X0202 4 2005-09-29 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 Common Stock, $0.01, par value 67039 I Richard G. Wolford, TTEE Trust U/A March 19, 2003 Common Stock, $0.01, par value 2005-09-29 4 A 0 90900 A 281579 D Employee Stock Option (right to purchase) 10.24 2005-09-29 4 A 0 631300 0 A 2015-09-29 Common Stock, $0.01, par value 631300 631300 D Performance Share 2005-09-29 4 A 0 151500 0 A Common Stock, $0.01, par value 151500 270500 D Performance Accelerated Restricted Stock Units that generally vest 100% on the fifth anniversary of the transaction date; vesting may be accelerated to third or fourth anniversary of transaction date if certain performance milestones are met. This entry reflects the grant of Performance Accelerated Restricted Stock Units and accordingly the price is left blank. Options generally vest 25% per year for four (4) years beginning with the first anniversary of the transaction date. 1 Performance Share for 1 share of Common Stock. Vesting of performance shares generally 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 27, 2008, 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 May 3, 2009, 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 2, 2010, if the ROIC target for that performance period is met. 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. 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. Includes 119,000 performance shares previously reported voluntarily with different vesting terms. James Potter, signed pursuant to power of attorney 2005-10-03