SECOND AMENDMENT RESTATED DEL MONTE FOODS RETAIL BROKERAGE AGREEMENT

Exhibit 10.16

Certain portions of this agreement, for which confidential treatment has been requested,

have been omitted and filed separately with the Securities and Exchange Commission.

Sections of the agreement where portions have been omitted have been identified in the text.

SECOND AMENDMENT

RESTATED DEL MONTE FOODS

RETAIL BROKERAGE AGREEMENT

This Second Amendment (“2^nd Amendment”) dated September 22, 2009 shall amend the Restated Del Monte Foods Retail Brokerage Agreement dated November 4, 2008 and subsequently amended on May 4, 2009 (the “Agreement”) by and between Del Monte Corporation, a corporation with its main business office at One Market @ the Landmark, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (the “Client”) and Advantage Sales & Marketing LLC, a limited liability company with its main business office at 00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (“Broker”).

WHEREAS, the parties desire to amend the Agreement to revise Attachment B-1A.

NOW, THEREFORE, in acknowledgement of good and valuable consideration, the sufficiency of which is acknowledged, the parties agree to add to the Agreement as follows:

1. Attachment B-1B: The parties agree to replace “Attachment B-1A” in its entirety with “Attachment B-1B” as attached hereto.

2. No Other Change: Except as modified by the Second Amendment, the Agreement will remain in full force and effect as set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their duly authorized representatives as of the date first above written.

ADVANTAGE SALES & MARKETING LLC						DEL MONTE CORPORATION
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxx X. Xxxx
Name:		Xxxxx Xxxxxx				Name:		Xxx X. Xxxx
Title:		President of Sales				Title:		EVP Sales
Date:		September 22, 2009				Date:		September 22, 2009

ATTACHMENT B-1B

DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT

Applicable Brokerage Rates/Classes of Trade/Other Compensation

Brokerage Commissions shall be computed where applicable on the billed sales to the customers and classes of trade set forth below. Effective as of the Effective Date and subject to the exclusions set forth herein, Brokerage Commissions shall be paid at the commission rates set forth below applied to Client’s adjusted base delivered price (see provision 2 of Agreement). Commission rates and/or other payments for services under this Agreement may be amended upon mutual agreement by the parties in writing.

A.		Del Monte Brands, Del Monte Pet Products (Retail), Seafood College Inn Broth, Produce (except as indicated on Schedule B-2)				Applicable Base Brokerage Rate
		I.		Retail Grocery Customers
				(Except Wal*Mart Super Center Retail – see below)
				•    Non-Produce		[***]*
				•    Produce		[***]*
				•    Skarkist SeaSation’s (frozen)		[***]*
		II.		Drug Stores (except as specifically indicated) (Excluding Long’s Drug)		[***]*
		III.		Dollar Stores (except as specifically indicated)
				(Including Dollar Tree and Bargain Wholesale effective 8/25/08)		[***]*
		IV.		Convenience Stores (as specifically agreed)		[***]*
		V.		Administrative Support Customers (CVS Including Long’s Drug,
				Walgreens, Rite Aid)		[***]*
		VI.		All Channels: Hawaii (Including Long’s Drug)		[***]*
		VII.		Minor Mass		[***]*
		VIII.		Specialty Distributors		[***]*

Bonuses, if applicable, shall be paid at rates mutually agreed upon by the parties.

B.    Dedicated Retail Team. In addition to the brokerage rates set forth above, Broker shall be paid a lump sum payment of $[***]^* monthly for Dedicated Retail Team (DRT) services in the grocery channel. Services provided by the DRT shall consist of customary dedicated retail services including the following:

Retail Distribution Management

New Product Distribution

Modular Integrity Oversight

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Retail Audits

Retail Call Reporting (Date and Location of Retail Calls)

The DRT shall perform services for all Client customers in the grocery channel (including the national retailers directly serviced by Client (identified on Attachment C hereto) and those retail grocery accounts managed by Xxxxx X. Xxxxxx Company), as defined in the agreed deployment model.

C.    In-Store Execution/Reset Activity. Client shall pay to Broker a monthly payment for all grocery channel in-store execution and reset activity based on (i) actual labor support supplied during a month (at Broker’s published retail service rates), and (ii) to the extent applicable, Client’s pro-rata share of customer charges for in-store execution/reset activity. Broker in-store execution/reset activity shall be performed in accordance with plans and budgets approved in advance by Client. Broker shall submit a detailed invoice for in-store execution/reset activity to Client by the fifteenth day of the month following the month in which such services were performed. All charges set forth in such invoice shall be substantiated by reasonable supporting documentation or records. Payment for In-Store Execution/Reset Activity shall be capped at $[***]* per Client fiscal year. Fixed budgets to include both Grocery Produce and Starkist SeaSations Reset and Surge fees.

D.    Other Services. Broker shall perform such other services as specified by Client at rates and subject to terms mutually agreed to by Client and Broker.

E.		Wal*Mart Super Center and Division I Retail Coverage
		1.		Retail Calls
				(Covering Del Monte Brands, Pet Products,
				Seafood, College Inn Broth and Produce)
				- Frequency TBD by Del Monte				$[***]*
				Estimated length of average call at WMSC				[***]*.
				Estimated length of average call at Division I				[***]*.
				Estimated length of average call at Neighborhood Markets				[***]*.
		2.		Store Set Up
				A.		- New Store		$[***]*
				B.		- Existing Stores		$[***]*

F.    Development Projects

As directed by Client and agreed to by Broker, to be paid on a per-project basis.

G.    Back Office Support Services

As mutually agreed by the parties.

H.    Exclusions:

Institutional (except for food service items ordered by covered retail customers, as agreed by Client)

Government and Military

Club

Private Label

Vending

Food Ingredients

Export

As set forth herein

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION