TABLE OF CONTENTS

								Page
ARTICLE I DEFINED TERMS									1
			1.1			Definitions.			1
			1.2			Terms Defined Elsewhere.			7
			1.3			Interpretation.			9
ARTICLE II PURCHASE AND SALE OF ASSETS									10
			2.1			Purchase and Sale of Acquired Assets.			10
			2.2			Acquired Assets.			10
			2.3			Excluded Assets.			12
			2.4			Assumed Liabilities and Excluded Liabilities.			13
			2.5			Purchase Price.			16
			2.6			Adjustments to Purchase Price.			16
			2.7			Allocation.			19
			2.8			Dividable Contracts.			19
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY									21
			3.1			Corporate Status and Authority.			21
			3.2			Agreement Not in Breach of Other Instruments Affecting the Company.			22
			3.3			Title to Tangible Assets; Sufficiency of Assets.			22
			3.4			Owned Real Property.			22
			3.5			Leased Real Property.			23
			3.6			Intellectual Property.			23
			3.7			Actions and Proceedings.			23
			3.8			Material Contracts.			24
			3.9			Compliance with Applicable Laws.			25
			3.10			Environmental Matters.			26
			3.11			Taxes.			27
			3.12			Brokers.			28
			3.13			Financial Information.			28
			3.14			Labor Matters.			28
			3.15			Employee Benefit Plans; ERISA.			29
			3.16			Suppliers and Customers.			30
			3.17			Government Approvals.			30
			3.18			Inventories.			30
			3.19			Labor Problems and Raw Materials.			31
			3.20			Absence of Changes.			31
			3.21			Undisclosed Liabilities.			31
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER									32
			4.1			Corporate Status and Authority.			32

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			4.2			Agreement Not in Breach of Other Instruments Affecting the Buyer.			32
			4.3			Financial Capability.			32
			4.4			Compliance with Applicable Law; Actions and Proceedings.			33
			4.5			Compliance with Confidentiality Agreement.			33
			4.6			Brokers.			33
			4.7			Government Approvals.			33
ARTICLE V CERTAIN COVENANTS									33
			5.1			Certain Understandings; Access to Information.			33
			5.2			Preservation of Books and Records.			36
			5.3			Conduct of Business.			36
			5.4			Environmental Notification.			37
			5.5			Transition Services.			38
			5.6			Co-Pack Agreements.			38
			5.7			Mendota Agreements.			38
			5.8			Intellectual Property Agreements.			38
			5.9			Parking Sublease.			38
			5.10			Facilities License.			39
			5.11			R&D Facility Agreements.			39
			5.12			Energy Supply Agreement.			39
			5.13			Employee Services Agreement.			39
			5.14			Regulatory and Other Authorizations.			39
			5.15			Consents.			40
			5.16			No Other Representations or Warranties; Disclaimer Regarding Estimates and Projections.			40
			5.17			Real Estate Matters.			41
			5.18			Employees and Employee Benefit Plans.			42
			5.19			Taxes.			49
			5.20			Recalls.			50
			5.21			Use of Certain Names.			50
			5.22			Use of Certain UPC Codes.			51
			5.23			Returns.			51
			5.24			Rebates under Supply Agreements.			51
			5.25			Reimbursement.			51
			5.26			Confidentiality.			52
			5.27			Update Information.			52
			5.28			Noncompetition, Nonsolicitation and Noninterference.			52
			5.29			Forwarding of Collected Payments.			53
			5.30			Exclusivity.			53
			5.31			Union Matters.			54
			5.32			Regulation S-X Compliant Financial Statements.			54
			5.33			Liens and Encumbrances.			55
			5.34			Cooperation; Further Assurances.			55
			5.35			Planning Materials.			55
			5.36			Credit Agreement.			55
			5.37			Insurance Proceeds.			55

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			5.38			Customer Deductions.			56
			5.39			Microwaveable Bowls.			56
ARTICLE VI CONDITIONS PRECEDENT TO CLOSING									56
			6.1			Conditions to Obligations of the Buyer.			56
			6.2			Conditions to Obligations of the Company.			58
ARTICLE VII CLOSING									59
			7.1			Closing Date.			59
			7.2			Deliveries by the Company at Closing.			59
			7.3			Deliveries by the Buyer at Closing.			60
ARTICLE VIII INDEMNIFICATION									60
			8.1			Survival of Representations and Warranties.			60
			8.2			Indemnification Generally.			61
			8.3			Limitations of Damages.			63
			8.4			Exclusive Remedy.			64
			8.5			Tax Treatment.			64
ARTICLE IX TERMINATION									64
			9.1			Termination.			64
			9.2			Event of Termination.			65
ARTICLE X MISCELLANEOUS									65
			10.1			Public Announcement.			65
			10.2			Payment of Costs and Expenses.			65
			10.3			Succession and Assignment.			66
			10.4			Entire Agreement.			66
			10.5			Severability; Enforceability.			66
			10.6			Bulk Sales Laws.			66
			10.7			Counterparts.			66
			10.8			Notices.			66
			10.9			Waivers.			68
			10.10			Third Parties.			68
			10.11			Rules of Construction.			68
			10.12			Governing Law; Consent to Jurisdiction.			68
			10.13			STATUTORY COAL NOTICE.			68
			10.14			WAIVER OF JURY TRIAL.			68
			10.15			Specific Performance.			69

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EXHIBITS

Exhibit A		Form Working Capital Statement
Exhibit B		Transition Services Agreement
Exhibit C		College Inn Co-Pack Agreement
Exhibit D		Terminal Island Co-Pack Agreement
Exhibit E		Mendota Co-Occupancy Agreement
Exhibit F		Mendota Lease Agreement
Exhibit G		Mendota Sublease Agreement
Exhibit H		Trademark License Agreement
Exhibit I		Shared IP Agreements
Exhibit J		Trademark Assignment Agreement
Exhibit K		Intellectual Property Assignment
Exhibit L		Domain Name Transfer Agreement
Exhibit M		Parking Sublease
Exhibit N		Facilities License
Exhibit O		R&D Lease & Facility Sharing Agreement
Exhibit P		R&D Equipment Room Lease
Exhibit Q		Energy Supply Agreement
Exhibit R		Pittsburgh Facility Subdivision
Exhibit S		Easement Agreement
Exhibit T		Del Monte Industrial Use Covenant
Exhibit U		Employee Services Agreement

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ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (the Agreement), made as of the 1^st day of March, 2006, by and between TreeHouse Foods, Inc., a Delaware corporation (the Buyer), and Del Monte Corporation, a Delaware corporation (the Company).

WITNESSETH:

     WHEREAS, the Company is engaged in, among other businesses, the business of manufacturing, marketing, selling and distributing (1) private label soup, such business referred to by the Company as Del Monte Corporate Brands (DCB), (2) infant feeding products under the brand name Natures Goodness (Natures Goodness), and (3) the food service soup business conducted pursuant to the Amended and Restated Contract Packaging Agreement for Pittsburgh, dated May 1, 2004, between Del Monte Corporation and H.J. Heinz Company, L.P. (FSS, and together with DCB and Natures Goodness, the Business); and

     WHEREAS, the Company desires to sell, transfer and assign to the Buyer, and the Buyer desires to purchase from the Company, all of the Companys right, title and interest in and to substantially all of the assets of the Business, as specifically provided herein; and

     WHEREAS, in connection therewith, the Buyer has agreed to assume substantially all of the liabilities of the Company relating to the Business as specifically provided herein;

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINED TERMS

     1.1 Definitions. The following terms used in this Agreement shall have the meanings indicated below:

     Affiliate shall mean, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.

     Applicable Law means, with respect to any Person, any domestic or foreign, federal, state or local statute, law, ordinance, policy, guidance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement, of any Governmental Entity applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officers, directors, employees, consultants or agents activities on behalf of such Person or any of its Affiliates).

     Assumed Real Estate Taxes shall mean real property Taxes related to the Owned Real Property to the extent such Taxes are not due and payable as of the Closing Date and have been reserved for as a current liability in the calculation of the Closing Working Capital.

     Benefit Plans shall mean any employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (ERISA)), welfare benefit plans (including post retirement medical and life insurance) (as defined in Section 3(1) of ERISA), bonus, stock purchase, stock ownership, stock option (or other equity-based), deferred compensation, incentive, severance, change in control, termination or other compensation plan or arrangement, and other material employee fringe benefit plans whether or not subject to ERISA or oral (i) presently sponsored, maintained, contributed to, or required to be contributed to, by the Company or ERISA Affiliates in connection with the Business and (ii) in which any Business Employee is a participant.

     Business Day shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

     Business Intellectual Property Rights Under the Heinz IP Agreements shall mean all rights to any intellectual property related to the Business under the Heinz IP Agreements.

     Code shall mean the Internal Revenue Code of 1986, as amended.

     Collateral Agreements shall mean the Transition Services Agreement, the Co-Pack Agreements, the Mendota Co-Occupancy Agreement, the Mendota Lease Agreement, the Mendota Sublease Agreement, the Trademark License Agreement, the Shared IP Agreements, the Trademark Assignment Agreement, the Intellectual Property Assignment, the Domain Name Transfer Agreement, the Parking Sublease, the Facilities License, the R&D Lease & Facility Sharing Agreement, the R&D Equipment Room Lease, the Easement Agreement, the Energy Supply Agreement, and the Employee Services Agreement.

     Company Retained Environmental Liabilities shall mean all Liabilities for pollution, contamination or environmental conditions created or occurring out of activities conducted or conditions existing with respect to Company or the Business (i) arising under Environmental Laws, (ii) relating to violations of Environmental Laws, or (iii) relating to any off site locations at which any waste or materials has been transported, treated, stored or disposed, but not including the Specified Assumed Environmental Liabilities.

     Control shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms Controlled by, under common Control with and Controlling shall have correlative meanings.