X0303 4 2009-09-24 0000866873 DEL MONTE FOODS CO DLM 0001243118 MARTIN TERENCE D DEL MONTE CORPORATION ONE MARKET @ THE LANDMARK SAN FRANCISCO CA 94105 1 Common Stock, $0.01, Par Value 2009-09-24 4 A 0 7021 0 A 81768 D Respresents deferred restricted stock units issued under Del Monte Foods Company's 2002 Stock Incentive Plan in connection with deferrals made under Del Monte Foods Company's 2005 Non-Employee Director Deferred Compensation Plan. Vests in equal installments over an approximate three-year period, with one-third vesting immediately prior to each of the three Annual Meetings of Stockholders in 2010, 2011 and 2012. In the event a non-employee director's service terminates for any reason between Annual Meetings, vesting is prorated. Deferral of annual equity compensation, which was granted in accordance with the provisions of the Del Monte Non-Employee Director Compensation Plan. Includes 44,648.45 deferred stock units (including 16,473 deferred restricted stock units). /s/ James Potter, signed pursuant to power of attorney 2009-09-28