>
Party required to
deliver document    Form/Document/Certificate                   Date by which to be           Covered by Section 3(d)
                                                                delivered                     Representation
_____________________________________________________________________________________________________________________
Party A and Party   Certificate of incumbency containing        Upon execution of this        Yes
B                   specimen signatures of each person          Agreement, and if
                    executing the Agreement and if requested,   requested, each Confirmation
                    any Confirmation
_____________________________________________________________________________________________________________________
Party A             Legal opinion substantially in the form     Upon execution of this        No
                    of Exhibit I attached hereto                Agreement
_____________________________________________________________________________________________________________________
Party A             Each Credit Support Document listed in      Promptly upon request         Yes
                    Part 4(f) of this Schedule, and any
                    amendment thereto.
_____________________________________________________________________________________________________________________
Party A             A copy of any notice required pursuant to   Promptly upon the issuance    Yes
                    the Revolving Credit Agreement in           thereof.
                    connection with any event of default
                    thereunder or any event that, with the
                    giving of notice, lapse of time or both,
                    would become an event of default
                    thereunder.
</TABLE>




                                       21
<PAGE>


                                     Part 4
                                  Miscellaneous

(a)  Addresses for Notices. For the purpose of Section 12(a) of this Agreement:

     Address for notices or communications to Party A:

     Address: Robert Mondavi Corporation
              901 Kaiser Road
              Napa, CA  94558

              Attention:       Mr. Robert Philipps
                               Vice-President, Treasury and Investor Relations
              Email:           bob.philipps@robertmondavi.com
              Telephone:       707.251.4853

     Addresses for notices or communications to Party B:

     With respect to Transactions, excluding FX Transactions and Currency
     Options:

     Address: Harris Trust and Savings Bank
              c/o Bank of Montreal
              130 Adelaide Street West
              Suite 500
              Toronto, Ontario  M5H 4E1  Canada

              Attention:       Manager, Confirmations
              Facsimile:       (416) 867-4778/6827
              Telephone:       (416) 867-7173
              Swift ID NO.:    BOFMCAM3

     With respect to FX Transactions and Currency Options:

     Address: Harris Trust and Savings Bank
              c/o Bank of Montreal
              FX/MM Operations
              129 St. Jacques St. W.
              11th Floor, H.O.
              Montreal, Quebec,  H2Y 1L6  Canada

              Attention:       Manager, FX Operations
              Facsimile:       (514) 877-2223
              Telephone:       (514) 877-2203/9186
              Swift ID NO:     BOFMCAM3



                                       22
<PAGE>


     Any notice sent to Party B in connection with Sections 5, 6 or 9(b) shall
     be sent to the following address:

     Address: Harris Trust and Savings Bank
              Global Financial Products
              115 South LaSalle Street
              19th Floor West
              Chicago, Illinois  60603

              Attention:       Managing Director, Derivative Sales
              Telephone:       (312) 845-4010

(b)  Process Agent. For purposes of Section 13(c) of this Agreement:

     Party A appoints as its Process Agent:

     Address: Robert Mondavi Corporation
              831 Latour Court
              Napa, CA  94558

              Attention:       William J. Peterson, Esq.

     Party B appoints as its Process Agent: Not Applicable

(c)  Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)  Multibranch Party. For the purpose of Section 10(c) of this Agreement:

     Party A is not a Multibranch Party.

     Party B is not a Multibranch Party and will transact through Harris Trust
     and Savings Bank, 115 South LaSalle Street, 19th Floor West, Chicago,
     Illinois 60603.

(e)  Calculation Agent. The Calculation Agent is Party B, unless otherwise
     specified in a Confirmation in relation to the relevant Transaction.

(f)  Credit Support Document.

     With respect to Party A, the Revolving Credit Agreement and any related
     security documents.

     With respect to Party B: Not applicable.



                                       23
<PAGE>

(g)  Credit Support Provider:

     With respect to Party A, R.M.E., Inc.

     With respect to Party B: Not applicable.

(h)  Governing Law. This Agreement will be governed by and construed in
     accordance with the laws of the State of New York (without reference to
     choice of law doctrine).

(i)  Netting of Payments. Section 2(c) shall apply to all Transactions except FX
     Transactions and Currency Option Transactions; Part 6 of this Schedule
     addresses the payment netting for such Transactions. Subparagraph (ii) of
     Section 2(c) of this Agreement (x) will not apply to any Transactions
     identified as or otherwise deemed Commodity Transactions, and (y) will
     apply to all other Transactions, except as set forth above.

(j)  "Affiliate" will have the meaning specified in Section 14 of this
     Agreement.


                                     Part 5
                                Other Provisions

(a)  2000 ISDA Definitions. The provisions of the 2000 ISDA Definitions (the
     "Definitions"), published by the International Swaps and Derivatives
     Association, Inc., are incorporated by reference in, and will be deemed to
     be part of, this Agreement and each Confirmation as if set forth in full in
     this Agreement or in such Confirmation, without regard to any revision or
     subsequent edition thereof. In the event of any inconsistency between the
     provisions of this Agreement and the Definitions, this Agreement will
     prevail. In the event of any inconsistency between the provisions of any
     Confirmation and this Agreement or the Definitions, such Confirmation will
     prevail for the purpose of the relevant transaction.

(b)  Illegality or Force Majeure. As contemplated by Section 6 of this
     Agreement, while neither party shall be obligated to violate any applicable
     law by reason of Section 6 or this Part 5(b), each party shall retain its
     right to payment pursuant to Section 6(e) if the other party does not
     perform because of Illegality or Force Majeure.

(c)  Set-off. Any amount (the "Early Termination Amount") payable to one party
     (the "Payee") by the other party (the "Payer") under Section 6(e), in
     circumstances where there is a Defaulting Party or one Affected Party in
     the case where a Termination Event under Section 5(b)(iv) or 5(b)(v) has
     occurred, will, at the option of the party ("X") other than the Defaulting
     Party or the Affected Party (and without prior notice to the Defaulting
     Party or the Affected Party), be reduced by its set-off against any
     amount(s) (the "Other Agreement Amount") payable (whether at such time or
     in the future or upon the occurrence of a contingency) by the Payee to the
     Payer (irrespective of the currency, place of payment or booking office of
     the obligation) under any other agreement(s) between the Payee and the
     Payer or instrument(s) or undertaking(s) issued or executed by one party
     to, or in favour of, the other party (and the Other Agreement Amount will
     be discharged promptly and in all respects to the extent it is so set-off).
     X will give notice to the other party of any set-off effected under this
     Section.



                                       24
<PAGE>

     For this purpose, either the Early Termination Amount or the Other
     Agreement Amount (or the relevant portion of such amounts) may be converted
     by X into the currency in which the other is denominated at the rate of
     exchange at which such party would be able, acting in a reasonable manner
     and in good faith, to purchase the relevant amount of such currency.

     If an obligation is unascertained, X may in good faith estimate that
     obligation and set-off in respect of the estimate, subject to the relevant
     party accounting to the other when the obligation is ascertained.

     Nothing in this Section shall be effective to create a charge or other
     security interest. This Section shall be without prejudice and in addition
     to any right of set-off, combination of accounts, lien or other right to
     which any party is at any time otherwise entitled (whether by operation of
     law, contract or otherwise).

(d)  Conditions to Certain Payments. Notwithstanding the provision of Section
     6(e)(i)(3) and (4), as applicable, if the amount referred to therein is a
     positive number, the Defaulting Party will pay such amount to the
     Non-defaulting Party, and if the amount referred to therein is a negative
     number, except to the extent set out below, the Non-defaulting Party shall
     have no obligation to pay any amount thereunder to the Defaulting Party
     unless and until the conditions set forth in (i) and (ii) below have been
     satisfied, at which time there shall arise an obligation of the
     Non-defaulting Party to pay to the Defaulting Party an amount equal to the
     absolute value of such negative number less any and all amounts which the
     Defaulting Party may be obligated to pay under Section 11 (the "Conditional
     Payment Amount"):

     (i)  the Non-defaulting Party shall have received confirmation satisfactory
          to it in its sole discretion (which may include an unqualified opinion
          of its counsel) that (x) no further payments or deliveries under
          Section 2(a)(i) or 2(e) in respect of Terminated Transactions will be
          required to be made in accordance with Section 6(c)(ii) and (y) each
          Specified Transaction shall have terminated pursuant to its specified
          termination date or through the exercise by a party of a right to
          terminate and all obligations owing under each such Specified
          Transaction shall have been fully and finally performed;

     (ii) all obligations (contingent or absolute, matured or unmatured) of the
          Defaulting Party and any Affiliate of the Defaulting Party to make any
          payment or delivery to the Non-defaulting Party or any Affiliate of
          the Non-defaulting Party shall have been fully and finally performed;



                                       25
<PAGE>

     provided that if the Conditional Payment Amount exceeds the aggregate
     amount of the obligations owing to the Non-defaulting Party and Affiliates
     of the Non-defaulting Party by the Defaulting Party and Affiliates of the
     Defaulting Party (including without limitation all obligations owing under
     each Specified Transactions), the Non-defaulting Party shall pay the amount
     of the excess to the Defaulting Party.

(e)  Relationship between the Parties. Each party will be deemed to represent to
     the other party on the date on which it enters into a Transaction that
     (absent a written agreement between the parties that expressly imposes
     affirmative obligations to the contrary for that Transaction):

     (i)  Non-Reliance. It is acting for its own account, and it has made its
          own independent decision to enter into that Transaction and as to
          whether that Transaction is appropriate or proper for it based upon
          its own judgment and upon advice from such advisors as it has deemed
          necessary. It is not relying on any communication (written or oral) of
          the other Party as investment advice or as a recommendation to enter
          into that Transaction; it being understood that information and
          explanations related to the terms and conditions of a Transaction
          shall not be considered investment advice or a recommendation to enter
          into that Transaction. No communication (written or oral) received
          from the other party shall be deemed to be an assurance or guarantee
          as to the expected results of that Transaction.

     (ii) Assessment and Understanding. It is capable of assessing the merits of
          and understanding (on its own behalf or through independent
          professional advice), and understands and accepts the terms,
          conditions and risks of that Transaction. It is also capable of
          assuming, and assumes, the risks of that Transaction.

    (iii) Status of Parties. The other party is not acting as a fiduciary for
          or an advisor to it in respect of that Transaction.

(f)  Bankruptcy Code. The parties hereto intend that this Agreement shall be a
     "master agreement" for purposes of 11 U.S.C. ss.101(53B) and 12U.S.C.
     ss.1821(e)(8)(D)(vii), or any successor provisions.

(g)  Commodity Exchange Act. Each party represents to the other party on and as
     of the date hereof and on each date on which a Transaction is entered into
     among them that:

     (i)  such party is an "eligible contract participant" as defined in the
          U.S. Commodity Exchange Act, as amended (the "CEA");

     (ii) neither this Agreement nor any Transaction has been executed or traded
          on a "trading facility" as such term is defined in the CEA; and

    (iii) the terms of this Agreement and each Transaction have been subject to
          individual negotiation.



                                       26
<PAGE>

(h)  Escrow. If by reason of the time difference between the cities in which
     payments are to be made or otherwise, it is not possible for simultaneous
     payments to be made on any date on which both parties are required to make
     payments hereunder, either party may at its option and in its sole
     discretion notify the other party that payments on that date are to be made
     in escrow. In this case deposit of the payment due earlier on that date
     shall be made by 2:00 p.m. (local time at the place for the earlier
     payment) on that date with an escrow agent selected by the party giving the
     notice and reasonably acceptable to the other party, accompanied by
     irrevocable payment instructions (a) to release the deposited payment to
     the intended recipient upon receipt by the escrow agent of the required
     deposit of the corresponding payment from the other party on the same date
     accompanied by irrevocable payment instructions to the same effect or (b)
     if the required deposit of the corresponding payment is not made on that
     same date, to return the payment deposited to the party that paid it into
     escrow. The party that elects to have payments made in escrow shall pay the
     costs of the escrow arrangements and shall cause those arrangements to
     provide that the intended recipient of the payment due to be deposited
     first shall be entitled to interest on that deposited payment for each day
     in the period of its deposit at the rate offered by the escrow agent for
     that day for overnight deposits in the relevant currency in the office
     where it holds that deposited payment (at 11:00 a.m. local time on that
     day) if that payment is not released by 5:00 p.m. local time on the date it
     is deposited for any reason other than the intended recipient's failure to
     make the escrow deposit it is required to make hereunder in a timely
     fashion.

(i)  WAIVER OF JURY TRIAL: EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
     APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
     SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY CREDIT SUPPORT
     DOCUMENT OR ANY TRANSACTION. EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER
     PARTY HAVE ENTERED INTO THIS AGREEMENT AND ANY CREDIT SUPPORT DOCUMENT, AS
     APPLICABLE, IN RELIANCE ON, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS
     SECTION.

(j)  Telephone Recording. Each party (i) consents to the recording of telephone
     conversations of trading and marketing personnel of the parties in
     connection with this Agreement or any potential or actual Transaction
     hereunder; (ii) agrees to obtain any necessary consent of and give notice
     of such recording to its trading and marketing personnel; and (iii) agrees
     that such recordings may be submitted in evidence in any proceeding
     relating to this Agreement, subject to applicable rules of discovery and
     evidence.

(k)  Pari Passu. Party A hereby covenants that if, at any time during the
     currency of this Agreement, Party A secures any loan, debt, guarantee or
     other obligation, now or hereafter existing (including, without limitation,
     any obligation pursuant to the Revolving Credit Agreement or any Derivative
     Transaction, an "Obligation") by any mortgage, lien, pledge or other charge
     upon any of its present or future assets or revenues (a "Lien"), it shall
     immediately take the necessary steps to ensure that its obligations under
     this Agreement shall share in and be secured by such Lien equally and
     rateably with such other Obligation and that in the creation of such Lien
     express provision shall be made to such effect.



                                       27
<PAGE>

(l)  Right to Terminate. Either party may, provided that no Event of Default or
     Potential Event of Default exists with respect to that party, elect to
     terminate any Transaction under this Agreement on the third (3rd)
     anniversary of the Effective Date of such Transaction or every three (3)
     years thereafter, (the "Optional Termination Date"), by providing at least
     five (5) days' prior notice to the other party (the "Other Party"). Notice
     may be provided by telephone but is to be followed up with a written notice
     to be received by the Other Party prior to the Optional Termination Date.
     In the event a party, (the "Terminating Party") elects to terminate a
     Transaction pursuant to the foregoing, Party B shall at or prior to 2:00
     p.m. Toronto time on the Optional Termination Date, determine the amount
     payable in respect of the terminated Transaction (the "Market Value") by
     making the calculations required by Section 6(e)(i) of the Agreement as if
     the Optional Termination Date were an Early Termination Date designated as
     a result of the occurrence of an Event of Default with respect to the
     Terminating Party and the parties had specified Loss and the Second Method
     for that purpose. The Market Value will be paid by the relevant party on
     the second Business Day following the Optional Termination Date.

     If there is a dispute between the parties as to the calculation of the
     Market Value,

     (a)  the parties will consult with each other in an attempt to resolve the
          dispute; and

     (b)  if the parties fail to resolve the dispute prior to 3:00 p.m. Toronto
          time on the Optional Termination Date, then Party B shall recalculate
          the Market Value by making calculations required by Section 6(e)(i) of
          the Agreement as if the Optional Termination Date were an Early
          Termination Date designated as a result of the occurrence of an Event
          of Default with respect to the Terminating Party and the parties had
          specified Market Quotation and the Second Method for that purpose.

     Promptly following a resolution pursuant to this paragraph, the Market
     Value will be paid by the relevant party on the second Business Day
     following the Optional Termination Date.

     Upon payment of such sum as provided herein, the obligations of both
     parties with respect to this Transaction shall be discharged in full.

(m)  Additional Definitions. The following definition shall be added to Section
     14 in its appropriate alphabetical place:

     "Derivative Transaction" means (a) any transaction which is a rate swap
     transaction, basis swap, forward rate transaction, commodity swap,
     commodity option, equity or equity index swap, equity or equity index
     option, bond option, interest rate option, foreign exchange transaction,
     cap transaction, floor transaction, collar transaction, currency swap
     transaction, cross-currency rate swap transaction, currency option or any
     other similar transaction (including any option with respect to any of
     these transactions) and (b) any combination of these transactions.


                                       28
<PAGE>

     "Force Majeure" is a natural or man-made disaster, armed conflict, riot,
     civil disturbance, or similar event that materially disrupts transportation
     or communication facilities in the relevant city where the party is to make
     payment, or otherwise prevents the personnel of the party from performing
     their duties in connection with such payment, and is beyond the control of
     the party.

     "Revolving Credit Agreement" means the credit agreement dated as of
     December 14, 2001 between, among others, Party A and R.M.E., Inc., as
     Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line
     Lender and L/C Issuer, and various agents, managers and lenders from time
     to time party thereto, as amended by the amending agreement dated as of
     June 16, 2003.


                                     Part 6
      Additional Terms for FX Transactions and Currency Option Transactions

(a)  Standard Terms and Conditions Applicable to FX Transactions and Currency
     Option Transactions. Each FX Transaction or Currency Option Transaction
     outstanding at or entered into after the date hereof between the parties
     shall be governed by this Agreement irrespective of any references in a
     Confirmation to any other master agreements (e.g. IFEMA, ICOM, or any
     specified terms and conditions).

(b)  Incorporation of and Amendments to ISDA FX Definitions. The 1998 ISDA FX
     and Currency Option Definitions (the "FX and Currency Option Definitions"),
     published by the International Swaps and Derivatives Association, Inc., et.
     al., are hereby incorporated by reference with respect to any "FX
     Transactions" and "Currency Option Transactions" as defined by the FX and
     Currency Option Definitions, except as otherwise specifically provided
     herein or in a Confirmation.

(c)  Amendments to ISDA FX Definitions. The following amendments are hereby made
     to the FX and Currency Option Definitions:

     (i)  Section 2.1 of the FX and Currency Option Definitions is amended by
          the addition of the following definitions with respect to FX
          Transactions:

          "Currency Obligation" means the obligation of a party hereunder to
          deliver or take delivery of an amount of currency, whether pursuant to
          the terms of an FX Transaction or Currency Option Transaction or
          resulting from the netting of currency amounts due under FX
          Transactions and/or Currency Option Transactions.


                                       29
<PAGE>

          "Value Date" means, in respect of a Transaction, the Settlement Date.

     (ii) Section 3.6(a) of the FX and Currency Option Definitions is hereby
          amended by deleting in its entirety the final sentence thereof and
          adding the following two sentences at the end thereof: "A Currency
          Option Transaction may be exercised in whole or in part. If a Currency
          Option Transaction is exercised in part, the unexercised portion shall
          not be extinguished thereby but shall remain a Currency Option
          Transaction to the extent of such unexercised portion until the
          earlier of (A) the expiration of the Currency Option Transaction or
          (B) an exercise of the Currency Option Transaction that leaves no
          remaining unexercised portion thereof."

    (iii) The term "Deliverable" as applied to Currency Option Transactions is
          hereby modified by the following amendment:

          Section 1.7, "Deliverable", is modified by replacing the words "except
          as otherwise provided in Section 3.6 (c) and Article 5" with "except
          as otherwise provided in Section 3.6 (c), Section 3.7 (d) and Article
          5".

(d)  Section 3.7 is amended by adding the following subsection (d):

          "(d) Potential Event of Default. If an Event of Default or a Potential
          Event of Default has occurred and is continuing and an Early
          Termination Date has not been designated by the Non-defaulting Party,
          the Non-defaulting Party may, by written notice, specify that any or
          all Deliverable Currency Option Transactions being settled while such
          an Event of Default or Potential Event of Default is continuing shall
          be settled as Non-Deliverable Currency Option Transaction in
          accordance with Section 3.7(b) unless and until the Event of Default
          or Potential Event of Default is no longer continuing."

(e)  Article 3 of the FX and Currency Option Definitions is hereby amended by
     the addition of the following as a new Section 3.9:

          "Section 3.9 Terms Relating to Payment of Premium

          (a)  Unless otherwise agreed in writing by the parties, the Premium
               related to a Currency Option Transaction shall be paid on its
               Premium Payment Date in immediately available funds.


                                       30
<PAGE>

          (b)  If a Premium is not received on the Premium Payment Date, the
               Seller may elect: (i) to accept a late payment of such Premium;
               (ii) to give written notice of such non-payment and, if such
               payment shall not be received within three Local Business Days of
               such notice, treat the related Currency Option Transaction as
               void; or (iii) to give written notice of such non-payment and, if
               such payment shall not be received within three Local Business
               Days of such notice, treat such non-payment as an Event of
               Default under Section 5(a)(i). If the Seller elects to act under
               clause (i) of the preceding sentence, the Buyer shall pay
               interest on such Premium in the same currency as such Premium
               from the day such Premium was due until the day paid at the
               Default Rate, as determined in good faith by the Seller, if the
               Seller elects to act under clause (ii) of the preceding sentence,
               the Buyer shall pay all out-of-pocket costs and actual damages
               incurred in connection with such unpaid or late Premium or void
               Currency Option Transaction, including without limitation,
               interest on such Premium in the same currency as such Premium at
               the then prevailing market rate and any other costs or expenses
               incurred by the Seller in covering its obligations (including,
               without limitation, a delta hedge) with respect to such Currency
               Option Transaction."


          (f)  Confirmations. FX Transactions and Currency Option Transactions
               shall be promptly confirmed by the parties by Confirmations
               exchanged by mail, telex, facsimile or other electronic means.
               Unless either party objects to the terms of an FX Transaction or
               Currency Option Transaction contained in any Confirmation within
               three Local Business Days of receipt thereof, the terms of such
               Confirmation shall be deemed correct and accepted absent manifest
               error, unless a corrected Confirmation is sent by a party within
               such three day period, in which case the party receiving such
               corrected Confirmation shall have three Local Business Days after
               receipt thereof to object to the terms contained in such
               Confirmation. Where an FX Transaction or Currency Option
               Transaction is confirmed by means of mail or an electronic
               messaging system that the parties have elected to use to confirm
               such Transaction: (i) such confirmation will constitute a
               "Confirmation" as referred to in this Agreement even where not so
               specified in the confirmation, (ii) such Confirmation will
               supplement, form part of, and be subject to this Agreement and
               all provisions in this Agreement will govern the Confirmation,
               and (iii) the definitions and provisions contained in the FX and
               Currency Option Definitions and this Agreement will govern for
               the purposes of the relevant FX Transaction or Currency Option
               Transaction.

          (g)  Netting, Offset and Discharge with Respect to Currency Option
               Transactions. The following provisions shall apply to Currency
               Option Transactions:

               (i)  If, on any date, and unless otherwise mutually agreed by the
                    parties, a Premium would otherwise be payable hereunder in
                    the same currency between a pair of Offices of the parties,
                    then, on such date, each party's obligation to make payment
                    of any such Premium will be automatically satisfied and
                    discharged and, if the aggregate Premium(s) that would
                    otherwise have been payable by such Office of one party
                    exceeds the aggregate Premium(s) that would otherwise have
                    been payable by such Office of the other party, replaced by
                    an obligation upon the party by whom the larger aggregate
                    Premium(s) would have been payable to pay the other party
                    the excess of the larger aggregate Premium(s) over the
                    smaller aggregate Premiums(s).


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<PAGE>

               (ii) Unless otherwise agreed, any Call Option or any Put Option
                    written by a party will automatically be terminated and
                    discharged, in whole or in part, as applicable, against a
                    Call Option or a Put Option, respectively, written by the
                    other party, such termination and discharge to occur
                    automatically upon the payment in full of the last Premium
                    payable in respect of such Currency Option Transactions;
                    provided that such termination and discharge may only occur
                    in respect of Currency Option Transactions:

                    (1)  each being with respect to the same Put Currency and
                         the same Call Currency;

                    (2)  each having the same Expiration Date and Expiration
                         Time;

                    (3)  each being the same style, i.e. either both being
                         American Style Options or both being European Style
                         Options;

                    (4)  each having the same Strike Price;

                    (5)  neither of which shall have been exercised by delivery
                         of a Notice of Exercise;

                    (6)  which are entered into by the same Offices of the
                         parties; and

                    (7)  which are otherwise identical in all respects relevant
                         to termination and discharge;

          and upon the occurrence of such termination and discharge, neither
          party shall have any further obligation to the other party in respect
          of the relevant Currency Option Transactions or, as the case may be,
          parts thereof so terminated and discharged. In the case of a partial
          termination and discharge (i.e. where the Currency Option Transactions
          are for different amounts of the Currency Pair), the remaining portion
          of the Currency Option Transaction which is partially discharged and
          terminated shall continue to be a Currency Option Transaction for all
          purposes of this Agreement.

     (h)  Netting, Discharge and Termination of FX Transactions. Notwithstanding
          Part 4(i) herein, if on any Value Date, and unless otherwise agreed,
          Currency Obligations for the delivery of the same currency shall exist
          between a pair of Offices of the parties, then on such Value Date,
          each party's Currency Obligation will be automatically satisfied and
          discharged, if the aggregate amount that should otherwise have been
          delivered by such Office of one party exceeds the aggregate amount
          that would otherwise have been delivered by such Office of the other
          party, and replaced by a Currency Obligation upon the party by whom
          the larger aggregate amount would have been deliverable to deliver to
          the other party the excess of the larger aggregate amount over the
          smaller aggregate amount.


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<PAGE>

                                     Part 7
             Additional Terms for Commodity Derivative Transactions

     (a)  Commodity Definitions. This Agreement, each Transaction which is a
          commodity swap, commodity option, commodity swaption or commodity cap,
          collar or floor (each a "Commodity Transaction") and each Confirmation
          with respect to a Commodity Transaction are subject to, in addition to
          the Definitions, the 1993 Commodity Derivatives Definitions, as
          published by ISDA (the "Commodity Definitions"), and each Commodity
          Transaction and each Confirmation with respect thereto shall, in
          addition to the Definitions, be governed in all respects by the
          provisions set forth in the Commodity Definitions; but in the event of
          any inconsistency or conflict between the Commodity Definitions and
          the Definitions, the Commodity Definitions shall prevail with respect
          to all Commodity Transactions. The provisions of the Commodity
          Definitions are incorporated by reference in, and made part of, this
          Agreement and each Confirmation with respect to a Commodity
          Transaction as if set forth in full in this Agreement and each such
          Confirmation. In the event of any inconsistency between the provisions
          of this Agreement and the Commodity Definitions, this Agreement will
          prevail. In the event of any inconsistency between the provisions of
          any Confirmation with respect to a Commodity Transaction and the
          Agreement or the Commodity Definitions, such Confirmation shall
          prevail for the purpose of the relevant Commodity Transaction.

     (b)  Disruption Fallbacks. The following "Disruption Fallbacks" specified
          in Section 7.5(c) of the Commodity Definitions shall apply, in the
          following order, except as otherwise specifically provided in the
          Confirmation:

          (i)  Postponement, provided that the Maximum Days of Disruption shall
               be three (3) Commodity Business Days;

          (ii) Negotiated Fallback; and

          (iv) No Fault Termination.

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<PAGE>

IN WITNESS WHEREOF, this Agreement is entered into by the parties hereto as of
the date first written above.

THE ROBERT MONDAVI CORPORATION      HARRIS TRUST AND SAVINGS BANK


By:      _________________________________       By:  __________________________
Name:    Robert Philipps                         Name:
Title:   VP, Treasury & Investor Relations       Title:

















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<PAGE>

                                                                       Exhibit I

                      Letterhead of Counterparty's Counsel

                                                     Date


Harris Trust and Savings Bank
115 South LaSalle Street
Chicago, Illinois  60603

Dear Sirs:

     This opinion is furnished to you in connection with the ISDA Master
Agreement dated as of December 23, 2003 (the "Agreement") and the Confirmation
dated as of December 23, 2003 between The Robert Mondavi Corporation (the
"Counterparty") and Harris Trust and Savings Bank (the "Bank"). Terms defined in
the Agreement and used but not defined herein have the meanings given to them in
the Agreement.

     We have acted as counsel to the Counterparty in connection with the
execution and delivery of the Agreement. We have examined the Agreement, the
Counterparty's constating documents and such other documents as we have deemed
necessary or appropriate for purposes of the opinions expressed herein. We have
also made such investigations and considered such questions of law as we have
considered necessary for the purpose of rendering this opinion. In such
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as copies, certified or otherwise.

     We express no opinion with respect to the laws of any jurisdiction other
than the laws of [jurisdiction of organization/incorporation] and the laws of
[federal jurisdiction] applicable therein.

     Based on the foregoing we are of the opinion that:

     1.   The Counterparty has been duly [organized/incorporated] and is validly
          existing and in good standing under the laws of [jurisdiction of
          organization/incorporation].

     2.   The execution and delivery of the Agreement and each Confirmation
          entered into by the parties on or prior to the date hereof and the
          performance by the Counterparty of its obligations thereunder have
          been duly authorized by the Counterparty, are within the corporate
          power of the Counterparty and do not conflict with, or result in a
          breach of, (i) the constating documents of the Counterparty, (ii) any
          law or regulation, or (iii) any agreement, decree, order, judgment,
          injunction or other instrument binding on or affecting the
          Counterparty.


                                       35
<PAGE>

     3.   The Agreement and each Confirmation entered into by the parties on or
          prior to the date hereof [has/have] been duly authorized, executed and
          delivered by the Counterparty to the Bank.

     4.   No action by, notice to or filing with, or consent, authorization or
          approval of, any governmental authority or regulatory body is required
          in connection with the Counterparty's execution, delivery and
          performance of the Agreement or any Confirmation entered into by the
          parties on or prior to the date hereof.

     5.   The governing law clause, subjecting the Agreement to the laws of the
          State of New York, is valid under the laws of [jurisdiction of
          organization/incorporation]. Under the laws of [jurisdiction of
          organization/incorporation], the laws of the State of New York will be
          applied to the Agreement, provided that such choice of law is bona
          fide and provided that such choice of law is not contrary to public
          policy, as that term is understood under the laws of [jurisdiction of
          organization/incorporation]. To the best of our knowledge, having made
          due inquiry, the public policy of [jurisdiction of
          organization/incorporation] would not be breached by application of
          the chosen law.

     6.   A final and conclusive judgment for sum certain in personam and
          rendered by a court of competent jurisdiction in the State of New York
          with respect to the obligations of the Counterparty under the
          Agreement would be recognized and enforceable by the [jurisdiction of
          organization/incorporation] courts.

     7.   Assuming that the Agreement is legal, valid, binding and enforceable
          under the laws of the State of New York, the Agreement and each
          Transaction evidenced by a Confirmation outstanding as of the date of
          execution of the Master Agreement constitutes a legal, valid and
          binding obligation of the Counterparty enforceable in accordance with
          its terms, subject to applicable bankruptcy, insolvency,
          reorganization, moratorium, and other similar laws and equitable
          principles of general application affecting the rights of creditors or
          limiting the availability of specific performance, injunctive relief
          or any other equitable remedy.

     This opinion is provided solely for your benefit and is not to be relied
upon for any purpose other than in respect of the Agreement or by any other
person.

                                                              Yours very truly,


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