X0202 4 2006-09-21 0000866873 DEL MONTE FOODS CO DLM 0001243127 LOMMERIN NILS DEL MONTE CORPORATION ONE MARKET @ THE LANDMARK SAN FRANCISCO CA 94105 0 1 0 0 EVP, Operations Common Stock, $0.01, par value 2006-09-21 4 A 0 19300 A 108690 D Employee Stock Option (right to purchase) 10.37 2006-09-21 4 A 0 130000 0 A 2016-09-21 Common Stock, $0.01, par value 130000 130000 D Performance Share 2006-09-21 4 A 0 32000 0 A Common Stock, $0.01, par value 32000 89200 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% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009; 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 2, 2010; and 50% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 1, 2011. 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 performance shares are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have reported these performance shares voluntarily. Performance shares either vest or forfeit on their respective vesting dates. Includes 57,200 performance shares previously reported voluntarily with different vesting terms. James Potter, signed pursuant to power of attorney 2006-09-25