X0202 4 2005-06-23 0000866873 DEL MONTE FOODS CO DLM 0001243112 WOLFORD RICHARD G DEL MONTE CORPORATION ONE MARKET @ THE LANDMARK SAN FRANCISCO CA 94105 1 1 0 0 COB, President and CEO Performance Share 2005-06-23 4 A 0 5012 0 A Common Stock 5012 119000 D 1 for 1 Vesting of performance shares is based on the Company's achievement of certain ROIC targets with 25% vesting on the first day after the Company files its Form 10-K for the fiscal year ending April 29, 2007, if the ROIC target for that performance period is met; 25% vesting on the first day after the Company files its Form 10-K for the fiscal year ending April 27, 2008, if the ROIC target for that performance period is met; and 50% vesting on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009, if the ROIC target for that performance period is met. Because the vesting of the performance shares is tied to a performance measure that is not the Company's stock price, the performace shares are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have made this filing voluntarily. Performance shares either vest or forfeit on their respective vesting dates. The vesting of the performance share award shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. James Potter, signed pursuant to power of attorney 2005-06-23