$450,000,000

DEL MONTE CORPORATION

8 ⁵/8% SENIOR SUBORDINATED NOTES DUE 2012

PLACEMENT AGREEMENT

December 12, 2002

December 12, 2002

Morgan Stanley & Co. Incorporated

J.P. Morgan Securities Inc.

Banc of America Securities LLC

UBS Warburg LLC

BMO Nesbitt Burns Corp.

Fleet Securities, Inc.

Fortis Investment Services LLC

SunTrust Capital Markets, Inc.

Dear Sirs and Mesdames:

Subject to the terms and conditions set forth in the Agreement and Plan of Merger, dated as of June 12, 2002 (the Merger Agreement), among H. J. Heinz Company, a Pennsylvania corporation (Heinz), SKF Foods Inc., a Delaware corporation (the Issuer), Del Monte Corporation, a New York corporation (the Company), and Del Monte Foods Company, a Delaware corporation (Holdings), Holdings and Heinz have agreed to merge (the Merger) the Company with and into the Issuer. Pursuant to the terms of the Merger Agreement, the Issuer will survive the Merger and will become a wholly-owned subsidiary of Holdings. Immediately following the Merger, the Issuer will change its name to Del Monte Corporation.

Pursuant to the terms of the Separation Agreement, dated as of June 12, 2002 (the Separation Agreement), between Heinz and the Issuer, prior to the Merger, Heinz will convey, assign, transfer and deliver (the Assignment) to the Issuer all of Heinzs right, title and interest in the assets relating primarily to or used primarily in the Spinco Business (as defined in the Merger Agreement) and at the same time as the Assignment, the Issuer will assume all liabilities arising out of or related to the Spinco Business, in each case, subject to certain exceptions (together with the Assignment, the Contribution). Under the terms of the Separation Agreement, after the Contribution and prior to the Merger, Heinz will distribute (the Distribution) to the holders of record of the outstanding shares of common stock, par value $0.25 per share, of Heinz all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Issuer. As part of the consideration for the Contribution, the Issuer will, concurrent with the Contribution, issue and deliver to Heinz the Transferred Securities (as defined below). Heinz proposes to then transfer the Transferred Securities to H. J. Heinz Finance Company (Heinz Finance) in satisfaction of an equivalent amount of Heinzs outstanding debt to Heinz Finance. After the closing of the Merger, the Issuer shall be defined as the surviving entity of the Merger. For purposes of this Agreement, it shall be assumed that the Contribution has taken place as of the date hereof.

Heinz Finance proposes to sell to the several purchasers named in Schedule I hereto (the Placement Agents), and the Issuer proposes to sell to the several Placement Agents, an aggregate of $450,000,000 in aggregate principal amount of the Issuers 8 ⁵/8% Senior

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Subordinated Notes due 2012 (the Securities) to be issued pursuant to the provisions of an Indenture to be dated as of December 20, 2002 (the Initial Indenture) among the Issuer, the Issuer Subsidiary Guarantors (as defined below), and The Bank of New York, as Trustee (the Trustee), as such Initial Indenture is to be amended and restated by a supplemental indenture to be dated as of December 20, 2002 among the Issuer, the Guarantors (as defined below) and the Trustee (the Supplemental Indenture, and the Initial Indenture as amended and restated by the Supplemental Indenture, the Indenture), of which $300,000,000 principal amount of the Securities are to be sold by Heinz Finance (the Transferred Securities) and $150,000,000 principal amount of the Securities are to be sold by the Issuer (the Issuer Securities). Concurrently with the closing of the Merger, the Issuer and the Guarantors will execute and deliver the Supplemental Indenture to the Trustee. In connection with the sale of the Transferred Securities to the Placement Agents and the issuance of the Issuer Securities to the Placement Agents, the Issuer and Holdings will enter into a Registration Rights Agreement (the Registration Rights Agreement) with the Placement Agents, substantially in the form attached hereto as Exhibit A.

Prior to the Merger, the Securities will be guaranteed by the subsidiaries of the Issuer (the Issuer Subsidiary Guarantors) listed in Schedule II herein. Concurrently with the closing of the Merger, the Securities will be guaranteed by (1) Holdings, (2) the subsidiaries of the Company listed in Schedule II herein that upon completion of the Merger will become subsidiaries of the Issuer (the Company Subsidiary Guarantors), (3) the Issuer Subsidiary Guarantors, (4) any subsidiary of the Issuer formed or acquired after the Closing Date (as defined in Section 6 hereof) that executes an additional guarantee in accordance with the terms of the Indenture and (5) the respective successors and assigns of the entities referred to in (1), (2), (3) and (4) above (the entities referred to in (1), (2), (3), (4) and (5) above, collectively, the Guarantors) pursuant to their guarantees (the Guarantees). The several obligations of the Placement Agents to purchase and pay for the Securities on the Closing Date are subject to the consummation of the transactions contemplated pursuant to the Separation Agreement and the concurrent consummation of the transactions contemplated pursuant to the Merger Agreement.

The Securities will be offered without being registered under the Securities Act of 1933, as amended (the Securities Act), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act (Regulation S).

In connection with the sale of the Securities, the Company and the Issuer have prepared a preliminary offering memorandum (the Preliminary Memorandum) and will prepare a final offering memorandum to be used by the Placement Agents to confirm sales of the Securities (the Final Memorandum and, with the Preliminary Memorandum, each a Memorandum), including or incorporating by reference a description of the terms of the Securities, the terms of the offering and a description of the Company, the Issuer and Holdings. As used herein, the term Memorandum shall include in each case the documents incorporated by reference therein and shall include amendments and supplements thereto. The terms supplement, amendment and amend as used herein with respect to a Memorandum shall include all documents incorporated by reference in the Preliminary Memorandum or Final Memorandum, as the case may be, that are filed by Holdings subsequent to the date of such

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Memorandum until all of the Securities have been sold with the Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act).

1. Representations and Warranties of the Issuer and Holdings. (i) Holdings and the Company, jointly and severally, represent and warrant to, and agree with, and (ii) after the Merger, the Issuer and Holdings, jointly and severally, represent and warrant to, and agree with, you that:

(a) The Preliminary Memorandum does not contain, and the Final Memorandum will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph apply only to information relating to the Issuer and the subsidiaries of the Issuer or furnished by the Issuer (the Issuer Information).

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