Exhibit 99.5
Pursuant to the provisions of Instruction 2 to Item 601,
the Registrant omits the Retention Agreement between Del Monte
Corporation and Xxxx X. Xxxxxx, dated December 11, 1995 (the
"Xxxxxx Retention Agreement"). The Xxxxxx Retention Agreement is
substantially similar in all material respects to the Retention
Agreement between Del Monte Corporation and Xxxxx X. Xxxxxx,
dated December 11, 1995 (the "Haycox Retention Agreement") filed
as Exhibit 10.6. The Xxxxxx Retention Agreement differs from the
Haycox Retention Agreement only as to the parties thereto.