exv10w2



 






Exhibit 10.2




ANNEX A




SUPPLEMENTAL CONFIRMATION




	 	 	 
	To:

	 	Del Monte Foods Company

One Market @ The Landmark

San Francisco, CA 94105
	 
	 	 
	From:

	 	Goldman Sachs International
	 
	 	 
	Subject:

	 	Collared Accelerated Share Repurchase Transaction —
Execution
Pricing
	 
	 	 
	Ref. No:

	 	[Insert Reference No.]
	 
	 	 
	Date:

	 	December 19, 2005






 





     The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman Sachs International. (“GSI”) and Del Monte Foods Company
(“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This
Supplemental Confirmation is a binding contract between GSI and Counterparty as of the relevant
Trade Date for the Transaction referenced below. GSI is acting as principal in this Transaction
and Goldman, Sachs & Co., its affiliate, is acting as agent for GSI and Counterparty in this
Transaction. GSI is not a member of the Securities Investor Protection Corporation. The final
terms of the Transaction shall be sent to Counterparty by GSI substantially in the form of a Trade
Notification attached hereto as Schedule A.



     The definitions and provisions contained in the Master Confirmation specified below are
incorporated into this Supplemental Confirmation. In the event of any inconsistency between those
definitions and provisions and this Supplemental Confirmation, this Supplemental Confirmation will
govern.


1.     This Supplemental Confirmation supplements, forms part of, and is subject to the Master
Confirmation dated as of June 29, 2005 (the “Master Confirmation”) between the Contracting Parties,
as amended and supplemented from time to time. All provisions contained in the Master Confirmation
govern this Supplemental Confirmation except as expressly modified below.



2.     The terms of the Transaction to which this Supplemental Confirmation relates are as follows:




	 	 	 
	Trade Date:

	 	As specified in the Trade
Notification. In a related
transaction Counterparty agreed to
purchase a number of Shares in excess
of the Number of Shares from GSI on
the Trade Date at the Forward Price
per Share.
	 
	 	 
	Capped Settlement Amount:

	 	The product of (a) the difference
between $12.354 and the Hedge Period
Market Price multiplied by (b) the
Number of Shares multiplied by (c) the
Applicable Percentage.
	 
	 	 
	Floor Settlement Amount:

	 	As specified in the Trade
Notification, subject to concurrence
by Counterparty.
	 
	 	 
	Hedge Completion Date:

	 	The Scheduled Trading Day on which GSI
finishes establishing its Hedge
Positions, as determined by GSI in its
sole discretion.
	 
	 	 
	Forward Price:

	 	USD $10.42 per Share






 









 






	 	 	 
	Hedge Period Market Price

	 	The New York 10b-18 Volume Weighted
Average Price per share of the Shares
over the Hedge Period (without regard
to pre-open or after hours trading
outside of regular trading sessions),
as published by Bloomberg.
	 
	 	 
	Hedge Forward Differential:

	 	The product of (a) the difference
between the Hedge Period Market Price
minus the Forward Price multiplied by
the product of (b) the Number of
Shares multiplied by (c) the
Applicable Percentage.
	 
	 	 
	Hedge Forward Cash Settlement Amount:

	 	The product of (a) the difference
between the Settlement Price minus the
Hedge Period Market Price multiplied
by (b) the Number of Shares.
	 
	 	 
	Hedge Period:

	 	The number of Scheduled Trading Days
from and including December 20, 2005
to and including the Scheduled Trading
Day upon which GSI fully establishes
its Hedge Positions.
	 
	 	 
	Initial Payment Amount:

	 	An amount in USD equal to the product
of (a) 0% of the Hedge Period Market
Price multiplied by (b) the Number of
Shares multiplied by (c) the
Applicable Percentage, payable by
Counterparty to GSI by 10:00 a.m. New
York time on the Scheduled Trading Day
immediately following the Hedge
Completion Date.
	 
	 	 
	Valuation Date:

	 	As specified in the Trade Notification.
	 
	 	 
	Number of Shares:

	 	8,010,046 Shares
	 
	 	 
	Applicable Percentage:

	 	46.81% 
	 
	 	 
	Reserved Shares:

	 	25,000,000 Shares
	 
	 	 
	Termination Price:

	 	$7.00 per Share
	 
	 	 
	Counterparty Additional Payment Amount:

	 	$624,088.20 






          3.     Counterparty represents and warrants to GSI that it has disclosed to GSI any and all
purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act made during
the four full calendar weeks immediately preceding the Trade Date by Counterparty or any
“affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act.




          4.      The Contracting Parties agree that, unless such Contracting Parties otherwise agree in
writing, and only with respect to an Additional Termination Event under Section 7(d) of the Master
Confirmation, the word “may” in the eleventh line of Section 6(b)(iv) of the Agreement shall be
deleted and replaced with “may within a period of time not to exceed 20 days following the notice
provided pursuant to Section 6(b)(i) hereof”.




          5.      The Contracting Parties agree that, with respect to this Transaction, the following will be
added after the words “Capped Settlement Amount” in the fifth line of the definition of Collared
Forward Cash Settlement Amount in the Master Confirmation “, provided that in the event that the
Floor Settlement Amount exceeds this amount, then the Floor Settlement Amount shall be the Collared
Forward Cash Settlement Amount”.





 









 








          Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified
and (b) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the
terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually
signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms
and providing the other information requested herein and immediately returning an executed copy to
Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.




	 	 	 	 	 
	 	Yours sincerely,

GOLDMAN SACHS INTERNATIONAL

 	 
	 	By:  	/s/ Sharon Seibold                                        
  	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Agreed and Accepted

By: DEL MONTE FOODS COMPANY




By: /s/ Thomas E. Gibbons                                        

     Name: Thomas E. Gibbons

     Title: Senior Vice President





 









 








SCHEDULE A




TRADE NOTIFICATION




	 	 	 
	To:

	 	Del Monte Foods Company

One Market @ The Landmark

San Francisco, CA 94105
	 
	 	 
	From:

	 	Goldman Sachs International
	 
	 	 
	Subject:

	 	Collared Accelerated Share Repurchase Transaction-Execution Pricing
	 
	 	 
	Ref. No:

	 	[Insert Reference No.]
	 
	 	 
	Date:

	 	[Insert Date]






 





          The purpose of this Trade Notification is to notify you of certain terms in the Transaction
entered into between Goldman Sachs International (“GSI”) and Del Monte Foods Company
(“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. GSI is
acting as principal in this Transaction and Goldman, Sachs & Co., its affiliate, is acting as agent
for GSI and Counterparty in this Transaction. GSI is not a member of the Securities Investor
Protection Corporation.




          The definitions and provisions contained in the Supplemental Confirmation specified below are
incorporated into this Trade Notification. In the event of any inconsistency between those
definitions and provisions and this Trade Notification, this Trade Notification will govern.




          This Trade Notification supplements, forms part of, and is subject to the Supplemental
Confirmation dated as of June 29, 2005 (the “Supplemental Confirmation”) between the Contracting
Parties, as amended and supplemented from time to time. All provisions contained in the
Supplemental Confirmation govern this Trade Notification.




          The Supplemental Confirmation specified a method or formula for determining the amounts, dates
or numbers below. The actual amounts, dates or numbers are as follows:




	 	 	 
	Trade Date:

	 	[June 29, 2005]
	 
	 	 
	Hedge Completion Date:

	 	[               ]
	 
	 	 
	Capped Settlement Amount:

	 	USD $[               ]
	 
	 	 
	Floor Settlement Amount:

	 	USD $[               ]
	 
	 	 
	Hedge Forward Differential:

	 	USD $[               ]
	 
	 	 
	Hedge Forward Cash Settlement Amount:

	 	USD $[               ]
	 
	 	 
	Initial Payment Amount:

	 	USD $[               ]
	 
	 	 
	Counterparty Additional Payment Amount:

	 	USD $[               ]
	 
	 	 
	Valuation Date:

	 	October 25, 2006






 









 






	 	 	 	 	 
	 	Yours sincerely,

GOLDMAN SACHS INTERNATIONAL



 


 	 
	 	By:  	 	 
	 	 	Authorized Signatory