Transaction ID 40143010 Case No. 6027-VCL IN THE …amlawdaily.typepad.com/10062011delmonte_settle.pdf · in the court of chancery of the state of delaware in re del monte foods company

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE DEL MONTE FOODS COMPANY SHAREHOLDER LITIGATION Consolidated C.A. No. 6027-VCL

STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENT

This Stipulation and Agreement of Compromise and Settlement (the “Stipulation”), dated

October 5, 2011, which is entered into by and among (i) Plaintiff NECA-IBEW Pension Fund

(The Decatur Plan) (“Lead Plaintiff”), on its own behalf and on behalf of the Settlement Class

(as defined herein); (ii) Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners

(“Vestar”), Centerview Capital, L.P. (named in the Action (as defined below) as Centerview

Partners, “Centerview”), Blue Acquisition Group, Inc., and Blue Merger Sub Inc. (collectively,

the “Sponsors”); (iii) Barclays Capital Inc. (“Barclays”); (iv) Richard G. Wolford, Samuel H.

Armacost, Timothy G. Bruer, Mary R. Henderson, Victor L. Lund, Terence D. Martin, Sharon L.

McCollam, Joe L. Morgan, and David R. Williams (the “Director Defendants”); and (v) Del

Monte Corporation, as successor-in-interest to Del Monte Foods Company (together, the “Del

Monte Companies” and collectively, with the Sponsors, Barclays, and the Director Defendants,

the “Defendants”), by and through their undersigned attorneys, states all of the terms of the

settlement and resolution of this matter and is intended by the Parties to fully and finally release,

resolve, remise, compromise, settle and discharge the Released Plaintiffs’ Claims (as defined

herein) against the Released Defendant Parties (as defined herein) and the Released Defendants’

Claims (as defined herein) against the Released Plaintiff Parties (as defined herein), subject to

the approval of the Court of Chancery of the State of Delaware (the “Court”). All undefined

terms below with initial capitalization shall have the meanings ascribed to them in Section A.1.

below.

EFiled: Oct 6 2011 11:43AM EDT Transaction ID 40143010 Case No. 6027-VCL

WHEREAS:

A. On November 25, 2010, the Sponsors and Del Monte Foods Company (“Del

Monte”) issued a joint press release announcing that the Sponsors and Del Monte entered into an

agreement and plan of merger (the “Merger Agreement”) whereby the Sponsors would acquire

Del Monte for $19.00 per share in cash.

B. From November 2010 to January 10, 2011, Barclays conducted a 45-day go-shop

process on behalf of Del Monte (the “First Go-Shop”), during which Barclays contacted 53

potential acquirers regarding their interest in submitting a bid for Del Monte. None submitted a

bid.

C. Between November 30, 2010 and December 21, 2010, seven putative class

actions, including an action filed by Lead Plaintiff, captioned NECA-IBEW Pension Fund (The

Decatur Plan) v. Del Monte Foods Company, C.A. No. 6068-VCL, were commenced in the

Court on behalf of shareholders of Del Monte, challenging the Merger (as defined herein) as a

product of alleged breaches of fiduciary duties by the Del Monte Board.

D. Between December 1, 2010 and December 10, 2010, six putative class action

complaints were filed in California Superior Court, County of San Francisco on behalf of

shareholders of Del Monte. These cases were captioned Rieth v. Del Monte Foods Company, et

al. (CGC-10-505723), Germanos v. Del Monte Foods Company, et al. (CGC-10-505725),

Nadoff v. Richard G. Wolford, et al. (CGC-10-505737), Kaiman v. Del Monte Foods Company,

et al. (CGC-10-505726), Franklin, et al. v. Richard G. Wolford et al. (No. CGC-10-506066) and

Sinor v. Richard G. Wolford, et al. (CGC-10-505735) (collectively the “California State

Actions”). Each of the California State Actions except for Franklin, et al. v. Richard G. Wolford

et al. (No. CGC-10-506066) has been voluntarily dismissed. Franklin, et al. v. Richard G.

Wolford et al. (No. CGC-10-506066) was stayed pending resolution of In re Del Monte Foods

Company Shareholders Litigation (C.A. No. 6027-VCL) on February 28, 2011.

E. Between December 20, 2010 and January 21, 2011, two putative stockholder class

action complaints were filed in the United States District Court for the Northern District of

California. The complaints alleged federal securities violations (under Rule 14a-9 of the

Securities Exchange Act of 1934 and, in the case of the latter-filed complaint, under Section

20(a) of the Securities Exchange Act) and also asserted common law claims. These cases were

captioned Heintz, et al. v. Richard G. Wolford, et al. (No. CV-10-5789) and Dallas Faulkner, et

al. v. Richard G. Wolford, et al. (No. CV-11-0326). On June 1, 2011, both cases were

consolidated under the caption In re Del Monte Foods Company Shareholder Litigation (No.

CV-5789), which was voluntarily dismissed on June 6, 2011 (together with the Heintz and

Faulkner cases the “California Federal Actions”).

F. On December 15, 2010, Del Monte filed a Schedule 14A Preliminary Proxy

Statement (the “Preliminary Proxy Statement”) with the United States Securities and Exchange

Commission (the “SEC”) regarding the Merger.

G. On December 28, 2010, Lead Plaintiff filed a Motion for Consolidation,

Appointment of NECA-IBEW Pension Fund as Lead Plaintiff and for Appointment of New Lead

Counsel, which sought the consolidation of the previously filed putative class actions into the

above-captioned action styled In re Del Monte Foods Company Shareholder Litigation, C.A. No.

6027-VCL (the “Action”), the appointment of NECA-IBEW as Lead Plaintiff, and the

appointment of Grant & Eisenhofer, P.A. and Robbins Geller Rudman & Dowd LLP as Co-Lead

Counsel (the “Consolidation Motion”).

H. By Order dated December 31, 2010, the Court granted Lead Plaintiff’s

Consolidation Motion.

I. On January 10, 2011, Lead Plaintiff filed its Consolidated Verified Class Action

Complaint (the “Complaint”) alleging that the Director Defendants, aided and abetted by KKR,

Vestar, and Centerview, breached their fiduciary duties by, inter alia, voting to approve the

Merger and by making false and misleading statements and omissions in the Preliminary Proxy

Statement.

J. Also on January 10, 2011, the Court entered a scheduling order expediting

discovery in this Action. Pursuant to the Court’s Order, Lead Plaintiff was required to complete

all fact discovery pertaining to Lead Plaintiff’s motion to preliminarily enjoin the stockholder

vote by January 28, 2011, file its motion for a preliminary injunction on February 2, 2011 and

prepare for a hearing on its preliminary injunction motion to be held on February 11, 2011.

K. Thereafter, discovery ensued in earnest. During the month of January 2011, Co-

Lead Counsel represents that it devoted substantial resources to obtain and review approximately

250,000 pages of documents produced by Defendants and third-parties, including Barclays. Co-

Lead Counsel also took seven depositions, including one member of the Del Monte Board and

one member of Del Monte senior management, two representatives of Barclays, one

representative of Perella Weinberg Partners LP (“Perella”) and one representative of KKR and

Vestar respectively.

L. On January 12, 2011, Del Monte issued its Definitive Proxy Statement in

connection with the Merger (the “Proxy”). The Proxy provided for a special meeting of Del

Monte shareholders to vote on the Merger to be held on February 15, 2011.

M. On February 2, 2011, Lead Plaintiff filed its motion for a preliminary injunction

seeking, inter alia, to enjoin the shareholder vote scheduled for February 15, 2011.

N. On February 4, 2011, Del Monte issued a supplement to the Proxy (the

“Supplemental Proxy”), which stated that it contained additional disclosures, including facts

learned by Del Monte as a result of discovery in this Action concerning, inter alia, the Del

Monte Board’s decisions to allow Vestar to participate in a joint bid with KKR and Centerview

and to permit Barclays to participate in the financing in connection with the Merger.

O. On February 11, 2011, the Court conducted a hearing on Lead Plaintiff’s motion

for a preliminary injunction.

P. On February 14, 2011, the Court granted in part Lead Plaintiff’s motion for a

preliminary injunction, enjoining the shareholder vote in connection with the Merger for a period

of twenty days and further enjoining the enforcement of certain specified deal protection devices

contained in the Merger Agreement during that twenty-day period. The injunction was

conditioned on Lead Plaintiff’s posting a bond in the amount of $1.2 million, which amount was

posted by Co-Lead Counsel.

Q. On February 17, 2011, the Del Monte Board reviewed the Court’s decision to

preliminarily enjoin the shareholder vote and voluntarily engaged Perella to conduct a second

go-shop process (the “Second Go-Shop”).

R. On February 18, 2011, Lead Plaintiff filed the Amended Consolidated Verified

Class Action Complaint (the “Amended Complaint”), which incorporated additional factual

allegations, which Lead Plaintiff represents were derived from discovery and from the

Supplemental Proxy. The Amended Complaint added Barclays as a Defendant and asserted

claims against Barclays for aiding and abetting the Director Defendants’ breaches of fiduciary

duty and for tortious interference with certain confidentiality agreements between the Sponsors

and Del Monte.

S. Immediately thereafter, Lead Plaintiff continued to pursue discovery. Co-Lead

Counsel represents that it reviewed over 650,000 additional pages of documents produced by

Defendants subsequent to the filing of the Amended Complaint. Defendants also responded to

interrogatories and requests for admission propounded by Lead Plaintiff.

T. On March 3, 2011, Del Monte announced that Perella had completed the Second

Go-Shop and that, after contacting 70 potentially interested parties, no alternative bidder had

emerged.

U. On March 7, 2011 a putative class action alleging violations of state and federal

antitrust laws was filed on behalf of Del Monte shareholders in United States District Court for

the Northern District of California, captioned Pipe Fitters Local Union No. 120 Pension Fund v.

Barclays Capital Inc., et al., No. 4: 11-cv-01064-CW (the “Antitrust Action”). Plaintiffs in the

Antitrust Action subsequently filed an amended complaint. On August 30, 2011, the judge in the

Antitrust Action dismissed the amended complaint without prejudice and with leave to file

another amended complaint.

V. On March 7, 2011, the special meeting of Del Monte shareholders was

reconvened, and 75.15% of the company’s shareholders approved the proposal to adopt the

Merger Agreement.

W. On March 8, 2011, Del Monte completed its merger with Blue Merger Sub Inc., a

direct subsidiary of Blue Acquisition Group, Inc., pursuant to the terms of the Merger

Agreement, with Del Monte being the surviving corporation. As a result, Del Monte became a

wholly-owned subsidiary of Blue Acquisition Group, Inc., an entity indirectly controlled by

affiliates of KKR, Centerview and Vestar, and the interests of Del Monte shareholders were

converted into the right to receive the specified merger consideration.

X. On April 26, 2011, Del Monte Foods Company merged with and into Del Monte

Corporation, with Del Monte Corporation as the surviving entity. On July 27, 2011, Del Monte

Corporation, as successor in interest to Del Monte Foods Company, was added as a party

defendant pursuant to Delaware Court of Chancery Rule 21.

Y. Between March 25, 2011 and June 7, 2011, Lead Plaintiff briefed and argued a

motion for an interim award of attorneys’ fees and expenses, seeking a $12 million interim fee

award to be paid by Del Monte or its successor in interest, Del Monte Corporation. The motion

was granted, in part. By order dated July 27, 2011, the Court granted an award of $2.75 million

in fees to be paid to Co-Lead Counsel by Del Monte Corporation, as successor in interest to Del

Monte, on behalf of itself and the Director Defendants, in consideration for Co-Lead Counsel’s

role in obtaining the supplemental disclosures in the Supplemental Proxy. The Court denied,

without prejudice, the remaining portion of the motion, which sought an award of fees to be paid

by Del Monte in respect of Co-Lead Counsel’s role in obtaining injunctive relief delaying the

shareholder vote on the Merger and temporarily enjoining enforcement of certain deal

protections.

Z. Between May 31 and September 9, 2011, while discovery was ongoing, the

Parties engaged in extensive, arm’s-length negotiations, including participation in several

mediation sessions, in an attempt to resolve the Action.

AA. On September 9, 2011, an agreement in principle was reached to fully and finally

settle the Action, which is memorialized in this Stipulation.

BB. This Stipulation is intended fully, finally and forever to resolve, discharge and

settle the Released Plaintiffs’ Claims (as defined herein) and the Released Defendants’ Claims

(as defined herein) with prejudice. It is the intention of the Parties that the Settlement will

release all claims that were alleged or could have been alleged in this Action, the California State

Actions (as defined above), California Federal Actions (as defined above), and the Antitrust

Action (as defined above).

CC. The entry by Lead Plaintiff and Defendants into this Stipulation is not, and shall

not be construed as or deemed to be evidence of, an admission as to the merit or lack of merit of

any claims or defenses asserted in the Action.

DD. Co-Lead Counsel have conducted an investigation and pursued discovery relating

to the claims and the underlying events and transactions alleged in the Action. Co-Lead Counsel

have analyzed the evidence adduced during their investigation and through discovery, and have

researched the applicable law with respect to Lead Plaintiff and the Settlement Class. In

negotiating and evaluating the terms of this Stipulation, Co-Lead Counsel considered the

significant legal and factual defenses to Lead Plaintiff’s claims. Co-Lead Counsel have received

sufficient information to evaluate the merits of this proposed Settlement. Based upon their

evaluation, Co-Lead Counsel have determined that the Settlement set forth in this Stipulation is

fair, reasonable and adequate and in the best interests of all Class Members, and that it confers

substantial benefits upon the Class Members.

EE. Defendants deny any and all allegations of wrongdoing, fault, liability or damage

whatsoever; deny that they engaged in, committed or aided or abetted the commission of any

breach of duty, wrongdoing or violation of law; deny that Lead Plaintiff or any of the other Class

Members suffered any damage whatsoever; deny that they acted improperly in any way; believe

that they acted properly at all times; maintain that they complied with their fiduciary duties;

maintain that they have complied with federal and state laws; and maintain that they have

committed no disclosure violations or any other breach of duty or wrongdoing whatsoever in

connection with the Merger. Specifically, Barclays and the Director Defendants deny that they

acted contrary to the best interests of Del Monte and its stockholders and Defendants further

believe that the sale process leading up to the Merger achieved the best price reasonably

available for Del Monte stockholders.

FF. Defendants enter into this Stipulation solely to eliminate the uncertainties, burden

and expense of further litigation. Nothing in this Stipulation shall be construed as any admission

by any of the Defendants of wrongdoing, fault, liability, or damages whatsoever. Nothing in this

Stipulation shall be construed as an allocation of fault or liability between or among the

Defendants.

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO AND

AGREED, by Lead Plaintiff, for itself and on behalf of the Settlement Class, and Defendants

that, subject to the approval of the Court and pursuant to Delaware Court of Chancery Rule 23

and the other conditions set forth in Section F, for the good and valuable consideration set forth

herein and conferred on Lead Plaintiff and the Settlement Class, the Action shall be finally and

fully settled, compromised and dismissed, on the merits and with prejudice, and that the

Released Plaintiffs’ Claims shall be finally and fully compromised, settled, released, discharged

and dismissed with prejudice as against the Released Defendant Parties, and that the Released

Defendants’ Claims shall be finally and fully compromised, settled, released, discharged and

dismissed with prejudice as against the Released Plaintiff Parties, in the manner set forth herein.

A. Definitions

1. In addition to the terms defined above, the following capitalized terms, used in

this Stipulation, shall have the meanings specified below:

(a) “Account” means the account, with Co-Lead Counsel designated as co-

escrow agents, which is to be maintained by the Paying Agent and into which the Settlement

Amount shall be deposited. The funds deposited into the Account shall be invested in

instruments backed by the full faith and credit of the United States Government or an agency

thereof, or if the yield on such instruments is negative, in an account fully insured by the United

States Government or an agency thereof.

(b) “Administrative Costs” means all costs and expenses associated with

providing notice of the Settlement to the Settlement Class or otherwise administering or carrying

out the terms of the Settlement.

(c) “Claims” mean any and all manner of claims, demands, rights, liabilities,

losses, obligations, duties, damages, diminutions in value, costs, debts, expenses, interest,

penalties, fines, sanctions, fees, attorneys’ fees, expert or consulting fees, actions, potential

actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies

of any kind, nature or description whatsoever, whether disclosed or undisclosed, accrued or

unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected

or unsuspected, liquidated or not liquidated, fixed or contingent, which now exist, or heretofore

or previously existed, or may hereafter exist, including known claims and Unknown Claims,

whether direct, derivative, individual, class, representative, legal, equitable or of any other type,

or in any other capacity, whether based on state, local, foreign, federal, statutory, regulatory,

common or other law or rule (including but not limited to any claims under federal or state

securities law, federal or state antitrust law, or under state disclosure law or any claims that could

be asserted derivatively on behalf of Del Monte).

(d) “Closing” means the consummation of the Merger on March 8, 2011, as of

which date each outstanding share of Del Monte Foods Company common stock (except for

shares owned by Parent, Merger Sub, Del Monte Foods Company and its wholly owned

subsidiaries, and Del Monte Foods Company stockholders who timely and validly demanded

appraisal rights) was exchanged for the right to receive $19.00 in cash and Blue Merger Sub. Inc.

was merged with and into Del Monte Foods Company, with Del Monte Foods Company as the

surviving corporation.

(e) “Co-Lead Counsel” means the law firms of Grant & Eisenhofer P.A. and

Robbins Geller Rudman and Dowd LLP.

(f) “Defendants” means Del Monte Corporation (as successor in interest to

Del Monte Foods Company), Richard G. Wolford, Samuel H. Armacost, Timothy G. Bruer,

Mary R. Henderson, Victor L. Lund, Terence D. Martin, Sharon L. McCollam, Joe L. Morgan,

and David R. Williams, Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners,

Centerview Capital, L.P. (named in the Action as Centerview Partners), Blue Acquisition Group,

Inc., Blue Merger Sub Inc., and Barclays Capital Inc.

(g) “Defendants’ Counsel” means the law firms of Simpson Thacher &

Bartlett LLP; Gibson, Dunn & Crutcher LLP; Covington & Burling LLP; Sullivan & Cromwell

LLP.; Seitz Ross Aronstam & Moritz LLP; Richards, Layton & Finger, P.A.; Morris Nichols

Arsht & Tunnell LLP; and Potter Anderson & Corroon LLP.

(h) “Director Defendants” means Richard G. Wolford, Samuel H. Armacost,

Timothy G. Bruer, Mary R. Henderson, Victor L. Lund, Terence D. Martin, Sharon L.

McCollam, Joe L. Morgan, and David R. Williams.

(i) “Effective Date” means the first business day following the date the

Judgment or Alternative Judgment becomes Final.

(j) “Fee and Expense Award” means an award to Co-Lead Counsel of fees

and expenses to be paid from the Settlement Amount, in an amount not to exceed $22,300,000 in

fees and $200,000 in expenses, approved by the Court in accordance with this Stipulation and in

full satisfaction of any and all claims for attorneys’ fees that have been, could be or could have

been asserted by Co-Lead Counsel or any other counsel or any member of the Settlement Class.

(k) “Final,” when referring to the Judgment, means entry of the Judgment, the

expiration of any time for appeal or review of the Judgment, or, if any appeal is filed and not

dismissed or withdrawn, after the Judgment is upheld on appeal in all material respects and is no

longer subject to review upon appeal or other review, and the time for any petition for

reargument, appeal or review of the Judgment or any order affirming the Judgment has expired;

or, in the event that the Court enters a judgment in a form other than the form attached hereto as

Exhibit E (“Alternative Judgment”) and none of the Parties hereto elects to terminate this

Stipulation as provided in Section I below, the expiration of any time for appeal or review of the

Alternative Judgment, or if an appeal is filed and not dismissed or withdrawn, after the

Alternative Judgment is upheld on appeal in all material respects and is no longer subject to

review upon appeal or other review, and the time for any petition for reargument, appeal or

review of the Alternative Judgment or any order affirming the Alternative Judgment has expired;

provided, however, that any disputes or appeals relating solely to the amount, payment or

allocation of attorneys’ fees and expenses shall have no effect on finality for purposes of

determining the date on which the Judgment or an Alternative Judgment becomes Final and shall

not otherwise prevent, limit or otherwise affect the Judgment or an Alternative Judgment or

prevent, limit, delay or hinder entry of the Judgment or an Alternative Judgment.

(l) “Financing Sources” means the banks and other persons who provided,

offered or were approached to provide, debt or equity financing for the Sponsors’ acquisition of

Del Monte, including J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc.,

Goldman Sachs & Co., KKR Capital Markets LLC, Barclays Capital Inc., Merrill Lynch, Pierce,

Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Mizuho Securities USA Inc. and

their respective direct or indirect affiliates, associates, members, partners, partnerships,

investment funds, subsidiaries, parents, predecessors, successors, officers, directors, employees,

agents, advisors, financial or investment advisors and attorneys.

(m) “Immediate Family” means an individual’s spouse, parents, siblings,

children, grandparents, grandchildren; the spouses of his or her parents, siblings and children;

and the parents and siblings of his or her spouse, and includes step and adoptive relationships. In

this paragraph, “spouse” shall mean a husband, a wife, or a partner in a state-recognized

domestic partnership or civil union.

(n) “Judgment” means the Order and Final Judgment to be entered in the

Action in all material respects in the form attached as Exhibit E hereto.

(o) “Merger” means the transaction announced on November 25, 2010

whereby the Sponsors agreed to acquire Del Monte and all agreements related to that transaction,

including, without limitation, the Merger Agreement, any agreement referred to in the Merger

Agreement, and all agreements related to the sales process that preceded the transaction,

including all confidentiality and other agreements entered into between the Sponsors, Barclays,

Del Monte or any of their respective affiliates.

(p) “Net Settlement Amount” means the Settlement Amount as defined herein

less any Fee and Expense Award and Administrative Costs.

(q) “Party” means any one of, and “Parties” means all of, the parties to this

Stipulation, namely, Defendants and Lead Plaintiff, on behalf of themselves and the Settlement

Class.

(r) “Released Defendant Parties” means (i) any and all of the Defendants,

each Director Defendant’s Immediate Family members, and each Defendant’s past or present,

direct or indirect, affiliates, associates, members, partners, partnerships, investment funds,

subsidiaries, parents, predecessors, and successors (collectively “Affiliates”); (ii) all associates,

members, partners, officers, directors, employees, agents, advisors, financial or investment

advisors, Financing Sources, and attorneys (including Defendants’ Counsel) of each Defendant

and their respective Affiliates; (iii) any and all persons, firms, trusts, corporations, officers,

directors or other individuals or entities in which any of the Defendants or their respective

Affiliates has a financial interest; and (iv) the legal representatives, heirs, executors,

administrators, predecessors, successors, predecessors-in-interest, successors-in-interest and

assigns of any of the foregoing.

(s) “Released Defendants’ Claims” means any Claims that have been or could

have been asserted in the Action, or in any court, tribunal, forum or proceeding, by Defendants

or any of them or their respective successors and assigns against any of the Released Plaintiff

Parties, which arise out of or relate in any way to the institution, prosecution, settlement or

dismissal of the Action; provided, however, that the Released Defendants’ Claims shall not

include claims to enforce the Stipulation.

(t) “Released Plaintiff Parties” means Lead Plaintiff, all other Class

Members, and their respective counsel (including Co-Lead Counsel).

(u) “Released Plaintiffs’ Claims” means any and all Claims which are based

upon, arise out of, result from, relate to, or involve or previously were based upon, arose out of,

resulted from, related to or involved, directly or indirectly, any of the actual, alleged or attempted

actions, transactions, occurrences, statements, representations, misrepresentations, omissions,

allegations, facts, practices, events, claims or any other matters, things or causes whatsoever, or

any series thereof, that (i) were alleged, asserted, set forth, or claimed in the Action or the

Complaint or Amended Complaint against the Released Defendant Parties; (ii) are related to the

subject matter of the claims that were alleged, asserted, set forth, or claimed in the Action or the

Complaint or Amended Complaint against the Released Defendant Parties; or (iii) could have

been alleged, asserted, set forth or claimed in the Action, in the Complaint, in the Amended

Complaint or in any other action, court (whether state or federal), tribunal, forum or proceeding

by Lead Plaintiff or any or all of the other Class Members, including, but not limited to, claims

under any and all federal or state securities laws or federal or state antitrust laws (including those

within the exclusive jurisdiction of the federal courts) and which arise out of or relate to the

Class Members’ Del Monte stockholdings or the Class Members’ status as Del Monte

stockholders during the Settlement Class Period, including, but not limited to, any and all Claims

which are based upon, arise out of, result from, relate in any way to, or involve, directly or

indirectly, (a) the Merger or any element, term, condition or circumstance of the Merger or the

sale process leading up to the Merger, (b) any actions, deliberations, negotiations, discussions,

offers, inquiries, solicitations of interest, indications of interest, bids, due diligence or any act or

omission in connection with the review of strategic alternatives available to Del Monte or the

Merger, including the process of deliberation or negotiation by the Sponsors, Barclays, Del

Monte, the Director Defendants, and any of their respective officers, directors or advisors, (c)

any act, omission, advice or services provided by Barclays or its representatives in connection

with or related to the Merger, (d) the consideration received by Class Members or the financing

provided in connection with the Merger, (e) the Preliminary Proxy and any amendments thereto,

the Proxy and any amendments thereto, the Supplemental Proxy or any other disclosures, SEC

filings, public filings, periodic reports, press releases, proxy statements or other statements

issued, made available, or filed or otherwise disclosed or communicated relating, directly or

indirectly, to the Merger, (f) the March 7, 2011 vote of Del Monte stockholders approving the

Merger, (g) proxy solicitation efforts in connection with the March 7, 2011 vote of the Del

Monte stockholders on the Merger, (h) the First or Second Go-Shop, (i) any fiduciary obligations

in connection with the Merger of the Released Defendant Parties, (j) actions or investments with

respect to (including but not limited to, purchases, repurchases, sales, exercises of rights with

respect to and decisions to hold) securities issued by Del Monte or its affiliates, (k) the setting of

the record date for the Merger and the mailing of the Proxy, or (l) the fees, expenses or costs

incurred in prosecuting, defending, or settling the Action, except to the extent of any Fee and

Expense Award paid from the Settlement Fund pursuant to Section G hereof; provided, however,

that the Released Plaintiffs’ Claims shall not include (1) the right to enforce the Stipulation; or

(2) any claims solely for statutory appraisal with respect to the Merger pursuant to Section 262 of

the Delaware General Corporation Law by Del Monte shareholders who properly perfected such

claims for appraisal and do not otherwise waive their appraisal rights.

(v) “Settlement” means the settlement contemplated by this Stipulation.

(w) “Settlement Amount” means a total of eighty nine million four hundred

thousand dollars in cash ($89,400,000.00). Del Monte shall fund sixty five million seven

hundred thousand dollars ($65,700,000) of the Settlement Amount in cash, which shall include

the payment by Del Monte of certain amounts previously withheld at Closing, and Barclays shall

fund twenty three million seven hundred thousand dollars ($23,700,000) of the Settlement

Amount in cash. Other than as provided in this paragraph, no Defendant shall have any

obligation under this Stipulation with respect to funding or payment of the Settlement Amount.

Nothing in this paragraph shall have an effect on the respective rights and obligations between or

among Defendants or their respective insurance carriers, or upon any separate agreements

concerning the claims, defenses, debts, obligations or payments between or among Defendants.

(x) “Settlement Class” means any and all Del Monte stockholders who were

record holders or beneficial owners of Del Monte common stock at any time between and

including November 25, 2010 and the Closing (regardless of the date of purchase of Del Monte

stock), and any person or entity acting for or on behalf of, or claiming under, any of them, and

each of them, but excluding Defendants; the Immediate Family members of the Director

Defendants; the parents, subsidiaries and affiliates of the Sponsors, Barclays, and Del Monte,

and each of their current or former directors, executive officers, partners and members; any

person, firm, trust, corporation or other entity in which any Defendant has, or had during the

Settlement Class Period, a controlling interest; and the legal representatives, heirs, executors,

administrators, predecessors, successors, predecessors-in-interest, successors-in-interest and

assigns of any such excluded party.

(y) “Settlement Class Member” or “Class Member” means a member of the

Settlement Class.

(z) “Settlement Class Period” means the period between and including

November 25, 2010 and the Closing.

(aa) “Settlement Hearing” means the hearing to be held by the Court to

determine whether to certify the Settlement Class as a non opt-out class pursuant to Court of

Chancery Rules 23(a), 23(b)(1) and 23(b)(2); whether the proposed Settlement should be

approved as fair, reasonable and adequate; whether Lead Plaintiff and Co-Lead Counsel have

adequately represented the Class; whether any objections to the Settlement should be overruled;

whether the Action should be dismissed with prejudice as against the Defendants; whether to

fully, finally and forever, release, settle and discharge the Released Defendant Parties from and

with respect to every one of the Released Plaintiffs’ Claims; whether a Judgment approving the

Settlement should be entered in accordance with the terms of this Stipulation; and whether and in

what amount any award of attorneys’ fees and reimbursement of expenses should be paid to Co-

Lead Counsel.

(bb) “Settlement Payment Recipients” means all Settlement Class Members

who were shareholders of record of Del Monte common stock at the Closing and who received

consideration in the Merger upon exchange of Del Monte common stock, and who submitted a

valid Proof of Claim to the Paying Agent.

(cc) “Unknown Claims” means any and all Released Plaintiffs’ Claims which

Lead Plaintiff or any other Class Member does not know or suspect to exist in his, her, or its

favor at the time of the release of the Released Plaintiffs’ Claims against the Released Defendant

Parties, including (without limitation) Claims which if known by him, her or it, might have

affected his, her or its decision(s) with respect to the Settlement, and any and all Released

Defendants’ Claims which any Defendant or any other Released Defendant Party does not know

or suspect to exist in his, her, or its favor at the time of the release of the Released Defendants’

Claims against the Released Plaintiff Parties, including (without limitation) Claims which if

known by him, her, or it might have affected his, her, or its decision(s) with respect to the

Settlement. With respect to any and all Released Plaintiffs’ Claims and Released Defendants’

Claims, the Parties stipulate and agree that upon the Effective Date, Lead Plaintiff and

Defendants shall expressly waive, and each of the Class Members shall be deemed to have, and

by operation of the Judgment shall have expressly, waived, relinquished and released any and all

provisions, rights and benefits conferred by any law of any state or territory of the United States

or other jurisdiction, or principle of common law or foreign law, which is similar, comparable, or

equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiff and Defendants acknowledge, and the other Class Members by operation of law

shall be deemed to have acknowledged, that they may discover facts in addition to or different

from those now known or believed to be true with respect to the Released Plaintiffs’ Claims and

the Released Defendants’ Claims, but that it is the intention of Lead Plaintiff and Defendants,

and by operation of law the other Class Members, to completely, fully, finally and forever

extinguish any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, known or

unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter

exist, and without regard to the subsequent discovery of additional or different facts. Lead

Plaintiff and Defendants acknowledge, and the other Class Members by operation of law shall be

deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of

Released Plaintiffs’ Claims and Released Defendants’ Claims was separately bargained for and

was a key element of the Settlement.

B. Settlement Consideration

2. In consideration for the full and final release, settlement and discharge of any and

all Released Plaintiffs’ Claims against the Released Defendant Parties, the Parties have agreed to

the following consideration:

(a) Settlement Payment

i. Within five (5) business days after entry of the Scheduling Order, $400,000 of the Settlement Amount shall be deposited into the Account, provided that Co-Lead Counsel has timely provided complete wire transfer information and instructions (the “Administration Fund”). The Administration Fund shall be used by Co-Lead Counsel or its designees only to pay Administrative Costs and distributing the Net Settlement Amount to Settlement Payment Recipients.

ii. Within (a) five (5) business days after entry of the Judgment or (b) fifteen (15) business days after entry of the Alternative Judgment (in the event that none of the Parties hereto elects to terminate this Stipulation as provided in Section I below), the remaining Settlement Amount shall be deposited (net of the $400,000 Administration Fund advancement provided for in subsection (i), above) into the Account, provided that Co-Lead Counsel has timely provided complete wire transfer information and instructions. The Account (the “Settlement Fund”) shall be administered by a paying agent chosen by Co-Lead Counsel (the “Paying Agent”) and shall be used (i) to pay any Fee and Expense Award, (ii) to pay Administrative Costs, and (iii) following the payment of (i) and (ii) herein, for subsequent disbursement of the Net Settlement Amount to the Settlement Payment Recipients as provided in Paragraph 2(b) herein.

iii. Apart from the payment of the Settlement Amount in accordance with this Section (B)(2)(a), Defendants shall have no further monetary obligation to Lead Plaintiff or the

Class Members or Co-Lead Counsel under this Settlement.

(b) Distribution of the Settlement Fund

Upon the Effective Date, the Net Settlement Amount will be disbursed by the

Paying Agent to the Settlement Payment Recipients and will be allocated on a per-share basis

amongst the Settlement Payment Recipients who have submitted to the Paying Agent a valid

Proof of Claim by the deadline provided in the Notice based on the number of shares of Del

Monte common stock, held by the applicable Settlement Payment Recipient upon the Closing

(provided that if a Settlement Payment Recipient held shares of Del Monte common stock in

registered form and has not submitted a letter of transmittal as of the Effective Date, such

payment shall be allocated to such Settlement Payment Recipient but will not be remitted until

such Settlement Payment Recipient has submitted its letter of transmittal and its share certificates

for exchange) (the “Initial Distribution”). Defendants shall have no input, responsibility or

liability for any claims, payments or determinations by the Paying Agent in respect of Class

Member claims for payment under this Settlement. If, after Lead Plaintiff and/or the Paying

Agent have made reasonable efforts to have Settlement Payment Recipients claim their

payments, the amount of the Net Settlement Amount that remains unclaimed by the Settlement

Payment Recipients (the “Unclaimed Amount”) exceeds $500,000 after a period of six (6)

months after the Initial Distribution, then the Unclaimed Amount will be re-disbursed by the

Paying Agent for payment to all Settlement Payment Recipients, who claimed their payments in

the Initial Distribution, on a pro rata basis. If, however, after a period of six (6) months after the

Initial Distribution, the amount of the Unclaimed Amount is equal to or less than $500,000, or if

any of the Unclaimed Amount remains unclaimed after the re-disbursement described in the

preceding sentence, then any such unclaimed amount of the Net Settlement Amount shall be

donated to the Delaware Combined Campaign for Justice as a charitable donation.

(c) Costs of Distribution and Reservation of Rights

Lead Plaintiff or its designee shall pay out of the Account any and all costs

associated with the allocation and distribution of the Net Settlement Amount (including the costs

of any re-distribution of the Net Settlement Amount and the costs associated with any charitable

donation). The Settlement Amount and the costs associated with allocating and distributing the

Settlement Amount shall be paid without waiver of any right of Del Monte Corporation and/or

the Director Defendants’ to pursue claims against their insurance carriers for this sum.

C. Scope of the Settlement

3. Upon the entry of the Judgment (or the Alternative Judgment, in the event that

none of the Parties hereto elects to terminate this Stipulation as provided in Section I below), the

Action shall be dismissed with prejudice, on the merits and without costs (except as provided

herein).

4. Upon the Effective Date, Lead Plaintiff and all Class Members, on behalf of

themselves, their legal representatives, heirs, executors, administrators, estates, predecessors,

successors, predecessors-in-interest, successors-in-interest, affiliates and assigns, and any person

or entity acting for or on behalf of, or claiming under, any of them, and each of them, together

with their respective officers, directors, employees, and agents, shall thereupon fully, finally and

forever, release, settle and discharge the Released Defendant Parties from and with respect to

every one of the Released Plaintiffs’ Claims, and shall thereupon be forever barred and enjoined

from commencing, instituting, prosecuting, or continuing to prosecute any Released Plaintiffs’

Claims against any of the Released Defendant Parties.

5. Upon the Effective Date, each of Defendants, on behalf of themselves, the other

Released Defendant Parties and any person or entity acting for or on behalf of, or claiming

under, any of them, and each of them, shall thereupon fully, finally and forever, release, settle

and discharge the Released Plaintiff Parties from and with respect to every one of the Released

Defendants’ Claims, and shall thereupon be forever barred and enjoined from commencing,

instituting or prosecuting any of the Released Defendants’ Claims against any of the Released

Plaintiff Parties.

6. The obligations incurred pursuant to this Stipulation shall be in full and final

disposition of the Action, the Released Plaintiffs’ Claims and the Released Defendants’ Claims.

It is the intention of the Parties that the Settlement eliminate all further risk and liability relating

to the Released Plaintiffs’ Claims and the Released Defendants’ Claims, and that the Settlement

shall be a final and complete resolution of all disputes asserted or which could be or could have

been asserted with respect to the Released Plaintiffs’ Claims and the Released Defendants’

Claims, including without limitation any third party claims for contribution or indemnity in

accordance with 10 Del. C. § 6304 and any similar laws or statutes; provided, however, that

nothing herein shall release or otherwise affect any claims for contribution or indemnity between

or among Defendants and/or their insurance carriers.

D. Class Certification

7. For purposes of this Settlement only, the Parties agree that the Court shall certify

a non-opt-out class, pursuant to Court of Chancery Rules 23(b)(1) and (b)(2), consisting of the

Settlement Class Members.

E. Submission of the Settlement to the Court for Approval

8. As soon as practicable after this Stipulation has been executed, Lead Plaintiff and

Defendants shall (1) take all steps necessary to stay the Action pending further order of the

Court; (2) jointly apply to the Court for entry of an Order in the form attached hereto as Exhibit

A (the “Scheduling Order”), providing for, among other things: (a) the dissemination of the

Notice of Pendency and Proposed Settlement of Class Action (the “Notice”), substantially in the

form attached hereto as Exhibit B together with a Proof of Claim form substantially in the form

attached hereto as Exhibit C; (b) the publication of the Summary Notice of Pendency and

Proposed Settlement of Class Action (the “Summary Notice”), substantially in the form attached

hereto as Exhibit D; and (c) the scheduling of the Settlement Hearing to consider: (i) the

proposed Settlement, (ii) the joint request of the Parties that the Judgment be entered in all

material respects in the form attached hereto as Exhibit E, (iii) certification of the Settlement

Class as a non opt-out class pursuant to Court of Chancery Rules 23(b)(1) and (b)(2), and (iv)

Co-Lead Counsel’s application for an award of attorneys’ fees and expenses, and (v) any

objections to any of the foregoing; and (3) take all reasonable and appropriate steps to seek and

obtain entry of the Scheduling Order. The Parties shall jointly request at the Settlement Hearing

that the Judgment be entered, and the Parties shall take all reasonable and appropriate steps to

obtain Final entry of the Judgment in all material respects in the form attached hereto as Exhibit

E.

9. Lead Plaintiff or its designee shall be responsible for providing notice of the

Settlement to the Settlement Class. Del Monte Corporation shall cooperate with Lead Plaintiff in

providing notice, including but not limited to providing the last known address and phone

number of all Shareholders of record of Del Monte common stock as of the Closing, and, to the

extent reasonably available to it for a relevant date prior to the Closing, providing a NOBO list.

All Administrative Costs shall be paid from the Account. Notice shall be provided in accordance

with the Scheduling Order.

F. Conditions of Settlement

10. This Settlement shall be subject to the following conditions, which the Parties

shall use their best efforts to achieve:

(a) the Court enters the Scheduling Order in all material respects in the form

attached hereto as Exhibit A;

(b) the Court certifies, for settlement purposes only, a mandatory, non-opt out

class consisting of Settlement Class Members;

(c) the Court enters the Judgment in all material respects in the form attached

hereto as Exhibit E, or the Court has entered an Alternative Judgment and all of the Parties

hereto expressly agree, in writing, that they desire to conclude the Settlement notwithstanding

the entry of an Alternative Judgment. For the avoidance of doubt, the scope of the Released

Plaintiffs’ Claims and the Released Defendants’ Claims are material terms of this Stipulation;

(d) the Effective Date shall have occurred; and

(e) the Parties have complied with their obligations set forth herein.

G. Attorneys’ Fees and Expenses

11. Co-Lead Counsel will apply for, and Defendants shall not oppose, an award of

attorneys’ fees from the Settlement Amount to the extent such application does not exceed

$22,300,000, plus out-of-pocket expenses in an amount not to exceed $200,000 in the aggregate

(the “Fee Application”). The Parties acknowledge and agree that any fee award shall be paid

from the Settlement Fund and shall reduce the settlement consideration paid to the Settlement

Recipients accordingly.

12. No other application for attorneys’ fees and expenses shall be filed, and Co-Lead

Counsel expressly waive any right to seek or be paid any award of such fees and expenses except

as provided in this Stipulation and from any source other than the Settlement Fund.

13. Neither Lead Plaintiff, nor Co-Lead Counsel, shall make, or assist any other

counsel in making, any application for an award of fees or expenses in any other jurisdiction.

14. Prior to disbursement of the Net Settlement Amount, and in any event within five

(5) business days of the latter of (i) the entry of an Order by the Court of Chancery awarding

attorneys fees and expenses to Co-Lead Counsel or (ii) the funding of the Settlement Amount in

the Account as described in Section (B)(2)(a)(ii), the Paying Agent shall disburse from the

Settlement Fund to Co-Lead Counsel an amount equal to the Fee and Expense Award. In the

event that (i) the Effective Date does not occur, (ii) this Stipulation is disapproved, canceled or

terminated pursuant to its terms, (iii) the Settlement otherwise does not become Final for any

reason, or (iv) the Fee and Expense Award is disapproved, reduced, reversed or otherwise

modified, as a result of any further proceedings including any successful collateral attack, then

Co-Lead Counsel shall, within five (5) business days after Co-Lead Counsel receives notice of

any such failure of the Effective Date to occur, termination of the Stipulation, failure of the

Settlement to become Final, or disapproval, reduction, reversal or other modification of the Fee

and Expense Award, return to the Account, as applicable, either the entirety of the Fee and

Expense Award or the difference between the attorneys’ fees and expenses awarded by the Court

in the Fee and Expense Award on the one hand, and any attorneys’ fees and expenses ultimately

and finally awarded on appeal, further proceedings on remand or otherwise on the other hand.

15. The disposition of the Fee Application is not a material term of this Stipulation,

and it is not a condition of this Stipulation that such application be granted. The Fee Application

may be considered separately from the proposed Stipulation. Any disapproval or modification of

the Fee Application by the Court or on appeal shall not affect or delay the enforceability of this

Stipulation, provide any of the Parties with the right to terminate the Settlement, or affect or

delay the binding effect or finality of the Judgment and the release of the Released Plaintiffs’

Claims. Final resolution of the Fee Application shall not be a condition to the dismissal, with

prejudice, of the Action or effectiveness of the releases of the Released Plaintiffs’ Claims. The

payment of any Fee and Expense Award shall be made without waiver of the right of Del Monte

Corporation and/or the Director Defendants to pursue claims against insurance carriers for such

sum.

16. Co-Lead Counsel warrant that no portion of any Fee and Expense Award shall be

paid to Lead Plaintiff or any Class Member, except as approved by the Court. Co-Lead Counsel

shall allocate the Fee and Expense Award amongst themselves in a manner which they, in good

faith, believe reflects the contributions of such counsel to the prosecution and settlement of the

Action. Defendants and the Released Defendant Parties shall have no input into or responsibility

or liability for the allocation by Co-Lead Counsel of the Fee and Expense Award.

H. Stay Pending Court Approval

17. Lead Plaintiff and Defendants agree to stay the proceedings in the Action and to

stay and not to initiate any other proceedings other than those incident to the Settlement itself

pending the occurrence of the Effective Date. The Parties also agree to use their best efforts to

seek the stay and dismissal of, and to oppose entry of any interim or final relief in favor of any

Class Member in, any other proceedings against any of the Released Defendant Parties which

challenges the Settlement or otherwise asserts or involves, directly or indirectly, a Released

Plaintiffs’ Claim.

I. Termination of Settlement; Effect of Termination

18. The Parties shall each have the right to terminate the Settlement and this

Stipulation by providing written notice of their election to do so to all other Parties within ten

(10) business days of (a) the Court’s declining to enter the Scheduling Order in any material

respect;, (b) the Court’s declining to enter the Judgment in any material respect, (c) the Court’s

entry of the Alternative judgment, (d) the Court’s entry of the Judgment or an Alternative

Judgment but on or following appellate review, remand, collateral attack or other proceedings,

the Judgment or Alternative Judgment is modified or reversed in any material respect, or (e) any

of the other conditions of Section F (other than the occurrence of the Effective Date) are not

satisfied. Neither a modification nor a reversal on appeal of the amount of fees, costs and

expenses awarded by the Court to Co-Lead Counsel shall be deemed a material modification of

the Judgment or this Stipulation.

19. Notwithstanding anything to the contrary set forth above, in the event that the

Court approves the Stipulation and enters the Judgment, but the contributing Defendants fail to

pay the portion of the Settlement Amount for which it is responsible in accordance with this

Stipulation, nothing herein shall be construed to limit or prejudice in any way any of Lead

Plaintiff’s rights to seek enforcement of the terms of the Settlement, including specifically, rights

to sue for breach of contract and for specific performance and/or to seek appropriate legal and/or

equitable relief from the Court to enforce the Settlement.

20. If either: (a) the Effective Date does not occur, (b) this Stipulation is disapproved,

canceled or terminated pursuant to its terms, or (c) the Settlement otherwise does not become

Final for any reason, then the Settlement Amount deposited into the Account shall be refunded

(less any Administrative Costs that have been incurred) by the Paying Agent to contributing

Defendants within ten (10) business days after such cancellation or termination.

21. If the Effective Date does not occur, or if this Stipulation is disapproved, canceled

or terminated pursuant to its terms, or the Settlement otherwise does not become Final for any

reason, all of the Parties shall be deemed to have reverted to their respective litigation status

immediately prior to September 9, 2011, and they shall proceed in all respects as if the

Stipulation had not been executed and the related orders had not been entered, and in that event

all of their respective claims and defenses as to any issue in the Action shall be preserved

without prejudice; provided, however, that Paragraph 26 shall remain in full effect. In the event

the Effective Date does not occur, or this Stipulation is disapproved, canceled or terminated

pursuant to its terms, or the Settlement otherwise does not become Final for any reason,

Defendants reserve the right to oppose certification of any plaintiff class in any future

proceedings (including, but not limited to, in any proceedings in the Action).

J. Miscellaneous Provisions

22. All of the Exhibits attached hereto are material and integral parts hereof and shall

be incorporated by reference as though fully set forth herein.

23. This Stipulation may not be amended or modified, nor may any of its provisions

be waived, except by a written instrument signed by counsel for all Parties or their successors-in-

interest.

24. The headings herein are used for the purpose of convenience only and are not

meant to have legal effect.

25. Lead Plaintiff, on behalf of itself and the other Released Plaintiff Parties, and

Defendants, on behalf of themselves and the other Released Defendant Parties, agree not to

assert whether or not for attribution that the Action was brought or prosecuted by Lead Plaintiff

or defended by Defendants in bad faith or without a reasonable basis. The Parties represent and

agree that the terms of the Settlement were negotiated at arm’s-length and in good faith by the

Parties, and reflect a settlement that was reached voluntarily based upon adequate information

and sufficient discovery and after consultation with experienced legal counsel.

26. Each Party denies any and all allegations of wrongdoing, fault, liability or damage

in the Action. The Parties covenant and agree that neither this Stipulation, nor the fact or any

terms of the Settlement, or any communications relating thereto, is evidence, or an admission or

concession by any Party or their counsel, any Class Member, or any other Released Defendant

Party or Released Plaintiff Party, of any fault, liability or wrongdoing whatsoever, as to any facts

or claims alleged or asserted in the Action, or any other actions or proceedings, or as to the

validity or merit of any of the claims or defenses alleged or asserted in any such action or

proceeding. This Stipulation is not a finding or evidence of the validity or invalidity of any

claims or defenses in the Action, any wrongdoing by any Party, Class Member or other Released

Defendant Party or Released Plaintiff Party, or any damages or injury to any Party, Class

Member or other Released Defendant Party or Released Plaintiff Party. Neither this Stipulation,

nor any of the terms and provisions of this Stipulation, nor any of the negotiations or proceedings

in connection therewith, nor any of the documents or statements referred to herein or therein, nor

the Settlement, nor the fact of the Settlement, nor the Settlement proceedings, nor any statements

in connection therewith, (a) shall (i) be argued to be, used or construed as, offered or received in

evidence as, or otherwise constitute an admission, concession, presumption, proof, evidence, or a

finding of any liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or

omissions on the part of any of the Released Defendant Parties or Released Plaintiff Parties, or of

any infirmity of any defense, or of any damage to Lead Plaintiff or any other Class Member, or

(ii) otherwise be used to create or give rise to any inference or presumption against any of the

Released Defendant Parties or Released Plaintiff Parties concerning any fact or any purported

liability, fault, or wrongdoing of the Released Defendant Parties or Released Plaintiff Parties or

any injury or damages to any person or entity, or (b) shall otherwise be admissible, referred to or

used in any proceeding of any nature, for any purpose whatsoever; provided, however, that the

Stipulation, Judgment and/or Alternative Judgment may be introduced in any proceeding,

whether in the Court or otherwise, as may be necessary to argue and establish that the

Stipulation, Judgment and/or Alternative Judgment has res judicata, collateral estoppel or other

issue or claim preclusion effect or to otherwise consummate or enforce the Settlement, Judgment

and/or Alternative Judgment or to secure any insurance rights or proceeds of any of the Released

Defendant Parties or Released Plaintiff Parties or as otherwise required by law.

27. The consummation of the Settlement as embodied in this Stipulation shall be

under the authority of the Court, and the Court shall retain jurisdiction for the purpose of

entering orders providing for an award of attorneys’ fees and expenses to Co-Lead Counsel and

enforcing the terms of this Stipulation.

28. Without further Order of the Court, the Parties may agree to reasonable

extensions of time to carry out any of the provisions of this Stipulation.

29. To the extent permitted by law, all agreements made and orders entered during the

course of the Action relating to the confidentiality of documents or information shall survive this

Stipulation.

30. The waiver by any Party of any breach of this Stipulation by any other Party shall

not be deemed a waiver of any other prior or subsequent breach of any provision of this

Stipulation by any other Party.

31. This Stipulation and the Exhibits constitute the entire agreement between the

Lead Plaintiff, on the one hand, and the Defendants, on the other hand, and supersede any prior

agreements among the Lead Plaintiff, on the one hand, and the Defendants, on the other hand,

with respect to the Settlement. No representations, warranties or inducements have been made to

or relied upon by any Party concerning this Stipulation or its Exhibits, other than the

representations, warranties and covenants expressly set forth in such documents.

32. This Stipulation may be executed in one or more counterparts, including by

facsimile and electronic mail.

33. The Parties and their respective counsel of record agree that they will use their

reasonable best efforts to obtain all necessary approvals of the Court required by this Stipulation

(including, but not limited to, using their reasonable best efforts to resolve any objections raised

to the Settlement).

34. Co-Lead Counsel and Defendants’ Counsel agree to cooperate fully with one

another and use best efforts in seeking Court approval of the Scheduling Order, the Stipulation

and the Settlement, and to promptly agree upon and execute all such other documentation as may

be reasonably required to obtain Final approval by the Court of the Settlement.

35. Lead Plaintiff and Co-Lead Counsel represent and warrant that Lead Plaintiff is a

member of the Settlement Class and that none of Lead Plaintiff’s claims or causes of action

referred to in this Stipulation have been assigned, encumbered, or otherwise transferred in any

manner in whole or in part.

36. Each counsel signing this Stipulation represents and warrants that such counsel

has been duly empowered and authorized to sign this Stipulation on behalf of his or her clients.

37. This Stipulation shall not be construed more strictly against one Party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the Parties, it being recognized that it is the result of arm’s-length negotiations

between the Parties, and all Parties have contributed substantially and materially to the

preparation of this Stipulation.

38. This Stipulation is and shall be binding upon and shall inure to the benefit of the

Released Defendant Parties and the Released Plaintiff Parties (including the Class Members) and

the respective legal representatives, heirs, executors, administrators, transferees, successors and

assigns of all such foregoing persons and entities and upon any corporation, partnership, or other

entity into or with which any party may merge, consolidate or reorganize.

39. Each Defendant contributing to the Settlement Amount warrants that, as to the

payments made by or on behalf of it, at the time of such payment that the Defendant made or

caused to be made such payment, it was not insolvent, nor will the payment required to be made

by it render such Defendant insolvent, within the meaning of an/or for the purposes of the United

States Bankruptcy Code, including §§ 101 and 547 thereof. This warranty is made by each such

Defendant and not by such Defendant’s counsel.

40. This Stipulation, the Settlement, and any and all disputes arising out of or relating

in any way to this Stipulation or Settlement, whether in contract, tort or otherwise, shall be

governed by and construed in accordance with the laws of the State of Delaware, without regard

to conflicts of law principles. Any action or proceeding to enforce any of the terms of the

Stipulation or Settlement, or any other action or proceeding among the Parties arising out of or

relating in any way to this Stipulation or the Settlement, shall (i) be brought, heard and

determined exclusively in the Court, which shall retain jurisdiction over the Parties and all such

disputes (provided that, in the event that subject matter jurisdiction is unavailable in the Court,

then any such action or proceeding shall be brought, heard and determined exclusively in any

other state or federal court sitting in Wilmington, Delaware) and (ii) shall not be litigated or

otherwise pursued in any forum or venue other than the Court (or, if subject matter jurisdiction is

unavailable in the Court, then in any forum or venue other than any other state or federal court

sitting in Wilmington, Delaware). Each Party hereto (1) consents to personal jurisdiction in any

such action (but in no other action) brought in this Court; (2) consents to service of process by


IN RE DEL MONTE FOODS COMPANY SHAREHOLDER LITIGATION

Consolidated C.A. No. 6027-VCL

SCHEDULING ORDER

The parties to the above-captioned action (the “Action”) arising out of the acquisition of

Del Monte Foods Company (“Del Monte”) having applied pursuant to Delaware Court of

Chancery Rule 23(e) for an order approving the settlement of the Action in accordance with the

Stipulation and Agreement of Compromise and Settlement entered into by the parties on October

5, 2011 (the “Stipulation”), and for dismissal of the Action on the merits with prejudice upon the

terms and conditions set forth in the Stipulation (the “Settlement”); the Stipulation contemplating

certification by this Court of a Settlement Class (defined below) in the Action; and the Court

having read and considered the Stipulation and accompanying documents; and all parties having

consented to the entry of this Order,

NOW, THEREFORE, this __ day of _________, 2011, upon application of the parties,

IT IS HEREBY ORDERED that:

1. Except for terms defined herein, the Court adopts and incorporates the definitions

in the Stipulation for purposes of this Order.

2. For purposes of settlement only, the Action shall be maintained as a non-opt-out

class action under Court of Chancery Rules 23(a) and 23(b)(1) and (b)(2) on behalf of the

following class (the “Settlement Class”):

Any and all Del Monte stockholders who were record holders or beneficial owners of Del Monte common stock at any time between and including November 25, 2010 and the Closing (regardless of the date of purchase of Del


Monte stock), and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, but excluding Defendants; the Immediate Family members of the Director Defendants; the parents, subsidiaries and affiliates of the Sponsors, Barclays, and Del Monte, and each of their current or former directors, executive officers, partners and members; any person, firm, trust, corporation or other entity in which any Defendant has, or had during the Settlement Class Period, a controlling interest; and the legal representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns of any such excluded party.

3. The Court reappoints Lead Plaintiff as class representative for the Settlement

Class. The Court reappoints Co-Lead Counsel as counsel for the Settlement Class.

4. A hearing (the “Settlement Hearing”) will be held on December 1, 2011, at __:__

_.m., in the Court of Chancery, New Castle County Courthouse, 500 North King Street,

Wilmington, Delaware, 19801, to: (a) determine whether to certify the Settlement Class as a

non-opt-out class pursuant to Court of Chancery Rule 23(a), 23(b)(1) and 23(b)(2); (b) determine

whether the Court should approve the Settlement as fair, reasonable and adequate; (c) determine

whether Lead Plaintiff and Co-Lead Counsel have adequately represented the interests of the

Settlement Class in the Action; (d) determine whether final judgment should be entered

dismissing the Action and the Released Plaintiffs’ Claims as to the Released Defendant Parties

with prejudice as against Lead Plaintiff and the Settlement Class, releasing the Released

Plaintiffs’ Claims, and barring and enjoining prosecution of any and all Released Plaintiffs’

Claims (as provided in the Stipulation); (e) hear and determine any objections to the Settlement

or the application of Co-Lead Counsel for an award of attorneys’ fees and expenses; (f) consider

the application by Co-Lead Counsel for attorneys’ fees and reimbursement of expenses; and

(g) rule on such other matters as the Court may deem appropriate.

5. The Court may adjourn and reconvene the Settlement Hearing, including the

consideration of the application for attorneys’ fees, without further notice to Class Members

other than by oral announcement at the Settlement Hearing or any adjournment thereof.

6. The Court may approve the Settlement, according to the terms and conditions of

the Stipulation, as it may be modified by the parties thereto, with or without further notice to

Class Members. Further, the Court may render its final judgment dismissing the Action and the

Released Plaintiffs’ Claims with prejudice (as provided in the Stipulation), approving releases by

Lead Plaintiff and the Settlement Class of claims against the Released Defendant Parties, and

ordering the payment of attorneys’ fees and expenses, all without further notice.

7. The Court approves, in form and substance, the Notice of Pendency and Proposed

Settlement of Class Action (the “Notice”) substantially in the form attached as Exhibit B to the

Stipulation, and the Summary Notice of Pendency and Proposed Settlement of Class Action (the

“Summary Notice”) substantially in the form attached as Exhibit C to the Stipulation.

8. The Court finds that the mailing and publication of the Notice in substantially the

manner set forth in paragraphs 9 and 10 of this Order and the publication of the Summary Notice

in substantially the manner set forth in paragraph 11 of this Order constitute the best notice

practicable under the circumstances to all persons entitled to such notice of the Settlement

Hearing and the proposed Settlement, and meets the requirements of Court of Chancery Rule 23

and of due process.

9. As soon as practicable after the date of entry of this Order, and in no event more

than fourteen (14) days from the entry date, Lead Plaintiff shall cause the Notice along with a

proof of claim form (the “Proof of Claim”), substantially in the form attached as Exhibit C to the

Stipulation, to be mailed by United States mail, first class, postage pre-paid, to each person who

is shown on the records of Del Monte, its successors in interest or their respective transfer

agents, to be a record owner of any shares of common stock of Del Monte (the “Shares”) on the

date of the Closing of the Merger at his, her or its last known address appearing in the stock

transfer records maintained by or on behalf of Del Monte. Del Monte Corporation shall make

reasonable efforts to obtain and provide to Lead Plaintiff a list of non-objecting beneficial

owners of Del Monte stock as of a date during the class period and, to the extent it receives such

a list from Del Monte within (5) business days of the entry of this Order, Lead Plaintiff shall

cause the Notice to be mailed by United States mail, first class, postage pre-paid to all persons

included on such list. All record holders in the Settlement Class who were not also the beneficial

owners of any Shares held by them of record shall be requested in the Notice to forward the

Notice to such beneficial owners of those Shares.

10. The Parties shall provide further notice to the Settlement Class within 14 days of

the entry of this Order by: (a) causing the Notice to be placed on Co-Lead Counsel’s respective

websites; (b) causing Del Monte Corporation to place the Notice on its website; (c) causing the

Summary Notice to be published once in a national edition of Investors’ Business Daily; and (d)

issuing a press release on PR Newswire announcing the Settlement and informing Settlement

Class members how to obtain a copy of the Notice and the Proof of Claim.

12. At least twenty (20) calendar days prior to the Settlement Hearing, the Parties

shall file any opening briefs in support of the proposed Settlement, and Co-Lead Counsel shall

file their application for an award of attorneys’ fees and expenses, including any supporting

affidavits.

13. At least ten (10) calendar days prior to the date of the Settlement Hearing, the

Defendants shall file any opposition to the application for an award of attorneys’ fees and

expenses filed by Co-Lead Counsel, including any supporting affidavits.

14. At least ten (10) calendar days prior to the date of the Settlement Hearing, Lead

Plaintiff shall file with the Court proof of mailing of the Notice and proof of publication of the

Summary Notice.

15. At least five (5) calendar days prior to the date of the Settlement Hearing, Co-

Lead Counsel shall file any reply in support of their application for an award of attorneys’ fees

and expenses.

16. At the Settlement Hearing, any Class Member who desires to do so may appear

personally or by counsel, and show cause, if any, why the Settlement Class should not be

permanently certified, pursuant to Court of Chancery Rules 23(a) and 23(b)(1) and (b)(2) as a

non-opt-out settlement class; why the Settlement of the Action in accordance with and as set

forth in the Stipulation should not be approved as fair, reasonable and adequate and in the best

interests of the Settlement Class; why the Judgment should not be entered in accordance with

and as set forth in the Stipulation; or why the Court should not grant an award of reasonable

attorneys’ fees and expenses to Co-Lead Counsel for their services and actual expenses incurred

in the Action; provided, however, that unless the Court in its discretion otherwise directs, no

Class Member, or any other person, shall be entitled to contest the approval of the terms and

conditions of the Settlement or (if approved) the Judgment to be entered thereon, or the

allowance of fees and expenses to Co-Lead Counsel, and no papers, briefs, pleadings or other

documents submitted by any Class Member or any other person (excluding a party to the

Stipulation) shall be received or considered, except by order of the Court for good cause shown,

unless, no later than ten (10) calendar days prior to the Settlement Hearing, such person files

with the Register in Chancery, Court of Chancery, 500 North King Street, Wilmington, DE,

19801, and serves upon the attorneys listed below: (a) a written notice of intention to appear; (b)

proof of membership in the Settlement Class; (c) a detailed statement of objections to any matter

before the Court; and (d) the grounds therefor or the reasons for wanting to appear and be heard,

as well as all documents or writings the Court shall be asked to consider. These writings must

also be served, on or before such filing with the Court, by hand or overnight mail upon the

following attorneys:

Stuart M. Grant, Esq. Grant & Eisenhofer P.A. 1201 North Market Street Wilmington, Delaware 19801

Kenneth J. Nachbar, Esq. Morris Nichols Arsht & Tunnell LLP 1201 North Market Street Wilmington, Delaware 19801

Randall J. Baron, Esq. Robbins Gellar Rudman Berger & Dowd LLP 655 West Broadway, Suite 1900 San Diego, CA 92101

Raymond J. DiCamillo, Esq. Richards Layton & Finger PA One Rodney Square 920 North King Street Wilmington, Delaware 19801

Collins J. Seitz, Jr., Esq. Seitz Ross Aronstam & Moritz, LLP 100 S. West Street, Suite 400 Wilmington, Delaware 19801

Michael D. Goldman, Esq. Potter Anderson & Corroon LLP. 1313 Market Street Hercules Plaza, 6th Floor P.O. Box 951 Wilmington, Delaware 19899

17. Any person who fails to object in the manner described in paragraph 16 above

shall be deemed to have waived the right to object (including any right of appeal) and shall be

forever barred from raising such objection in this or any other action or proceeding. Class

Members who do not object need not appear at the Settlement Hearing or take any other action to

indicate their approval.

18. All proceedings in the Action, other than proceedings as may be necessary to

carry out the terms and conditions of the Stipulation, are hereby stayed and suspended until

further order of this Court.

________________________________

Vice Chancellor J. Travis Laster




NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION

TO: ANY AND ALL PERSONS OR ENTITIES WHO WERE RECORD HOLDERS OR BENEFICIAL OWNERS OF DEL MONTE COMMON STOCK AT ANY TIME BETWEEN AND INCLUDING NOVEMBER 25, 2010 AND MARCH 8, 2011 (REGARDLESS OF THE DATE OF PURCHASE OF DEL MONTE COMMON STOCK), AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM, EXCEPT FOR THOSE PERSONS AND ENTITIES EXCLUDED FROM THE SETTLEMENT CLASS DEFINED BELOW.

PLEASE READ ALL OF THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS ACTION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT DESCRIBED BELOW, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT, OR PURSUING THE RELEASED PLAINTIFFS’ CLAIMS (AS DEFINED HEREIN) AGAINST THE RELEASED DEFENDANT PARTIES (AS DEFINED HEREIN).

IF YOU HELD DEL MONTE COMMON STOCK FOR THE BENEFIT OF OTHERS, READ THE SECTION BELOW ENTITLED “INSTRUCTIONS TO BROKERS AND OTHERS WHO HELD FOR THE BENEFIT OF OTHERS.”

I. PURPOSE OF NOTICE

The purpose of this Notice is to inform you of the proposed settlement (the “Settlement”) of the above-captioned lawsuit (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”).Pursuant to the Settlement, NECA-IBEW Pension Fund (The Decatur Plan) (“Lead Plaintiff”), on its own behalf and on behalf of all members of the settlement class (as further defined below, the “Settlement Class”), has agreed to dismiss with prejudice its claims against Del Monte Corporation, Richard G. Wolford (“Wolford”), Victor L. Lund (“Lund”), Joe L. Morgan (“Morgan”), David R. Williams (“Williams”), Timothy G. Bruer (“Bruer”), Mary R. Henderson (“Henderson”), Sharon L. McCollam (“McCollam”), Samuel H. Armacost (“Armacost”), Terence D. Martin (“Martin”) (together with Wolford, Lund, Morgan, Williams, Bruer, Henderson, McCollam and Armacost, the “Director Defendants”), Barclays Capital Inc. (“Barclays”),Blue Acquisition Group, Inc., Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”), Centerview Capital L.P. (named in the Action as Centerview Partners (“Centerview”), and Blue Merger Sub (collectively, the “Defendants”), which relate to the sale of Del Monte Foods Company (“Del Monte”) to private equity funds affiliated with KKR, Vestar, and Centerview (collectively, the “Sponsors”) for $19 per share in cash. In consideration of the Settlement, Defendants have agreed to cause the sum of $89,400,000.00 to be paid for benefit of the Settlement Class (as defined below).

This Notice also informs you of the Court’s preliminary certification of the Settlement Class (as defined below) for purposes of the Settlement, and notifies you of your right to participate in a hearing to be held on December 1, 2011, at __:__ _.m., before the Court in the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801 (the “Settlement Hearing”) to determine whether the Court should approve the Settlement as fair, reasonable and adequate and in the best interests of the Settlement Class,


whether Lead Plaintiff and the law firms of Grant & Eisenhofer P.A. and Robbins Geller Rudman & Dowd LLP (together, “Co-Lead Counsel”) have adequately represented the interests of the Settlement Class in the Action, and to consider other matters, including a request by Co-Lead Counsel for an award of attorneys’ fees and reimbursement of expenses incurred in connection with the prosecution of the Action.

The parties have agreed for purposes of this Settlement only that the Action shall be preliminarily maintained as a non-opt-out class action under Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2), by Lead Plaintiff as Settlement Class representative, on behalf of a Settlement Class consisting of:

Any and all Del Monte stockholders who were record holders or beneficial owners of Del Monte common stock at any time between and including November 25, 2010 and the Closing (regardless of the date of purchase of Del Monte stock), and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, but excluding Defendants; the Immediate Family members of the Defendants Wolford, Lund, Morgan, Williams, Bruer, Henderson, McCollam, Armcost, or Martin; the parents, subsidiaries and affiliates of the Sponsors, Barclays, and Del Monte, and each of their current or former directors, executive officers, partners and members; any person, firm, trust, corporation or other entity in which any Defendant has, or had during the Settlement Class Period, a controlling interest; and the legal representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns of any such excluded party..

At the Settlement Hearing, among other things, the Court will consider whether the Settlement Class should be finally certified under Court of Chancery Rule 23 and whether Lead Plaintiff and Co-Lead Counsel have adequately represented the Class.

This Notice describes the rights you may have under the Settlement and what steps you may, but are not required to, take in relation to the Settlement.

If the Court approves the Settlement, the parties to the Action (the “Parties”) will ask the Court at the Settlement Hearing to enter an Order dismissing all claims asserted in the Action with prejudice on the merits.

If you are a member of the Settlement Class (a “Class Member”), you will be bound by any judgment entered in the Action whether or not you actually receive this Notice. You may not opt out of the Class.

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT.

IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE

UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE

MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.

II. BACKGROUND OF THE ACTION

A. On November 25, 2010, the Sponsors and Del Monte issued a joint press release announcing that the Sponsors and Del Monte entered into an agreement and plan of merger (the “Merger Agreement”) whereby the Sponsors would acquire Del Monte for $19.00 per share in cash.

B. From November 2010 to January 10, 2011, Barclays conducted a 45-day go-shop process on behalf of Del Monte (the “First Go-Shop”), during which Barclays contacted 53 potential acquirers regarding their interest in submitting a bid for Del Monte. None submitted a bid.

C. Between November 30, 2010 and December 21, 2010, seven putative class actions, including an action filed by Lead Plaintiff, captioned NECA-IBEW Pension Fund (The Decatur Plan) v. Del Monte Foods Company, C.A.

No. 6068-VCL, were commenced in the Court on behalf of shareholders of Del Monte, challenging the Merger (as defined herein) as a product of alleged breaches of fiduciary duties by the Del Monte Board.

D. Between December 1, 2010 and December 10, 2010, six putative class action complaints were filed in California Superior Court, County of San Francisco on behalf of shareholders of Del Monte. These cases were captioned Rieth v. Del Monte Foods Company, et al. (CGC-10-505723), Germanos v. Del Monte Foods Company, et

al. (CGC-10-505725), Nadoff v. Richard G. Wolford, et al. (CGC-10-505737), Kaiman v. Del Monte Foods

Company, et al. (CGC-10-505726), Franklin, et al. v. Richard G. Wolford et al. (No. CGC-10-506066) and Sinor v.

Richard G. Wolford, et al. (CGC-10-505735) (collectively the “California State Actions”). Each of the California State Actions except for Franklin, et al. v. Richard G. Wolford et al. (No. CGC-10-506066) has been voluntarily dismissed. Franklin, et al. v. Richard G. Wolford et al. (No. CGC-10-506066) was stayed pending resolution of In re

Del Monte Foods Company Shareholders Litigation (C.A. No. 6027-VCL) on February 28, 2011.

E. Between December 20, 2010 and January 21, 2011, two putative stockholder class action complaints were filed in the United States District Court for the Northern District of California. The complaints alleged federal securities violations (under Rule 14a-9 of the Securities Exchange Act of 1934 and, in the case of the latter-filed complaint, under Section 20(a) of the Securities Exchange Act) and also asserted common law claims. These cases were captioned Heintz, et al. v. Richard G. Wolford, et al. (No. CV-10-5789) and Dallas Faulkner, et al. v. Richard G.

Wolford, et al. (No. CV-11-0326). On June 1, 2011, both cases were consolidated under the caption In re Del Monte

Foods Company Shareholder Litigation (No. CV-5789), which was voluntarily dismissed on June 6, 2011 (together with the Heintz and Faulkner cases the “California Federal Actions”).

F. On December 15, 2010, Del Monte filed a Schedule 14A Preliminary Proxy Statement (the “Preliminary Proxy Statement”) with the United States Securities and Exchange Commission (the “SEC”) regarding the Merger.

G. On December 28, 2010, Lead Plaintiff filed a Motion for Consolidation, Appointment of NECA-IBEW Pension Fund as Lead Plaintiff and for Appointment of New Lead Counsel, which sought the consolidation of the previously filed putative class actions into the above-captioned action styled In re Del Monte Foods Company

Shareholder Litigation, C.A. No. 6027-VCL (the “Action”), the appointment of NECA-IBEW as Lead Plaintiff, and the appointment of Grant & Eisenhofer, P.A. and Robbins Geller Rudman & Dowd LLP as Co-Lead Counsel (the “Consolidation Motion”).

H. By Order dated December 31, 2010, the Court granted Lead Plaintiff’s Consolidation Motion.

I. On January 10, 2011, Lead Plaintiff filed its Consolidated Verified Class Action Complaint (the “Complaint”) alleging that the Director Defendants, aided and abetted by KKR, Vestar, and Centerview, breached their fiduciary duties by, inter alia, voting to approve the Merger and by making false and misleading statements and omissions in the Preliminary Proxy Statement.

J. Also on January 10, 2011, the Court entered a scheduling order expediting discovery in this Action. Pursuant to the Court’s Order, Lead Plaintiff was required to complete all fact discovery pertaining to Lead Plaintiff’s motion to preliminarily enjoin the stockholder vote by January 28, 2011, file its motion for a preliminary injunction on February 2, 2011 and prepare for a hearing on its preliminary injunction motion to be held on February 11, 2011.

K. Thereafter, discovery ensued in earnest. During the month of January 2011, Co-Lead Counsel represents that it devoted substantial resources to obtain and review approximately 250,000 pages of documents produced by Defendants and third-parties, including Barclays. Co-Lead Counsel also took seven depositions, including one member of the Del Monte Board and one member of Del Monte senior management, two representatives of Barclays, one representative of Perella Weinberg Partners LP (“Perella”) and one representative of KKR and Vestar respectively.

L. On January 12, 2011, Del Monte issued its Definitive Proxy Statement in connection with the Merger (the “Proxy”). The Proxy provided for a special meeting of Del Monte shareholders to vote on the Merger to be held on February 15, 2011.

M. On February 2, 2011, Lead Plaintiff filed its motion for a preliminary injunction seeking, inter alia, to enjoin the shareholder vote scheduled for February 15, 2011.

N. On February 4, 2011, Del Monte issued a supplement to the Proxy (the “Supplemental Proxy”), which stated that it contained additional disclosures, including facts learned by Del Monte as a result of discovery in this Action concerning, inter alia, the Del Monte Board’s decisions to allow Vestar to participate in a joint bid with KKR and Centerview and to permit Barclays to participate in the financing in connection with the Merger.

O. On February 11, 2011, the Court conducted a hearing on Lead Plaintiff’s motion for a preliminary injunction.

P. On February 14, 2011, the Court granted in part Lead Plaintiff’s motion for a preliminary injunction, enjoining the shareholder vote in connection with the Merger for a period of twenty days and further enjoining the enforcement of certain specified deal protection devices contained in the Merger Agreement during that twenty-day period. The injunction was conditioned on Lead Plaintiff’s posting a bond in the amount of $1.2 million, which amount was posted by Co-Lead Counsel.

Q. On February 17, 2011, the Del Monte Board reviewed the Court’s decision to preliminarily enjoin the shareholder vote and voluntarily engaged Perella to conduct a second go-shop process (the “Second Go-Shop”).

R. On February 18, 2011, Lead Plaintiff filed the Amended Consolidated Verified Class Action Complaint (the “Amended Complaint”), which incorporated additional factual allegations, which Lead Plaintiff represents were derived from discovery and from the Supplemental Proxy. The Amended Complaint added Barclays as a Defendant and asserted claims against Barclays for aiding and abetting the Director Defendants’ breaches of fiduciary duty and for tortious interference with certain confidentiality agreements between the Sponsors and Del Monte.

S. Immediately thereafter, Lead Plaintiff continued to pursue discovery. Co-Lead Counsel represents that it reviewed over 650,000 additional pages of documents produced by Defendants subsequent to the filing of the Amended Complaint. Defendants also responded to interrogatories and requests for admission propounded by Lead Plaintiff.

T. On March 3, 2011, Del Monte announced that Perella had completed the Second Go-Shop and that, after contacting 70 potentially interested parties, no alternative bidder had emerged.

U. On March 7, 2011 a putative class action alleging violations of state and federal antitrust laws was filed on behalf of Del Monte shareholders in United States District Court for the Northern District of California, captioned Pipe Fitters Local Union No. 120 Pension Fund v. Barclays Capital Inc., et al., No. 4: 11-cv-01064-CW (the “Antitrust Action”). Plaintiffs in the Antitrust Action subsequently filed an amended complaint. On August 30, 2011, the judge in the Antitrust Action dismissed the amended complaint without prejudice and with leave to file another amended complaint.

V. On March 7, 2011, the special meeting of Del Monte shareholders was reconvened, and 75.15% of the company’s shareholders approved the proposal to adopt the Merger Agreement.

W. On March 8, 2011, Del Monte completed its merger with Blue Merger Sub Inc., a direct subsidiary of Blue Acquisition Group, Inc., pursuant to the terms of the Merger Agreement, with Del Monte being the surviving

corporation. As a result, Del Monte became a wholly-owned subsidiary of Blue Acquisition Group, Inc., an entity indirectly controlled by affiliates of KKR, Centerview and Vestar, and the interests of Del Monte shareholders were converted into the right to receive the specified merger consideration.

X. On April 26, 2011, Del Monte Foods Company merged with and into Del Monte Corporation, with Del Monte Corporation as the surviving entity. On July 27, 2011, Del Monte Corporation, as successor in interest to Del Monte Foods Company, was added as a party defendant pursuant to Delaware Court of Chancery Rule 21.

Y. Between March 25, 2011 and June 7, 2011, Lead Plaintiff briefed and argued a motion for an interim award of attorneys’ fees and expenses, seeking a $12 million interim fee award to be paid by Del Monte or its successor in interest, Del Monte Corporation. The motion was granted, in part. By order dated July 27, 2011, the Court granted an award of $2.75 million in fees to be paid to Co-Lead Counsel by Del Monte Corporation, as successor in interest to Del Monte, on behalf of itself and the Director Defendants, in consideration for Co-Lead Counsel’s role in obtaining the supplemental disclosures in the Supplemental Proxy. The Court denied, without prejudice, the remaining portion of the motion, which sought an award of fees to be paid by Del Monte in respect of Co-Lead Counsel’s role in obtaining injunctive relief delaying the shareholder vote on the Merger and temporarily enjoining enforcement of certain deal protections.

Z. Between May 31 and September 9, 2011, while discovery was ongoing, the Parties engaged in extensive, arm’s-length negotiations, including participation in several mediation sessions, in an attempt to resolve the Action.

AA. On September 9, 2011, the Parties reached an agreement in principle to fully and finally settle the Action, which is memorialized in the Stipulation And Agreement Of Compromise And Settlement (the “Stipulation”).

BB. The Stipulation is intended fully, finally and forever to resolve, discharge and settle the Released Plaintiffs’ Claims (as defined herein) and the Released Defendants’ Claims (as defined herein) with prejudice. It is the intention of the Parties that the Settlement will release all claims that were alleged or could have been alleged in the Action, the California State Actions (as defined above), California Federal Actions (as defined above), and the Antitrust Action (as defined above).

CC. The entry by Lead Plaintiff and Defendants into the Stipulation is not, and shall not be construed as or deemed to be evidence of, an admission as to the merit or lack of merit of any claims or defenses asserted in the Action.

DD. Co-Lead Counsel have conducted an investigation and pursued discovery relating to the claims and the underlying events and transactions alleged in the Action. Co-Lead Counsel have analyzed the evidence adduced during their investigation and through discovery, and have researched the applicable law with respect to Lead Plaintiff and the Settlement Class. In negotiating and evaluating the terms of the Stipulation, Co-Lead Counsel considered the significant legal and factual defenses to Lead Plaintiff’s claims. Co-Lead Counsel have received sufficient information to evaluate the merits of this proposed Settlement. Based upon their evaluation, Co-Lead Counsel have determined that the Settlement set forth in the Stipulation is fair, reasonable and adequate and in the best interests of all Class Members, and that it confers substantial benefits upon the Class Members.

EE. Defendants deny any and all allegations of wrongdoing, fault, liability or damage whatsoever; deny that they engaged in, committed or aided or abetted the commission of any breach of duty, wrongdoing or violation of law; deny that Lead Plaintiff or any of the other Class Members suffered any damage whatsoever; deny that they acted improperly in any way; believe that they acted properly at all times; maintain that they complied with their fiduciary duties; maintain that they have complied with federal and state laws; and maintain that they have committed no disclosure violations or any other breach of duty or wrongdoing whatsoever in connection with the Merger. Specifically, Barclays and the Director Defendants deny that they acted contrary to the best interests of Del Monte and

its stockholders and Defendants further believe that the sale process leading up to the Merger achieved the best price reasonably available for Del Monte stockholders.

FF. Defendants enter into the Stipulation solely to eliminate the uncertainties, burden and expense of further litigation. Nothing in the Stipulation shall be construed as any admission by any of the Defendants of wrongdoing, fault, liability, or damages whatsoever. Nothing in the Stipulation shall be construed as an allocation of fault or liability between or among the Defendants.

III. THE BENEFITS OF THE SETTLEMENT

In consideration of the Settlement, Defendants have agreed to cause the sum of $89,400,000.00 (the “Settlement Amount”) to be paid for the benefit of the Settlement Class. Del Monte shall fund sixty five million seven hundred thousand dollars ($65,700,000) of the Settlement Amount in cash, which shall include the payment by Del Monte of certain amounts previously withheld at Closing, and Barclays shall fund twenty three million seven hundred thousand dollars ($23,700,000) of the Settlement Amount in cash. The Settlement Amount, less any Fee and Expense Award approved by the Court and Administrative Costs (the “Net Settlement Amount”), will be distributed as follows, as set forth in Section B.2 , Settlement Consideration, of the Stipulation:

(a) Settlement Payment

(i) Within five (5) business days after entry of the Scheduling Order, $400,000 of the Settlement Amount shall be deposited into the Account, provided that Co-Lead Counsel has timely provided complete wire transfer information and instructions (the “Administration Fund”). The Administration Fund shall be used by Co-Lead Counsel or its designees only to pay Administrative Costs and distributing the Net Settlement Amount to Settlement Payment Recipients.

(ii) Within (a) five (5) business days after entry of the Judgment or (b) fifteen (15) business days after entry of the Alternative Judgment (in the event that none of the Parties hereto elects to terminate this Stipulation as provided in Section I below), the remaining Settlement Amount shall be deposited (net of the $400,000 Administration Fund advancement provided for in subsection (i), above) into the Account, provided that Co-Lead Counsel has timely provided complete wire transfer information and instructions. The Account (the “Settlement Fund”) shall be administered by a paying agent chosen by Co-Lead Counsel (the “Paying Agent”) and shall be used (i) to pay any Fee and Expense Award, (ii) Administrative Costs, and (iii) following the payment of (i) and (ii) herein, for subsequent disbursement of the Net Settlement Amount to the Settlement Payment Recipients as provided in Paragraph 2(b) herein.

(iii) Apart from the payment of the Settlement Amount in accordance with this Section (B)(2)(a), Defendants shall have no further monetary obligation to Lead Plaintiff or the Class Members or Co-Lead Counsel under this Settlement.

(b) Distribution of the Settlement Fund

Upon the Effective Date, the Net Settlement Amount will be disbursed by the Paying Agent to the Settlement Payment Recipients and will be allocated on a per-share basis amongst the Settlement Payment Recipients who have returned a valid Proof of Claim, attached hereto, based on the number of shares of Del Monte common stock, held by the applicable Settlement Payment Recipient upon the Closing (provided that if a Settlement Payment Recipient held shares of Del Monte common stock in registered form and has not submitted a letter of transmittal as of the Effective Date, such payment shall be allocated to such Settlement Payment Recipient but will not be remitted until such Settlement Payment Recipient has submitted its letter of transmittal and its share certificates for exchange) (the “Initial Distribution”). Defendants shall have no input,

responsibility or liability for any claims, payments or determinations by the Paying Agent in respect of Class Member claims for payment under this Settlement. If, after Lead Plaintiff and/or the Paying Agent have made reasonable efforts to have Settlement Payment Recipients claim their payments, the amount of the Net Settlement Amount that remains unclaimed by the Settlement Payment Recipients (the “Unclaimed Amount”)exceeds $500,000 after a period of six (6) months after the Initial Distribution, then the Unclaimed Amount will be re-disbursed by the Paying Agent for payment to all Settlement Payment Recipients, who claimed their payments in the Initial Distribution, on a pro rata basis. If, however, after a period of six (6) months after the Initial Distribution, the amount of the Unclaimed Amount is equal to or less than $500,000, or if any of the Unclaimed Amount remains unclaimed after the re-disbursement described in the preceding sentence, then any such unclaimed amount of the Net Settlement Amount shall be donated to the Delaware Combined Campaign for Justice as a charitable donation.

(c) Proof of Claim

Any Settlement Payment Recipient who wishes to participate in the distribution of the Net Settlement Amount shall submit to the Paying Agent a completed Proof of Claim in the form attached hereto no later than February 1, 2012. Any Proof of Claim submitted to the Paying Agent after such date may be rejected as untimely.

(d) Costs of Distribution and Reservation of Rights

Lead Plaintiff or its designee shall pay out of the Account any and all costs associated with the allocation and distribution of the Net Settlement Amount (including the costs of any re-distribution of the Net Settlement Amount and the costs associated with any charitable donation). The Settlement Amount and the costs associated with allocating and distributing the Settlement Amount shall be paid without waiver of any right of Del Monte Corporation and/or the Director Defendants’ to pursue claims against their insurance carriers for this sum.

As set forth in the Stipulation:

1. “Settlement Payment Recipients” means all Settlement Class Members who were shareholders of record of Del Monte common stock at the Closing, who received consideration in the Merger upon exchange of Del Monte common stock and who submitted a valid Proof of Claim to the Paying Agent.

2. “Settlement Class Member” or “Class Member” means a member of the Settlement Class (defined above).

IV. RELEASES

The Stipulation provides that upon the Effective Date (defined below), Lead Plaintiff and all Class Members, on behalf of themselves, their legal representatives, heirs, executors, administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon fully, finally and forever, release, settle and discharge the Released Defendant Parties (defined below) from and with respect to every one of the Released Plaintiffs’ Claims (defined below), and shall thereupon be forever barred and enjoined from commencing, instituting or prosecuting any Released Plaintiffs’ Claims against any of the Released Defendant Parties.


1. “Effective Date” means the first business day following the date the Judgment (defined below) or Alternative Judgment (defined below) becomes Final (defined below).

2. “Judgment” means the Order and Final Judgment to be entered in the Action in all material respects in the form attached as Exhibit D to the Stipulation.

3. “Final,” when referring to the Judgment, means entry of the Judgment, the expiration of any time for appeal or review of the Judgment, or, if any appeal is filed and not dismissed or withdrawn, after the Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or other review, and the time for any petition for reargument, appeal or review of the Judgment or any order affirming the Judgment has expired; or, in the event that the Court enters a judgment in a form other than the form attached hereto as Exhibit D (“Alternative Judgment”) and none of the Parties hereto elects to terminate the Stipulation as provided in Section I of the Stipulation, the expiration of any time for appeal or review of the Alternative Judgment, or if an appeal is filed and not dismissed or withdrawn, after the Alternative Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or other review, and the time for any petition for reargument, appeal or review of the Alternative Judgment or any order affirming the Alternative Judgment has expired; provided, however, that any disputes or appeals relating solely to the amount, payment or allocation of attorneys’ fees and expenses shall have no effect on finality for purposes of determining the date on which the Judgment or an Alternative Judgment becomes Final and shall not otherwise prevent, limit or otherwise affect the Judgment or an Alternative Judgment or prevent, limit, delay or hinder entry of the Judgment or an Alternative Judgment.

4. “Released Defendant Parties” means (i) any and all of the Defendants, each Director Defendant’s Immediate Family members, and each Defendant’s past or present, direct or indirect, affiliates, associates, members, partners, partnerships, investment funds, subsidiaries, parents, predecessors, and successors (collectively “Affiliates”); (ii) all associates, members, partners, officers, directors, employees, agents, advisors, financial or investment advisors, Financing Sources, and attorneys (including Defendants’ Counsel) of each Defendant and their respective Affiliates; (iii) any and all persons, firms, trusts, corporations, officers, directors or other individuals or entities in which any of the Defendants or their respective Affiliates has a financial interest; and (iv) the legal representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns of any of the foregoing.

5. “Immediate Family” means an individual’s spouse, parents, siblings, children, grandparents, grandchildren; the spouses of his or her parents, siblings and children; and the parents and siblings of his or her spouse, and includes step and adoptive relationships. In this paragraph, “spouse” shall mean a husband, a wife, or a partner in a state-recognized domestic partnership or civil union.

6. “Defendants’ Counsel” means the law firms of Simpson Thacher & Bartlett LLP; Gibson, Dunn & Crutcher LLP; Covington & Burling LLP; Sullivan & Cromwell LLP.; Seitz Ross Aronstam & Moritz LLP; Richards, Layton & Finger, P.A.; Morris Nichols Arsht & Tunnell LLP; and Potter Anderson & Corroon LLP.

7. “Claims” mean any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, diminutions in value, costs, debts, expenses, interest, penalties, fines, sanctions, fees, attorneys’ fees, expert or consulting fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature or description whatsoever, whether disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, which now exist, or heretofore or previously existed, or may hereafter exist, including known claims and Unknown Claims,

whether direct, derivative, individual, class, representative, legal, equitable or of any other type, or in any other capacity, whether based on state, local, foreign, federal, statutory, regulatory, common or other law or rule (including but not limited to any claims under federal or state securities law, federal or state antitrust law, or under state disclosure law or any claims that could be asserted derivatively on behalf of Del Monte).

8. “Released Plaintiffs’ Claims” means any and all Claims which are based upon, arise out of, result from, relate to, or involve or previously were based upon, arose out of, resulted from, related to or involved, directly or indirectly, any of the actual, alleged or attempted actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims or any other matters, things or causes whatsoever, or any series thereof, that (i) were alleged, asserted, set forth, or claimed in the Action or the Complaint or Amended Complaint against the Released Defendant Parties; (ii) are related to the subject matter of the claims that were alleged, asserted, set forth, or claimed in the Action or the Complaint or Amended Complaint against the Released Defendant Parties; or (iii) could have been alleged, asserted, set forth or claimed in the Action, in the Complaint, in the Amended Complaint or in any other action, court (whether state or federal), tribunal, forum or proceeding by Lead Plaintiff or any or all of the other Class Members, including, but not limited to, claims under any and all federal or state securities laws or federal or state antitrust laws (including those within the exclusive jurisdiction of the federal courts) and which arise out of or relate to the Class Members’ Del Monte stockholdings or the Class Members’ status as Del Monte stockholders during the Settlement Class Period, including, but not limited to, any and all Claims which are based upon, arise out of, result from, relate in any way to, or involve, directly or indirectly, (a) the Merger or any element, term, condition or circumstance of the Merger or the sale process leading up to the Merger, (b) any actions, deliberations, negotiations, discussions, offers, inquiries, solicitations of interest, indications of interest, bids, due diligence or any act or omission in connection with the review of strategic alternatives available to Del Monte or the Merger, including the process of deliberation or negotiation by the Sponsors, Barclays, Del Monte, the Director Defendants, and any of their respective officers, directors or advisors, (c) any act, omission, advice or services provided by Barclays or its representatives in connection with or related to the Merger, (d) the consideration received by Class Members or the financing provided in connection with the Merger, (e) the Preliminary Proxy and any amendments thereto, the Proxy and any amendments thereto, the Supplemental Proxy or any other disclosures, SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available, or filed or otherwise disclosed or communicated relating, directly or indirectly, to the Merger, (f) the March 7, 2011 vote of Del Monte stockholders approving the Merger, (g) proxy solicitation efforts in connection with the March 7, 2011 vote of the Del Monte stockholders on the Merger, (h) the First or Second Go-Shop, (i) any fiduciary obligations in connection with the Merger of the Released Defendant Parties, (j) actions or investments with respect to (including but not limited to, purchases, repurchases, sales, exercises of rights with respect to and decisions to hold) securities issued by Del Monte or its affiliates, (k) the setting of the record date for the Merger and the mailing of the Proxy, or (l) the fees, expenses or costs incurred in prosecuting, defending, or settling the Action, except to the extent of any Fee and Expense Award paid from the Settlement Fund pursuant to Section G hereof; provided, however, that the Released Plaintiffs’ Claims shall not include (1) the right to enforce the Stipulation; or (2) any claims solely for statutory appraisal with respect to the Merger pursuant to Section 262 of the Delaware General Corporation Law by Del Monte shareholders who properly perfected such claims for appraisal and do not otherwise waive their appraisal rights.

9. “Merger” means the transaction announced on November 25, 2010 whereby the Sponsors agreed to acquire Del Monte and all agreements related to that transaction, including, without limitation, the Merger Agreement, any agreement referred to in the Merger Agreement, and all agreements related to the sales process that preceded the transaction, including all confidentiality and other agreements entered into between the Sponsors, Barclays, Del Monte or any of their respective affiliates.

10. “Financing Sources” means the banks and other persons who provided, offered or were approached to provide, debt or equity financing for the Sponsors’ acquisition of Del Monte, including J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc., Goldman Sachs & Co., KKR Capital Markets LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Mizuho Securities USA Inc. and their respective direct or indirect affiliates, associates, members, partners, partnerships, investment funds, subsidiaries, parents, predecessors, successors, officers, directors, employees, agents, advisors, financial or investment advisors and attorneys.

11. “Fee and Expense Award” means an award to Co-Lead Counsel of fees and expenses to be paid from the Settlement Amount, in an amount not to exceed $22,300,000 in fees and $200,000 in expenses, approved by the Court in accordance with the Stipulation and in full satisfaction of any and all claims for attorneys’ fees that have been, could be or could have been asserted by Co-Lead Counsel or any other counsel or any member of the Settlement Class.

12. “Administrative Costs” means all costs and expenses associated with providing notice of the Settlement to the Settlement Class or otherwise administering or carrying out the terms of the Settlement.

13. “Settlement Class Period” means the period between and including November 25, 2010 and the Closing (defined below).

14. “Closing” means the consummation of the Merger on March 8, 2011, as of which date each outstanding share of Del Monte Foods Company common stock (except for shares owned by Parent, Merger Sub, Del Monte Foods Company and its wholly owned subsidiaries, and Del Monte Foods Company stockholders who timely and validly demanded appraisal rights) was exchanged for the right to receive $19.00 in cash and Blue Merger Sub. Inc. was merged with and into Del Monte Foods Company, with Del Monte Foods Company as the surviving corporation.

15. “Unknown Claims” means any and all Released Plaintiffs’ Claims which Lead Plaintiff or any other Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiffs’ Claims against the Released Defendant Parties, including (without limitation) Claims which if known by him, her or it, might have affected his, her or its decision(s) with respect to the Settlement, and any and all Released Defendants’ Claims which any Defendant or any other Released Party does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendants’ Claims against the Released Plaintiff Parties, including (without limitation) Claims which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, the Parties stipulate and agree that upon the Effective Date, Lead Plaintiff and Defendants shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have expressly, waived, relinquished and released any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:


Lead Plaintiff and Defendants acknowledge, and the other Class Members by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Plaintiffs’ Claims and the Released Defendants’ Claims, but that it is the intention of Lead Plaintiff and Defendants, and by operation of law the other

Class Members, to completely, fully, finally and forever extinguish any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Lead Plaintiff and Defendants acknowledge, and the other Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Plaintiffs’ Claims and Released Defendants’ Claims was separately bargained for and was a key element of the Settlement.

The Stipulation also provides that upon the Effective Date, each of Defendants, on behalf of themselves, the other Released Defendant Parties and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon fully, finally and forever, release, settle and discharge the Released Plaintiff Parties (defined below) from and with respect to every one of the Released Defendants’ Claims (defined below), and shall thereupon be forever barred and enjoined from commencing, instituting or prosecuting any of the Released Defendants’ Claims against any of the Released Plaintiff Parties.


1. “Released Plaintiff Parties” means Lead Plaintiff, all other Class Members, and their respective counsel (including Co-Lead Counsel).

2. “Released Defendants’ Claims” means any Claims that have been or could have been asserted in the Action, or in any court, tribunal, forum or proceeding, by Defendants or any of them or their respective successors and assigns against any of the Released Plaintiff Parties, which arise out of or relate in any way to the institution, prosecution, settlement or dismissal of the Action; provided, however, that the Released Defendants’ Claims shall not include claims to enforce the Stipulation.

V. REASONS FOR THE SETTLEMENT

Lead Plaintiff and Co-Lead Counsel have reviewed and analyzed the facts and circumstances relating to the claims asserted in the Action, as known by Lead Plaintiff to date. Co-Lead Counsel has reviewed over 900,000 pages of documents, has taken seven depositions (including one member of the Board, one member of Del Monte senior management, two representatives of Barclays, one representative of Perella and one representative of KKR and Vestar respectively, and has fully briefed and argued a motion for a preliminary injunction. Co-Lead Counsel believe that they have received sufficient information to evaluate the merits of the proposed Settlement.

Co-Lead Counsel has analyzed the evidence adduced during their investigation, during two phases of discovery conducted both before and after the hearing on Lead Plaintiff’s motion for a preliminary injunction, and have researched the applicable law with respect to the claims of Lead Plaintiff and the Settlement Class against Defendants and the potential defenses thereto. Based on this investigation and substantial discovery, Lead Plaintiff has decided to enter into the Stipulation and settle the Action, after taking into account, among other things, (1) the substantial benefits to members of the Settlement Class from the litigation of the Action and the Settlement; (2) the risks of continued litigation in the Action; and (3) the conclusion reached by Lead Plaintiff and Co-Lead Counsel that the Settlement upon the terms and provisions set forth in the Stipulation is fair, reasonable, adequate, and in the best interests of the Settlement Class and will result in a material benefit to them.

The entry by Lead Plaintiffs and Defendants into the Stipulation is not an admission as to the merit or lack of merit of any claims or defenses asserted in the Action.

Each Party denies any and all allegations of wrongdoing, fault, liability or damage in the Action. The Parties covenant and agree that neither the Stipulation, nor the fact or any terms of the Settlement, or any communications relating thereto, is evidence, or an admission or concession by any Party or their counsel, Class Member, or any other Released Defendant Party or Released Plaintiff Party, of any fault, liability or wrongdoing whatsoever, as to any facts or claims alleged or asserted in the Action, or any other actions or proceedings, or as to the validity or merit of any of the claims or defenses alleged or asserted in any such action or proceeding. The Stipulation is not a finding or evidence of the validity or invalidity of any claims or defenses in the Action, any wrongdoing by any Party, Class Member or other Released Defendant Party or Released Plaintiff Party, or any damages or injury to any Party, Class Member or other Released Defendant Party or Released Plaintiff Party. Neither the Stipulation, nor any of the terms and provisions of the Stipulation, nor any of the negotiations or proceedings in connection therewith, nor any of the documents or statements referred to herein or therein, nor the Settlement, nor the fact of the Settlement, nor the Settlement proceedings, nor any statements in connection therewith, (a) shall (i) be argued to be, used or construed as, offered or received in evidence as, or otherwise constitute an admission, concession, presumption, proof, evidence, or a finding of any liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on the part of any of the Released Defendant Parties or Released Plaintiff Parties, or of any infirmity of any defense, or of any damage to Lead Plaintiff or any other Class Member, or (ii) otherwise be used to create or give rise to any inference or presumption against any of the Released Defendant Parties or Released Plaintiff Parties concerning any fact or any purported liability, fault, or wrongdoing of the Released Defendant Parties or Released Plaintiff Parties or any injury or damages to any person or entity, or (b) shall otherwise be admissible, referred to or used in any proceeding of any nature, for any purpose whatsoever; provided, however, that the Stipulation, Judgment and/or Alternative Judgment may be introduced in any proceeding, whether in the Court or otherwise, as may be necessary to argue and establish that the Stipulation, Judgment and/or Alternative Judgment has res judicata, collateral estoppel or other issue or claim preclusion effect or to otherwise consummate or enforce the Settlement, Judgment and/or Alternative Judgment or to secure any insurance rights or proceeds of any of the Released Defendant Parties or Released Plaintiff Parties or as otherwise required by law.

VI. APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

Concurrent with seeking final approval of the Settlement, Co-Lead Counsel intend to petition the Court for an award for attorneys’ fees to Co-Lead Counsel of up to $22,300,00.00 plus reimbursement of Co-Lead Counsel’s actual out-of-pocket expenses of up to $200,000.00. Co-Lead Counsel will make this petition not less than twenty business days prior to the Settlement Hearing.

Defendants have agreed not to oppose Co-Lead Counsel’s fee and expense application. Prior to Disbursement of the Net Settlement Amount, and in any event within five (5) business days of the latter of (i) the entry of an Order by the Court of Chancery awarding attorneys fees and expenses to Co-Lead Counsel or (ii) the funding of the Settlement Amount in the Account as described in Section (B)(2)(a)(ii) of the Stipulation, the Paying Agent shall disburse from the Settlement Fund to Co-Lead Counsel an amount equal to the Fee and Expense Award. In the event that (i) the Effective Date does not occur, (ii) this Stipulation is disapproved, canceled or terminated pursuant to its terms, (iii) the Settlement otherwise does not become Final for any reason, or (iv) the Fee and Expense Award is disapproved, reduced, reversed or otherwise modified, as a result of any further proceedings including any successful collateral attack, then Co-Lead Counsel shall, within five (5) business days after Co-Lead Counsel receives notice of any such failure of the Effective Date to occur, termination of the Stipulation, failure of the Settlement to become Final, or disapproval, reduction, reversal or other modification of the Fee and Expense Award, return to the Account, as applicable, either the entirety of the Fee and Expense Award or the difference between the attorneys’ fees and expenses awarded by the Court in the Fee and Expense Award on the one hand, and any attorneys’ fees and expenses ultimately and finally awarded on appeal, further proceedings on remand or otherwise on the other hand.

VII. CLASS ACTION DETERMINATION

For purposes of this Settlement, the Court has ordered that the Action shall be preliminarily maintained as a non-opt-out class action by the named Lead Plaintiff as Class representatives under Chancery Court Rules 23(a), 23(b)(1), and 23(b)(2), on behalf of the Settlement Class defined above.

VIII. SETTLEMENT HEARING

The Court has scheduled a Settlement Hearing, which will be held on December 1, 2011 at_:00 _.m. (the “Settlement Hearing Date”), in the Court of Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801 to: (a) determine whether to certify a Settlement Class consisting of the persons and entities described above as a non opt-out class pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); (b) determine whether the Court should approve the Settlement as fair, reasonable and adequate and in the best interests of the Settlement Class; (c) determine whether Lead Plaintiff and Co-Lead Counsel have adequately represented the interests of the Settlement Class in the Action; (d) determine whether final judgment should be entered dismissing the Action and the Released Plaintiffs’ Claims as to the Released Defendant Parties with prejudice as against Lead Plaintiff and the Settlement Class, releasing the Released Plaintiffs’ Claims and barring and enjoining prosecution of any and all Released Plaintiffs’ Claims (as provided in the Stipulation of Settlement); (e) hear and determine any objections to the Settlement or the application of Co-Lead Counsel for an award of attorneys’ fees and expenses; (f) consider the application by Co-Lead Counsel for attorneys’ fees and reimbursement of expenses; and (g) rule on such other matters as the Court may deem appropriate.

The Court has reserved the right to adjourn and reconvene the Settlement Hearing, including the hearing on the application for attorneys’ fees and expenses, without further notice to Class Members other than oral announcement at the Settlement Hearing. The Court has also reserved the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the parties to the Stipulation and without further notice to the Settlement Class.

IX. RIGHT TO APPEAR AND OBJECT

Any member of the Settlement Class who objects to the Settlement and/or the Order and Final Judgment to be entered by the Court, and/or Co-Lead Counsel’s application for attorneys’ fees and expenses, or otherwise wishes to be heard, may appear personally or by counsel at the Settlement Hearing and present any evidence or argument that may be proper and relevant; provided, however, that no member of the Settlement Class may be heard and no papers or briefs submitted by or on behalf of any member of the Settlement Class shall be received and considered, except by Order of the Court for good cause shown, unless, no later than ten (10) business days prior to the Settlement Hearing, such person files with the Register in Chancery, Court of Chancery, 500 North King Street, Wilmington, DE, 19801, and serves upon the attorneys listed below: (a) a written notice of intention to appear; (b) proof of membership in the Settlement Class; (c) a detailed statement of objections to any matter before the Court; and (d) the grounds therefor or the reasons for wanting to appear and be heard, as well as all documents or writings the Court shall be asked to consider. These writings must also be served, on or before such filing with the Court, by hand or overnight mail upon the following attorneys:

Stuart M. Grant, Esq.Grant & Eisenhofer P.A.1201 North Market StreetWilmington, Delaware 19801

Kenneth J. Nachbar, Esq.Morris Nichols Arsht & Tunnell LLP1201 North Market StreetWilmington, Delaware 19801

Randall J. Baron, Esq.Robbins Geller Rudman & Dowd LLP655 West Broadway, Suite 1900San Diego, CA 92101

Raymond J. DiCamillo, Esq.Richards, Layton & Finger, P.A.920 North King StreetWilmington, Delaware 19801

Collins J. Seitz, Jr., Esq.Seitz Ross Aronstam & Moritz, LLP100 S. West Street, Suite 400Wilmington, Delaware 19801

Michael D. Goldman, Esq.Potter Anderson & Corroon LLP1313 Market StreetHercules PlazaWilmington, Delaware 19899-0951

Any Class Member who does not object to the Settlement or the request by Co-Lead Counsel for an award of attorneys’ fees and expenses need not take any action with respect to this Notice or this Settlement.

Unless the Court otherwise directs, no person will be entitled to object to the approval of the Settlement, the judgment to be entered in the Action, or the fee and expense application, nor will he, she or it otherwise be entitled to be heard, except by serving and filing a written objection as described above.

Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including the right to appeal) and will be forever barred from raising such objection in this or any other action or proceeding.

X. INTERIM STAY

Pending the Court’s determination as to final approval of the Settlement, all proceedings in the Action, other than proceedings as may be necessary to carry out the terms and conditions of the Stipulation, are stayed and suspended. Lead Plaintiff, on behalf of itself and on behalf of all members of the Settlement Class, and Defendants have agreed to stay and not to initiate any other proceedings other than those incident to the Settlement itself pending the occurrence of the Effective Date. The Parties have also agreed to use their best efforts to seek the stay and dismissal of, and to oppose entry of any interim or final relief in favor of any Class Member in, any other proceedings against any of the Released Defendant Parties which challenges the Settlement or otherwise involves, directly or indirectly, a Released Plaintiffs’ Claim.

XI. ORDER AND JUDGMENT OF THE COURT

If the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate and in the best interests of the Settlement Class, the Court will enter an Order and Final Judgment, which will, among other things:

a. Determine that the form and manner of notice of the Settlement was the best notice practicable under the circumstances and fully complied with each of the requirements of due process, Delaware Court of Chancery Rule 23, and applicable law;

b. Determine that, for settlement purposes only, the Action is a proper class action pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), and finally certify the Settlement Class;

c. Determine that all members of the Settlement Class are bound by the Order and Final Judgment;

d. Determine that the Settlement is fair, reasonable, adequate, and in the best interests of Lead Plaintiff and the Settlement Class;

e. Dismiss the Action with prejudice, on the merits and without costs (except as provided in the Stipulation);

f. Fully, finally and forever release, settle and discharge the Released Defendant Parties from and with respect to every one of the Released Plaintiffs’ Claims;

g. Bar and enjoin Plaintiff and any Class Members from instituting, commencing, or prosecuting any and all Released Plaintiffs’ Claims against any Released Defendant Parties;

h. Award Co-Lead Counsel such attorneys’ fees and expenses as the Court deems fair and reasonable; and

i. Provide that the Order and Final Judgment, including the release of all Released Plaintiffs’ Claims against all Released Defendant Parties, shall have res judicata, collateral estoppel, and other preclusive effect in all pending and future lawsuits, arbitrations or other proceedings maintained by or on behalf the Lead Plaintiff or any other Class Members, as well as any and all of their respective successors-in-interest, successors, predecessors-in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them.

If either: (a) the Effective Date does not occur, (b) this Stipulation is disapproved, canceled or terminated pursuant to its terms, or (c) the Settlement otherwise does not become Final for any reason, then the Settlement Amount deposited into the Account shall be refunded (less any Administrative Costs that have been incurred) by the Paying Agent to Defendants within ten (10) business days after such cancellation or termination. If the Effective Date does not occur, or if this Stipulation is disapproved, canceled or terminated pursuant to its terms, or the Settlement otherwise does not become Final for any reason, all of the Parties shall be deemed to have reverted to their respective litigation status immediately prior to September 9, 2011, and they shall proceed in all respects as if the Stipulation had not been executed and the related orders had not been entered, and in that event all of their respective claims and defenses as to any issue in the Action shall be preserved without prejudice; provided, however, that Paragraph 26 of the Stipulation, which provides (among other things) that entry into the Stipulation is not an admission of wrongdoing on the part of any Party, shall remain in full effect. In the event the Effective Date does not occur, or this Stipulation is disapproved, canceled or terminated pursuant to its terms, or the Settlement otherwise does not become Final for any reason, Defendants reserve the right to oppose certification of any plaintiff class in any future proceedings (including, but not limited to, in any proceedings in the Action).

XII. INSTRUCTIONS TO BROKERS AND OTHERS WHO HELD FOR THE BENEFIT OF OTHERS

Brokerage firms, banks and/or other persons or entities who held shares of Del Monte common stock for the benefit of others are requested to immediately send this Notice to all such beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial owners, any requests for such additional copies or provision of a list of names and mailing addresses of beneficial owners may be made to:

DEL MONTE FOODS COMPANY SHAREHOLDER LITIGATION PAYING AGENT

c/o A.B. Data PO BOX 170500

MILWAUKEE, WI 53217-8091 800-332-7417

XIII. SCOPE OF THE NOTICE

This Notice is not all-inclusive. The references in this Notice to the pleadings in the Action, the Stipulation, and other papers and proceedings are only summaries and do not purport to be comprehensive. For the full details of the Action, claims which have been asserted by the Parties and the terms and conditions of the Settlement, including a complete copy of the Stipulation, members of the Settlement Class are referred to the Court files in the Action.

You or your attorney may examine the Court files from the Action during regular business hours of each business day at the office of the Register in Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801.

Questions or comments may be directed to counsel for the Lead Plaintiff:

Stuart M. Grant Grant & Eisenhofer P.A. 1201 N. Market Street Wilmington, DE 19801

(302) 622-7000

Randall J. Baron, Esq. Robbins Geller Rudman & Dowd LLP

655 West Broadway, Suite 1900 San Diego, CA 92101

(619) 231-1058

DO NOT WRITE OR TELEPHONE THE COURT.

Dated: October __, 2011

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s, p

artn

ers

and

mem

ber

s; a

ny p

erso

n,

firm

, tr

ust

, co

rpo

rati

on

or

oth

er e

nti

ty i

n w

hic

h a

ny D

efen

dan

t h

as,

or

had

duri

ng t

he

Set

tlem

ent

Cla

ss P

erio

d,

a co

ntr

oll

ing i

nte

rest

; an

d t

he

leg

al r

epre

sen

tati

ves

, h

eirs

, ex

ecuto

rs,

adm

inis

trat

ors

, pre

dec

esso

rs,

succ

esso

rs,

pre

dec

esso

rs-i

n-i

nte

rest

, su

cces

sors

-

in-i

nte

rest

an

d a

ssig

ns

of

any

su

ch e

xcl

ud

ed p

arty

.

Th

is P

roo

f o

f C

laim

fo

rm m

ust

co

nta

in t

he

nam

e, a

dd

ress

, an

d t

axp

ayer

id

enti

fica

tio

n n

um

ber

of

the

ben

efic

ial

ow

ner

(s).

T

he

taxpay

er i

den

tifi

cati

on n

um

ber

(T

IN),

consi

stin

g o

f a

val

id S

oci

al S

ecuri

ty n

um

ber

(S

SN

) fo

r in

div

idual

s or

emplo

yer

iden

tifi

cati

on n

um

ber

(E

IN)

for

busi

nes

s en

titi

es,

trust

s, e

stat

es,

etc.

, an

d t

elep

ho

ne

nu

mb

er o

f th

e b

enef

icia

l o

wn

er(s

)

may

be

use

d i

n v

erif

yin

g t

his

cla

im;

this

info

rmat

ion i

s re

quir

ed.

You m

ust

als

o p

rovid

e th

e qu

anti

ty o

f sh

ares

and t

he

stock

cer

tifi

cate

num

ber

s (i

f sh

ares

wer

e hel

d i

n c

erti

fica

te f

orm

; if

shar

es w

ere

hel

d t

hro

ug

h a

bro

ker

age

acco

un

t ce

rtif

icat

e,

nu

mb

ers

wo

uld

no

t b

e n

eed

ed).

Y

ou

mu

st s

ign

th

e P

roo

f o

f C

laim

fo

rm i

n t

he

spac

e p

rov

ided

in

ord

er t

o m

ake

a v

alid

cla

im.

Ple

ase

also

pro

vid

e y

ou

r b

rok

erag

e st

atem

ent

for

Mar

ch

20

11

or

a le

tter

fro

m y

ou

r b

ank

, b

rok

er, o

r o

ther

no

min

ee i

nd

icat

ing

th

e q

uan

tity

of

shar

es h

eld

as

of

Mar

ch 8

, 2

01

1,

if y

ou

did

no

t h

old

sh

ares

in

cer

tifi

cate

fo

rm.

If

yo

u h

eld

sh

ares

in

cert

ific

ate

form

, p

leas

e p

rov

ide

con

firm

atio

n f

rom

th

e tr

ansf

er a

gen

t o

f su

rren

der

.

Pro

of

of

Cla

im f

orm

s m

ust

be

po

stm

ark

ed n

o l

ate

r th

an

____

___

___

___

___

___

___

___

__

and

mai

led

to

:

DE

L M

ON

TE

FO

OD

S C

OM

PA

NY

SH

AR

EH

OL

DE

R L

ITIG

AT

ION

PA

YIN

G A

GE

NT

c/o

A.B

. D

AT

A, L

TD

.

PO

BO

X 1

70

50

0

MIL

WA

UK

EE

, W

I 5

32

17-8

091

RE

MIN

DE

R C

HE

CK

LIS

T

1.

Ple

ase

sign t

he

bel

ow

rel

ease

and c

erti

fica

tion. I

f th

is P

roof

of

Cla

im f

orm

is

bei

ng s

ubm

itte

d o

n b

ehal

f of

join

t cl

aim

ants

, th

en b

oth

mu

st s

ign.

2.

Rem

emb

er t

o a

ttac

h o

nly

co

pie

s o

f ac

cep

tab

le s

up

po

rtin

g d

ocu

men

tati

on

.

3.

Ple

ase

do

no

t hig

hli

gh

t an

y p

ort

ion o

f th

e P

roo

f of

Cla

im f

orm

or

any s

uppo

rtin

g d

ocu

men

ts.

4.

Do

no

t se

nd

ori

gin

al s

tock

cer

tifi

cate

s o

r d

ocu

men

tati

on

. T

hes

e it

ems

can

no

t b

e re

turn

ed t

o y

ou

by

th

e P

ayin

g A

gen

t.

5.

Kee

p c

op

ies

of

the

com

ple

ted

Pro

of

of

Cla

im f

orm

an

d d

ocu

men

tati

on

for

yo

ur

ow

n r

eco

rds.

6.

You w

ill

not

rece

ive

confi

rmat

ion o

f re

ceip

t of

your

Pro

of

of

Cla

im;

if c

onfi

rmat

ion i

s des

ired

, ple

ase

send y

our

Pro

of

of

Cla

im C

erti

fied

Mai

l, R

eturn

Rec

eipt

reques

ted.

7.

If y

ou

r ad

dre

ss c

han

ges

in

th

e fu

ture

, o

r if

th

is P

roo

f o

f C

laim

was

sen

t to

an

old

or

inco

rrec

t ad

dre

ss,

ple

ase

sen

d t

he

Pay

ing A

gen

t w

ritt

en n

oti

fica

tion o

f your

new

addre

ss.

If y

ou c

han

ge

your

nam

e, p

leas

e in

form

the

Pay

ing A

gen

t.

8.

If

yo

u

hav

e an

y

qu

esti

on

s o

r co

nce

rns

reg

ard

ing

y

ou

r P

roo

f o

f C

laim

fo

rm,

ple

ase

con

tact

th

e P

ayin

g

Ag

ent

at

the

abo

ve

add

ress

or

call

8

00-3

32

-74

17

or

vis

it

abd

atac

lass

acti

on.c

om

/cas

es.a

spx.

Fo

r O

ffic

ial

Use

On

ly

*Del M

onte*


QU

ES

TIO

NS

? C

AL

L 8

00-3

32-7

417 T

OL

L F

RE

E O

R V

ISIT

AB

DA

TA

CL

AS

SA

CT

ION

.CO

M/C

AS

ES

.AS

PX

PA

GE

2 O

F 4

PA

RT

I—

CL

AIM

AN

T I

NF

OR

MA

TIO

N

Las

t N

ame

(Cla

iman

t

F

irst

Nam

e (C

laim

ant)

Las

t N

ame

(Ben

efic

ial

Ow

ner

If

Dif

fere

nt

Fro

m C

laim

ant)

F

irst

Nam

e (B

enef

icia

l O

wn

er)

Las

t N

ame

(Co–B

enef

icia

l O

wner

)

F

irst

Nam

e (C

o–B

enef

icia

l O

wner

)

Co

mp

any/O

ther

Enti

ty(I

f C

laim

ant

Is N

ot

an I

nd

ivid

ual

)

C

on

tact

Per

son

(If

Cla

iman

t Is

No

t an

In

div

idu

al)

Rec

ord

Ow

ner

’s N

ame

(If

Dif

fere

nt

Fro

m B

enef

icia

l O

wn

er L

iste

d A

bo

ve,

e.g

., T

rust

, N

om

inee

, O

ther

, et

c.)

Acc

ount

Num

ber

(If

Cla

iman

t Is

No

t an

In

div

idu

al)

T

rust

/Oth

er D

ate

(If

Ap

pli

cable

)

Ad

dre

ss L

ine

1

Ad

dre

ss L

ine

2 (

If A

pp

lica

ble

)

Cit

y

Sta

te

Z

ip C

od

e

-

Fo

reig

n P

rov

ince

Fo

reig

n Z

ip C

od

e

Fo

reig

n C

ou

ntr

y

Ch

eck

Her

e to

Use

Alt

ern

ate

Ad

dre

ss f

or

Dis

trib

uti

on

(O

pti

on

al)

Dis

trib

uti

on

Ad

dre

ss L

ine

1

Dis

trib

uti

on

Ad

dre

ss L

ine

2 (

If A

pp

lica

ble

)

Cit

y

Sta

te

Z

ip C

od

e

-

Fo

reig

n P

rov

ince

Fo

reig

n Z

ip C

od

e

Fo

reig

n C

ou

ntr

y

Tel

eph

on

e N

um

ber

(D

ay)

T

elep

hon

e N

um

ber

(N

igh

t)

()

-(

)-

Ben

efic

ial

Ow

ner

’s E

mplo

yer

Iden

tifi

cati

on N

um

ber

or

Soci

al S

ecuri

ty N

um

ber

--

-

Em

ail

Ad

dre

ss [

An

em

ail

add

ress

is

no

t re

qu

ired

, b

ut

if y

ou

pro

vid

e it

, yo

u a

uth

ori

ze t

he

Pay

ing

Ag

ent

to u

se i

t in

pro

vid

ing

yo

u w

ith

in

form

atio

n r

elev

ant

to t

his

cla

im.]

IDE

NT

ITY

OF

CL

AIM

AN

T (

chec

k o

nly

on

e):

I

ndiv

idual

Corp

ora

tion

Join

t O

wner

s

Est

ate

T

rust

Par

tner

ship

Pri

vat

e P

ensi

on F

und

Leg

al R

epre

senta

tive

I

RA

,

Keo

gh, or

oth

er type

of

indiv

idual

ret

irem

ent pla

n (

indic

ate

type

of

pla

n, m

aili

ng a

ddre

ss, an

d n

ame

of

curr

ent cu

stodia

n o

n s

epar

ate

shee

t)

Oth

er (

spec

ify, des

crib

e on s

epar

ate

shee

t)

QU

ES

TIO

NS

? C

AL

L 8

00-3

32-7

417 T

OL

L F

RE

E O

R V

ISIT

AB

DA

TA

CL

AS

SA

CT

ION

.CO

M/C

AS

ES

.AS

PX

PA

GE

3 O

F 4

PA

RT

II—

HO

LD

ING

S O

N M

AR

CH

8, 2

011

HO

LD

ING

S O

N M

AR

CH

8, 2011:

Sta

te t

he

nu

mb

er o

f sh

ares

of

Del

Mo

nte

com

mo

n s

tock

surr

end

ered

pu

rsu

ant

to t

he

mer

ger

on

Mar

ch 8

, 201

1. D

ocu

men

tati

on i

ncl

ud

es b

rok

erag

e st

atem

ents

fro

m M

arch

2011

or

pro

of

of

stock

cer

tifi

cate

surr

ender

(se

e bel

ow

for

mo

re d

etai

ls i

f your

shar

es w

ere

hel

d i

n c

erti

fica

te

form

).

Pro

of

encl

ose

d

Y

N

ST

OC

K C

ER

TIF

ICA

TE

NU

MB

ER

S (

If a

pp

lica

ble

)

Lis

t bel

ow

the

stock

cer

tifi

cate

num

ber

s fo

r al

l D

el M

onte

com

mon s

tock

surr

ender

ed p

urs

uan

t to

th

e m

erg

er o

n M

arch

8, 2

01

1, fo

r

all

shar

es N

OT

HE

LD

IN

A B

RO

KE

RA

GE

AC

CO

UN

T.

Be

sure

to a

ttac

h d

ocu

men

tati

on o

f su

rren

der

such

as

a le

tter

acco

mpan

yin

g a

pay

men

t fo

r su

rren

der

ed s

har

es f

rom

the

tran

sfer

ag

ent

or

your

bro

ker

.

P

roo

f o

f su

rren

der

en

clo

sed?

Y

N

CE

RT

IFIC

AT

E 1

:

CE

RT

IFIC

AT

E 2

:

CE

RT

IFIC

AT

E 3

:

CE

RT

IFIC

AT

E 4

:

CE

RT

IFIC

AT

E 5

:

IF Y

OU

RE

QU

IRE

AD

DIT

ION

AL

SP

AC

E,

AT

TA

CH

EX

TR

A S

CH

ED

UL

ES

IN

TH

E S

AM

E F

OR

MA

T A

S A

BO

VE

. P

RIN

T T

HE

BE

NE

FIC

IAL

OW

NE

R’S

FU

LL

NA

ME

AN

D T

AX

PA

YE

R I

DE

NT

IFIC

AT

ION

NU

MB

ER

ON

EA

CH

AD

DIT

ION

AL

PA

GE

.

YO

U M

US

T S

IGN

TH

E P

RO

OF

OF

CL

AIM

ON

PA

GE

__

.

PA

RT

III

—R

EL

EA

SE

AN

D C

ER

TIF

ICA

TIO

N

On

beh

alf

of

myse

lf (

ou

rsel

ves

) o

r th

e b

enef

icia

l o

wn

er,

I (w

e) a

m (

are)

au

tho

rize

d t

o f

ile

this

Pro

of

of

Cla

im,

and

on

beh

alf

of

each

of

my (

ou

r, h

is,

her

, it

s) h

eirs

, ag

ents

,

exec

uto

rs,

tru

stee

s, a

dm

inis

trat

ors

, p

red

eces

sors

, su

cces

sors

, an

d a

ssig

ns,

I (

we,

he,

sh

e, i

t) h

ereb

y a

ckn

ow

led

ge

that

as

of

the

Eff

ecti

ve

Dat

e, I

(w

e, h

e, s

he,

it)

sh

all

(i)

be

dee

med

to h

ave

full

y,

fin

ally

, an

d f

ore

ver

wai

ved

, re

leas

ed,

dis

char

ged

, an

d d

ism

isse

d e

ach

an

d e

ver

y o

ne

of

the

Rel

ease

d P

lain

tiff

s’ C

laim

s (a

s d

efin

ed i

n t

he

No

tice

), a

s ag

ain

st e

ach

an

d

ever

y o

ne

of

the

Rel

ease

d D

efen

dan

t P

arti

es;

(ii)

fo

rev

er b

e b

arre

d a

nd

enjo

ined

fro

m c

om

men

cin

g,

inst

itu

tin

g,

pro

secu

tin

g,

or

mai

nta

inin

g a

ny o

f th

e R

elea

sed

Pla

inti

ffs’

Cla

ims

agai

nst

any o

f th

e R

elea

sed

Def

endan

t P

arti

es;

and (

iii)

be

dee

med

to h

ave

coven

ante

d n

ot

to s

ue

any R

elea

sed

Def

endan

t P

arty

on

th

e b

asis

of

any R

elea

sed

Pla

inti

ffs’

Cla

im o

r,

unle

ss c

om

pel

led b

y o

per

atio

n o

f la

w,

to a

ssis

t an

y p

erso

n i

n c

om

men

cin

g o

r m

ain

tain

ing

an

y s

uit

rel

atin

g t

o a

ny R

elea

sed

Pla

inti

ffs’

Cla

im a

gai

nst

an

y R

elea

sed

Def

end

ant

Par

ty. By

ch

eck

ing

th

is b

ox

I c

erti

fy t

hat

I

(we)

am

(ar

e) o

r, i

f I

am f

ilin

g o

n b

ehal

f o

f an

oth

er,

th

at p

arty

, is

no

t an

ex

clu

ded

par

ty u

nd

er t

he

term

s o

f th

e S

tip

ula

tio

n.

Ex

clu

ded

par

ties

incl

ude:

D

el M

onte

, W

olf

ord

, L

un

d,

Morg

an,

Wil

liam

s, B

ruer

, H

ender

son

, M

cColl

am,

Arm

acost

, M

arti

n B

arcl

ays;

Blu

e A

cqu

isit

ion G

roup,

Inc.

, K

KR

, V

esta

r,

Cen

terv

iew

, an

d B

lue

Mer

ger

Sub I

nc.

; th

e Im

med

iate

Fam

ily m

ember

s o

f th

e D

efen

dan

ts W

olf

ord

, L

und,

Morg

an, W

illi

ams,

Bru

er, H

ender

son,

McC

oll

am,

Arm

acost

, or

Mar

tin;

the

par

ents

, su

bsi

dia

ries

and a

ffil

iate

s of

the

Sponso

rs,

Bar

clay

s, a

nd

Del

Mo

nte

, an

d e

ach

of

thei

r cu

rren

t o

r fo

rmer

dir

ecto

rs,

exec

uti

ve

off

icer

s, p

artn

ers

and

mem

ber

s; a

ny

per

son,

firm

, tr

ust

, co

rpora

tion o

r oth

er e

nti

ty i

n w

hic

h a

ny D

efen

dan

t has

, or

had

duri

ng t

he

Set

tlem

ent

Cla

ss P

erio

d,

a co

ntr

oll

ing i

nte

rest

; an

d t

he

legal

rep

rese

nta

tives

, hei

rs,

exec

uto

rs,

adm

inis

trat

ors

, p

red

eces

sors

, su

cces

sors

, p

red

eces

sors

-in

-in

tere

st,

succ

esso

rs-i

n-i

nte

rest

an

d

assi

gn

s o

f an

y

such

ex

clu

ded

p

arty

.

QU

ES

TIO

NS

? C

AL

L 8

00-3

32-7

417 T

OL

L F

RE

E O

R V

ISIT

AB

DA

TA

CL

AS

SA

CT

ION

.CO

M/C

AS

ES

.AS

PX

PA

GE

4 O

F 4

By

sig

nin

g a

nd

su

bm

itti

ng

th

is P

roo

f o

f C

laim

, th

e cl

aim

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____

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_.




SUMMARY NOTICE OF PENDENCY AND

PROPOSED SETTLEMENT OF CLASS ACTION

TO: ANY AND ALL PERSONS OR ENTITIES WHO WERE RECORD HOLDERS OR BENEFICIAL OWNERS OF COMMON STOCK OF DEL MONTE FOODS CO. AT ANY TIME BETWEEN AND INCLUDING NOVEMBER 25, 2010 AND MARCH 8, 2011 (REGARDLESS OF THE DATE OF PURCHASE OF COMMON STOCK OF DEL MONTE FOODS CO.), AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM

PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), dated _______________, that Lead Plaintiff and Defendants in the above-captioned class action lawsuit (the “Action”), challenging the acquisition of Del Monte Foods Company by an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners and Centerview Capital, L.P. (named in the Action as Centerview Partners), have entered into a proposed settlement of the Action (the “Settlement”). A settlement hearing is scheduled to be held in the Court of Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801, on December 1, 2011, at __:__ _.m. (the “Settlement Hearing”) to, among other things: (a) determine whether to certify a Settlement Class consisting of the persons and entities described above, except for certain persons and entities who are excluded from the Settlement Class by definition, as a non-opt-out class pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); (b) determine whether the Court should approve the Settlement as fair, reasonable and adequate and in the best interests of the Settlement Class; (c) determine whether Lead Plaintiff and Co-Lead Counsel have adequately represented the interests of the Settlement Class in the Action; (d) determine whether final judgment should be entered dismissing the Action and the Released Plaintiffs’ Claims as to the Released Defendant Parties with prejudice as against Lead Plaintiff and the Settlement Class, releasing the Released Plaintiffs’ Claims and barring and enjoining prosecution of any and all Released Plaintiffs’ Claims (as provided


in the Stipulation of Settlement); (e) hear and determine any objections to the Settlement or the application of Co-Lead Counsel for an award of attorneys’ fees and expenses; (f) consider the application by Co-Lead Counsel for attorneys’ fees and reimbursement of expenses; and (g) rule on such other matters as the Court may deem appropriate.

IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT. If you have not received the full printed Notice of Pendency and Proposed Settlement of Class Action (the “Notice”), you may obtain a copy of the Notice and the Proof of Claim by contacting the Del Monte Foods Company Shareholder Litigation Paying Agent, c/o A.B. Data, P.O. Box 170500, Milwaukee, WI 53217-8091 (tel: 800-332-7417) or Co-Lead Counsel:

Stuart M. Grant, Esq. Grant & Eisenhofer P.A. 1201 North Market Street

Wilmington, Delaware 19801

Randall J. Baron, Esq. Robbins Gellar Rudman Berger & Dowd LLP

655 West Broadway, Suite 1900 San Diego, CA 92101

If you are a Settlement Class member you will be bound by any judgment entered in the Action. Any objections to the Settlement and/or application for attorneys’ fees and expenses must be filed with the Court and delivered to all counsel listed in the Notice such that they are received no later than November 21, 2011, in accordance with the instructions set forth in the Notice. Settlement Class members who do not object need not appear at the Settlement Hearing or take any other action to indicate their approval.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE. Inquiries may be made to Co-Lead Counsel:

Stuart M. Grant, Esq. Grant & Eisenhofer P.A. 1201 North Market Street

Wilmington, Delaware 19801

Randall J. Baron, Esq. Robbins Geller Rudman & Dowd LLP

655 West Broadway Suite 1900

San Diego, CA 92101

Dated: _________________, 2011

BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE




ORDER AND FINAL JUDGMENT

On this _____ day of December, 2011, a hearing having been held before this Court to

determine whether the terms and conditions of the Stipulation and Agreement of Compromise

and Settlement, dated October 5, 2011 (the “Stipulation”), which is incorporated herein by

reference,1 and the terms and conditions of the settlement proposed in the Stipulation (the

“Settlement”) are fair, reasonable and adequate for the settlement of all claims asserted herein;

and whether an Order and Final Judgment should be entered in the above-captioned consolidated

class action (the “Action”); and the Court having considered all matters submitted to it at the

hearing and otherwise;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED

THAT:

1. The mailing of the Notice of Pendency and Proposed Settlement of Class Action

(the “Notice”) pursuant to and in the manner prescribed in the Scheduling Order entered on

_______________, 2011 (the “Scheduling Order”), which was mailed by first class mail on

_____________, 2011, combined with the publication of the Summary Notice of Pendency and

Proposed Settlement of Class Action (the “Summary Notice”) pursuant to and in the manner

prescribed in the Scheduling Order, which was published on ________________, 2011, is

1 Capitalized terms (other than proper nouns) that are not defined herein shall have the meanings set forth in the Stipulation.


hereby determined to be the best notice practicable under the circumstances and in full

compliance with Court of Chancery Rule 23, the requirements of due process, and applicable

law. It is further determined that all Class Members are bound by the Order and Final Judgment

herein.

2. The Court finds that the Action is a proper class action pursuant to Court of

Chancery Rules 23(a), 23(b)(1) and (b)(2) and hereby certifies a non-opt-out Settlement Class

consisting of:

Any and all Del Monte stockholders who were record holders or beneficial owners of Del Monte common stock at any time between and including November 25, 2010 and March 8, 2011 (regardless of the date of purchase of Del Monte stock), and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, but excluding Defendants; the Immediate Family members of the Director Defendants; the parents, subsidiaries and affiliates of the Sponsors, Barclays, and Del Monte, and each of their current or former directors, executive officers, partners and members; any person, firm, trust, corporation or other entity in which any Defendant has, or had during the Settlement Class Period, a controlling interest; and the legal representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns of any such excluded party.

3. Specifically, the Court finds that the Settlement Class satisfies the numerosity

requirement of Rule 23(a)(1). As of January 10, 2011, 2011, there were 199,372,722 shares of

common stock (“Shares”) of Del Monte Foods Company (“Del Monte”) issued and outstanding

held by at least ___ holders of record and many more beneficial owners. There are common

issues of fact and law in the Action sufficient to satisfy Rule 23(a)(2), including whether the

disclosures made by Del Monte in connection with the Merger (as defined herein) were

adequate, whether the Director Defendants (as defined in the Stipulation) breached their

fiduciary duties to Class Members (as defined in the Stipulation), whether the Sponsors (as

defined in the Stipulation) and Barlcays (as defined in the Stipulation) aided and abetted these

breaches, and whether the lead plaintiff in this Action (“Lead Plaintiff”) and Class Members

were injured as a consequence of Defendants’ actions. The claims of the Lead Plaintiff in the

Action are typical of the claims of absent members of the Settlement Class in that they all arise

from the same allegedly wrongful course of conduct and are based on the same legal theories,

satisfying Rule 23(a)(3). Lead Plaintiff and Co-Lead Counsel (as defined in the Stipulation) are

adequate representatives of the Settlement Class, satisfying Rule 23(a)(4). The prosecution of

separate actions by individual members of the Settlement Class would create a risk of

inconsistent adjudications that would establish incompatible standards of conduct for

Defendants, and, as a practical matter, the disposition of this Action will influence the

disposition of any pending or future identical cases brought by other members of the Settlement

Class, satisfying Rule 23(b)(1); and there were allegations that Defendants acted or refused to act

on grounds generally applicable to the Class, satisfying Rule 23(b)(2).

4. The Settlement of this Action as provided for in the Stipulation is approved as

fair, reasonable and adequate, and in the best interests of Lead Plaintiff and the Settlement Class.

5. The Parties (as defined in the Stipulation) are hereby authorized and directed to

consummate the Settlement in accordance with the terms and provisions of the Stipulation, and

the Register in Chancery is directed to enter and docket this Order and Final Judgment.

6. “Merger” means the transaction announced on November 25, 2010 whereby

the Sponsors agreed to acquire Del Monte and all agreements related to that transaction,

including, without limitation, the Merger Agreement, any agreement referred to in the Merger

Agreement, and all agreements related to the sales process that preceded the transaction,

including all confidentiality and other agreements entered into between the Sponsors, Barclays,

Del Monte or any of their respective affiliates.

7. “Released Defendants’ Claims” means any Claims that have been or could

have been asserted in the Action, or in any court, tribunal, forum or proceeding by Defendants or

any of them or their respective successors and assigns against any of the Released Plaintiff

Parties, which arise out of or relate in any way to the institution, prosecution, settlement or

dismissal of the Action; provided, however, that the Released Defendants’ Claims shall not

include claims to enforce the Stipulation.

8. “Released Defendant Parties” means (i) any and all of the Defendants, each

Director Defendant’s Immediate Family members, and each Defendant’s past or present, direct

or indirect, affiliates, associates, members, partners, partnerships, investment funds, subsidiaries,

parents, predecessors, and successors (collectively “Affiliates”); (ii) all associates, members,

partners, officers, directors, employees, agents, advisors, financial or investment advisors,

Financing Sources, and attorneys (including Defendants’ Counsel) of each Defendant and their

respective Affiliates; (iii) any and all persons, firms, trusts, corporations, officers, directors or

other individuals or entities in which any of the Defendants or their respective Affiliates has a

financial interest; and (iv) the legal representatives, heirs, executors, administrators,

predecessors, successors, predecessors-in-interest, successors-in-interest and assigns of any of

the foregoing.

9. “Released Plaintiffs’ Claims” means any and all Claims which are based upon,

arise out of, result from, relate to, or involve or previously were based upon, arose out of,

resulted from, related to or involved, directly or indirectly, any of the actual, alleged or attempted

actions, transactions, occurrences, statements, representations, misrepresentations, omissions,

allegations, facts, practices, events, claims or any other matters, things or causes whatsoever, or

any series thereof, that (i) were alleged, asserted, set forth, or claimed in the Action or the

Complaint or Amended Complaint against the Released Defendant Parties; (ii) are related to the

subject matter of the claims that were alleged, asserted, set forth, or claimed in the Action or the

Complaint or Amended Complaint against the Released Defendant Parties; or (iii) could have

been alleged, asserted, set forth or claimed in the Action, in the Complaint, in the Amended

Complaint or in any other action, court (whether state or federal), tribunal, forum or proceeding

by Lead Plaintiff or any or all of the other Class Members, including, but not limited to, claims

under any and all federal or state securities laws or federal or state antitrust laws (including those

within the exclusive jurisdiction of the federal courts) and which arise out of or relate to the

Class Members’ Del Monte stockholdings or the Class Members’ status as Del Monte

stockholders during the Settlement Class Period, including, but not limited to, any and all Claims

which are based upon, arise out of, result from, relate in any way to, or involve, directly or

indirectly, (a) the Merger or any element, term, condition or circumstance of the Merger or the

sale process leading up to the Merger, (b) any actions, deliberations, negotiations, discussions,

offers, inquiries, solicitations of interest, indications of interest, bids, due diligence or any act or

omission in connection with the review of strategic alternatives available to Del Monte or the

Merger, including the process of deliberation or negotiation by the Sponsors, Barclays, Del

Monte, the Director Defendants, and any of their respective officers, directors or advisors, (c)

any act, omission, advice or services provided by Barclays or its representatives in connection

with or related to the Merger, (d) the consideration received by Class Members or the financing

provided in connection with the Merger, (e) the Preliminary Proxy and any amendments thereto,

the Proxy and any amendments thereto, the Supplemental Proxy or any other disclosures, SEC

filings, public filings, periodic reports, press releases, proxy statements or other statements

issued, made available, or filed or otherwise disclosed or communicated relating, directly or

indirectly, to the Merger, (f) the March 7, 2011 vote of Del Monte stockholders approving the

Merger, (g) proxy solicitation efforts in connection with the March 7, 2011 vote of the Del

Monte stockholders on the Merger, (h) the First or Second Go-Shop, (i) any fiduciary obligations

in connection with the Merger of the Released Defendant Parties, (j) actions or investments with

respect to (including but not limited to, purchases, repurchases, sales, exercises of rights with

respect to and decisions to hold) securities issued by Del Monte or its affiliates, (k) the setting of

the record date for the Merger and the mailing of the Proxy, or (l) the fees, expenses or costs

incurred in prosecuting, defending, or settling the Action, except to the extent of any Fee and

Expense Award paid from the Settlement Fund pursuant to Section G of the Stipulation;

provided, however, that the Released Plaintiffs’ Claims shall not include (1) the right to enforce

the Stipulation; or (2) any claims solely for statutory appraisal with respect to the Merger

pursuant to Section 262 of the Delaware General Corporation Law by Del Monte shareholders

who properly perfected such claims for appraisal and do not otherwise waive their appraisal

rights.

10. “Released Plaintiff Parties” means Lead Plaintiff, all other Class Members, and

their respective counsel (including Co-Lead Counsel).

11. “Unknown Claims” means any and all Released Plaintiffs’ Claims which Lead

Plaintiff or any other Class Member does not know or suspect to exist in his, her, or its favor at

the time of the release of the Released Plaintiffs’ Claims against the Released Defendant Parties,

including (without limitation) Claims which if known by him, her or it, might have affected his,

her or its decision(s) with respect to the Settlement, and any and all Released Defendants’ Claims

which any Defendant or any other Released Defendant Party does not know or suspect to exist in

his, her, or its favor at the time of the release of the Released Defendants’ Claims against the

Released Plaintiff Parties, including (without limitation) Claims which if known by him, her, or

it might have affected his, her, or its decision(s) with respect to the Settlement. With respect to

any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, the Parties stipulate

and agree that upon the Effective Date, Lead Plaintiff and Defendants shall expressly waive, and

each of the Class Members shall be deemed to have, and by operation of the Judgment shall have

expressly, waived, relinquished and released any and all provisions, rights and benefits conferred

by any law of any state or territory of the United States or other jurisdiction, or principle of

common law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code §

1542, which provides:


Lead Plaintiff and Defendants acknowledge, and the other Class Members by operation of law

shall be deemed to have acknowledged, that they may discover facts in addition to or different

from those now known or believed to be true with respect to the Released Plaintiffs’ Claims and

the Released Defendants’ Claims, but that it is the intention of Lead Plaintiff and Defendants,

and by operation of law the other Class Members, to completely, fully, finally and forever

extinguish any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, known or

unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter

exist, and without regard to the subsequent discovery of additional or different facts. Lead

Plaintiff and Defendants acknowledge, and the other Class Members by operation of law shall be

deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of

Released Plaintiffs’ Claims and Released Defendants’ Claims was separately bargained for and

was a key element of the Settlement.

12. This Action and the Released Plaintiffs’ Claims are hereby dismissed as to the

Released Defendant Parties on the merits and with prejudice, and without costs.

13. Upon the Effective Date, Lead Plaintiff and all Class Members, on behalf of

themselves, their legal representatives, heirs, executors, administrators, estates, predecessors,

successors, predecessors-in-interest, successors-in-interest and assigns, and any person or entity

acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon

fully, finally and forever, release, settle and discharge the Released Defendant Parties from and

with respect to every one of the Released Plaintiffs’ Claims, and shall thereupon be forever

barred and enjoined from commencing, instituting or prosecuting any Released Plaintiffs’ Claims

against any of the Released Defendant Parties.

14. Upon the Effective Date, each of Defendants, on behalf of themselves and the

other Released Defendant Parties and any person or entity acting for or on behalf of, or claiming

under, any of them, and each of them, shall thereupon fully, finally and forever, release, settle

and discharge the Released Plaintiff Parties from and with respect to every one of the Released

Defendants’ Claims, and shall thereupon be forever barred and enjoined from commencing,

instituting or prosecuting any of the Released Defendants’ Claims against any of the Released

Plaintiff Parties.

15. Neither the Stipulation, nor the fact or any terms of the Settlement, nor any

communications relating thereto, is evidence, or an admission or concession by any Party or their

counsel, Class Member, or any other Released Defendant Party or Released Plaintiff Party, of

any fault, liability or wrongdoing whatsoever, as to any facts or claims alleged or asserted in the

Action, or any other actions or proceedings, or as to the validity or merit of any of the claims or

defenses alleged or asserted in any such action or proceeding. The Stipulation shall not be

deemed a finding or evidence of the validity or invalidity of any claims or defenses in the Action,

any wrongdoing by any Party, Class Member or other Released Defendant Party or Released

Plaintiff Party, or any damages or injury to any Party, Class Member or other Released

Defendant Party or Released Plaintiff Party. Neither the Stipulation, nor any of the terms and

provisions of the Stipulation, nor any of the negotiations or proceedings in connection therewith,

nor any of the documents or statements referred to herein or therein, nor the Settlement, nor the

fact of the Settlement, nor the Settlement proceedings, nor any statements in connection

therewith, (a) shall (i) be argued to be, used or construed as, offered or received in evidence as,

or otherwise constitute an admission, concession, presumption, proof, evidence, or a finding of

any liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or

omissions on the part of any of the Released Defendant Parties or Released Plaintiff Parties, or of

any infirmity of any defense, or of any damage to Lead Plaintiff or any other Class Member, or

(ii) otherwise be used to create or give rise to any inference or presumption against any of the

Released Defendant Parties or Released Plaintiff Parties concerning any fact or any purported

liability, fault, or wrongdoing of the Released Defendant Parties or Released Plaintiff Parties or

any injury or damages to any person or entity, or (b) shall otherwise be admissible, referred to or

used in any proceeding of any nature, for any purpose whatsoever; provided, however, that the

Stipulation and/or Judgment may be introduced in any proceeding, whether in this Court or

otherwise, as may be necessary to argue and establish that the Stipulation and/or Judgment has

res judicata, collateral estoppel or other issue or claim preclusion effect or to otherwise

consummate or enforce the Settlement and/or Judgment or to secure any insurance rights or

proceeds of any of the Released Defendant Parties or Released Plaintiff Parties.

16. Co-Lead Counsel are hereby awarded attorneys’ fees in the sum of

$______________________________ in connection with the Action, which sum the Court finds

to be fair and reasonable, and reimbursement of expenses in the amount of

$______________________________. Such sums shall be paid pursuant to the provisions of

the Stipulation. No counsel representing any Class Member in any action shall make any further

or additional application for fees and expenses to the Court or any other court.

17. If the Effective Date does not occur, this Order and Final Judgment shall be

rendered null and void and shall be vacated and, in such event, all orders entered and releases

delivered in connection herewith shall be null and void and the Parties shall be returned, without

prejudice in any way, to their respective litigation positions immediately prior to the execution of

the Stipulation.

18. The binding effect of this Order and Final Judgment and the obligations of

Lead Plaintiff, Class Members and Defendants under the Settlement shall not be conditioned

upon or subject to the resolution of any appeal from this Order and Final Judgment that relates

solely to the issue of Co-Lead Counsel’s (or any other counsel’s) application for an award of

attorneys’ fees and expenses.

19. All Class Members shall be and are deemed bound by the Stipulation and this

Order and Final Judgment. This Order and Final Judgment, including the release of all Released

Plaintiffs’ Claims against all Released Defendant Parties, shall have res judicata, collateral

estoppel and all other preclusive effect in all pending and future lawsuits, arbitrations or other

proceedings maintained by, or on behalf of, Lead Plaintiff or any Class Members, as well as their

respective heirs, executors, administrators, estates, predecessors-in-interest, predecessors,

successors-in-interest, successors, and assigns and anyone claiming through or on behalf of any

of them.

20. Without further order of this Court, the Parties may agree in writing to

reasonable extensions of time to carry out any of the provisions of the Stipulation.

21. Without affecting the finality of this Order and Final Judgment in any way, this

Court reserves jurisdiction over all matters relating to the administration and consummation of

the Settlement.

Dated: ______________, 2011 Vice Chancellor Laster

Documents

Transaction ID 40143010 Case No. 6027-VCL IN THE …amlawdaily.typepad.com/10062011delmonte_settle.pdf · in the court of chancery of the state of delaware in re del monte foods company