DEL MONTE FOODS COMPANY

One Market @ The Landmark

San Francisco, California 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held September 29, 2005

Dear Stockholder:

           You are invited to attend the Annual Meeting of Stockholders of Del Monte Foods Company, a Delaware corporation (the “Company”). The annual meeting will be held on Thursday, September 29, 2005 at 10:00 a.m. Pacific Time at the Hyatt Regency San Francisco, Five Embarcadero Center, San Francisco, California 94111 for the following purposes:

           These items of business are more fully described in the Proxy Statement accompanying this Notice.

           YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES AND IN FAVOR OF THE PROPOSALS OUTLINED IN THE ACCOMPANYING PROXY STATEMENT.

           The record date for the Annual Meeting of Stockholders is August 4, 2005. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof.

San Francisco, California

August 16, 2005

Table of Contents

DEL MONTE FOODS COMPANY

One Market @ The Landmark

San Francisco, California 94105

PROXY STATEMENT

FOR THE 2005 ANNUAL MEETING OF STOCKHOLDERS

Questions and Answers About This Proxy Material and Voting

Why am I receiving these materials?

           We sent you this proxy statement and the enclosed proxy card because the Board of Directors of Del Monte Foods Company (sometimes referred to as the “Company” or “Del Monte”) is soliciting your proxy to vote at the 2005 Annual Meeting of Stockholders and at any adjournment or postponement thereof. You are invited to attend the annual meeting and we request that you vote on the proposals described in this proxy statement. However, you do not need to attend the annual meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

           The Company intends to mail this proxy statement and accompanying proxy card on or about August 17, 2005 to all stockholders of record entitled to vote at the annual meeting.

Who can vote at the annual meeting?

           Only stockholders of record at the close of business on August 4, 2005 will be entitled to vote at the annual meeting. On this record date, there were 199,292,741 shares of common stock outstanding and entitled to vote.

           Stockholder of Record: Shares Registered in Your Name

           If on August 4, 2005 your shares were registered directly in your name with the Company’s transfer agent, The Bank of New York, then you are a stockholder of record. As a stockholder of record, you may vote in person at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

           Beneficial Owner: Shares Registered in the Name of a Broker or Bank

           If on August 4, 2005 your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

           There are three matters scheduled for a vote:

How do I vote?

           You may either vote “For” all the nominees to the Board of Directors or you may abstain from voting for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple:

           Stockholder of Record: Shares Registered in Your Name

           If you are a stockholder of record, you may vote in person at the annual meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the annual meeting and vote in person if you have already voted by proxy.

           Beneficial Owner: Shares Registered in the Name of Broker or Bank

           If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Del Monte. Simply complete and mail the proxy card to ensure that your vote is counted. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

How many votes do I have?

           On each matter to be voted upon, you have one vote for each share of common stock you own as of August 4, 2005.

What if I return a proxy card but do not make specific choices?

           If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “For” the election of all nominees for director, “For” the amendment and restatement of the Del Monte Foods Company 2002 Stock Incentive Plan, and “For” the ratification of KPMG LLP, an independent registered public accounting firm, as independent auditors of Del Monte for its fiscal year ending April 30, 2006. The Company does not expect that any matters other than the election of directors and the proposals described herein will be brought before the annual meeting. If any other matter is properly presented at the annual meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his best judgment.

Who is paying for this proxy solicitation?

           We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may retain the services of Georgeson Shareholder Communications Inc. in connection with soliciting proxies for the Annual Meeting of Stockholders for an estimated fee of $12,500 to $15,000, plus appropriate out of pocket expenses. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one proxy card?

           If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

           Yes.     You can revoke your proxy at any time before the final vote at the annual meeting. You may revoke your proxy in any one of three ways:

Please note that to be effective, your new proxy card or written notice of revocation must be received by the Corporate Secretary prior to the annual meeting.

When are stockholder proposals due for next year’s annual meeting?

           To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by April 19, 2006, to Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575.

           In accordance with the Company’s Bylaws, if you wish to submit a proposal for consideration at next year’s annual meeting that is not to be included in next year’s proxy materials or wish to nominate a candidate for election to the Board of Directors at next year’s annual meeting, your proposal or nomination must be submitted in writing and received by the Corporate Secretary not less than 90 days nor more than 120 days before the date designated for the 2006 annual meeting or, if the 2006 annual meeting date has not been designated at least 105 days before such annual meeting, then no later than 15 days after the designation of the annual meeting date. The Company currently anticipates that the 2006 Annual Meeting of Stockholders will be held on September 28, 2006 and accordingly such proposals or nominations must be received by the Corporate Secretary no later than June 30, 2006 and no earlier than May 31, 2006. Without limiting the Company’s ability to apply the advance notice provisions in the Company’s Bylaws with respect to the procedures which must be followed for a matter to be properly presented at an annual meeting of stockholders, the Company’s management will have discretionary authority to vote all shares for which it has proxies using its best judgment with respect to any matter received after June 30, 2006, which may be in opposition to the matter.

           A submission by a Del Monte stockholder must contain the specific information required in Del Monte’s Bylaws. If you would like a copy of Del Monte’s current Bylaws, please write to Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575. Del Monte’s current Bylaws may also be found on the Company’s web site at www.delmonte.com.

How are votes counted?

           Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count “For” and (with respect to proposals other than the election of directors) “Against” votes, abstentions and broker non-votes. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner (despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions). Abstentions will be counted towards the

vote total for each proposal, and will have the same effect as “Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

How many votes are needed to approve each proposal?

What is the quorum requirement?

           A quorum of stockholders is necessary to hold a valid annual meeting. A quorum will be present if at least a majority of the outstanding shares are represented by proxy or by stockholders present and voting at the annual meeting. On the record date, there were 199,292,741 shares outstanding and entitled to vote. Thus, 99,646,371 shares must be represented by proxy or by stockholders present and voting at the annual meeting to have a quorum.

           Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the annual meeting or holders of a majority of the votes present at the annual meeting may adjourn the annual meeting to another time or date.

How can I find out the results of the voting at the annual meeting?

           Preliminary voting results will be announced at the annual meeting. Final voting results will be published in Del Monte’s Quarterly Report on Form 10-Q for the second quarter of its 2006 fiscal year.

Proposal 1

Election of Directors

           Del Monte’s Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class shall serve for the remainder of the full term of that class, and until such director’s successor is elected and qualified or until such director’s death, resignation or removal. This includes vacancies created by an increase in the number of directors.

           The Board of Directors presently has nine members. There are three directors in Class II, which is the class whose term of office expires in 2005. Each of the nominees for election to this class is currently a director of the Company and was selected by the Board of Directors as a nominee in accordance with the recommendation of the Nominating and Corporate Governance Committee. Ms. Henderson and Mr. Johnston were appointed to the Board of Directors in December 2002 following Del Monte’s acquisition of certain businesses of H.J. Heinz and at that time were designees of H.J. Heinz approved by Del Monte pursuant to the terms of the acquisition. Mr. Bruer has been a member of the Board of Directors since August 1997 when Mr. Bruer was appointed to the Board of Directors following the April 1997 recapitalization of Del Monte led by Texas Pacific Group. Mr. Bruer continued on the Board of Directors following Del Monte’s acquisition of certain businesses of H.J. Heinz and at that time was a designee of Del Monte approved by H.J. Heinz pursuant to the terms of the acquisition If elected at the annual meeting, each of these nominees would serve until the 2008 annual meeting and until his or her successor is elected and has qualified, or until the director’s death, resignation or removal.

           Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to attend annual meetings of stockholders. Seven directors, representing all but two of the Company’s then directors, attended the 2004 Annual Meeting of Stockholders, which was held in September 2004. One of the absent directors ceased serving as a director of the Company immediately following the 2004 Annual Meeting of Stockholders.

           The following is a brief biography of each nominee and each current director, including each director whose term will continue after the 2005 Annual Meeting of Stockholders.

Nominees for Election for a Three-year Term Expiring at the 2008 Annual Meeting

Timothy G. Bruer

Mr. Bruer became a director of Del Monte in August 1997. In March 2004, Mr. Bruer became Chief Executive Officer of Shadewell Grove Foods, Inc., the successor company to Nonni’s Food Co., Inc., where he had served as Chief Executive Officer since December 1998. In April 2005, Mr. Bruer also began serving as Chief Executive Officer of Genisoy Food Co. Inc. Mr. Bruer was President and Chief Executive Officer and a director of Silverado Foods, Inc. from April 1997 to December 1998. From 1992 until 1997, he was Vice President and General Manager of the Culinary Division of Nestle. He was a director of Authentic Specialty Foods, Inc. from May 1997 to September 1998. Mr. Bruer is 48.

Mary R. Henderson

Ms. Henderson became a director of Del Monte in December 2002. Ms. Henderson serves as an independent consultant to the consumer and packaged goods industries. She was Corporate Vice President, Global Core Business Development for Bestfoods, Inc. from 1999 until December 2000. Ms. Henderson previously served as President of Bestfoods Grocery from 1997 to 1999, and President of Bestfoods Specialty Markets from 1993 to 1997. She served as a director of The Shell Transport and Trading Company, p.l.c. from 2001 until July 2005. In June 2005 she was elected a director of Royal Dutch Shell plc. Ms. Henderson is also a director of AXA Financial, Inc. and Pactiv Corporation. Ms. Henderson is 55.

Gerald E. Johnston

Mr. Johnston became a director of Del Monte in December 2002. Mr. Johnston has served as President and Chief Executive Officer of The Clorox Company since 2003 and was named chairman of its board of directors in 2005. He has been employed by The Clorox Company since 1981, previously serving as President and Chief Operating Officer from 1999 to 2003, Group Vice President from 1996 to 1999, Vice President — Kingsford Products from 1993 to 1996 and Vice President, Corporate Development, from 1992 until 1993. Mr. Johnston is 58.

The Board of Directors Recommends

a Vote in Favor of Each Named Nominee.

Directors Continuing in Office Until the 2006 Annual Meeting

Samuel H. Armacost

Mr. Armacost became a director of Del Monte in December 2002. Mr. Armacost has served as Chairman of the board of directors of SRI International, formerly Stanford Research Institute, an independent technology development and consulting organization, since 1998. He was a Managing Director of Weiss, Peck & Greer LLC from 1990 until 1998 and Managing Director of Merrill Lynch Capital Markets from 1987 until 1990. He was President, Director and Chief Executive Officer of BankAmerica Corporation from 1981 until 1986. Mr. Armacost also serves as a director of ChevronTexaco Corp., Exponent, Inc., Callaway Golf Company and Franklin Resources, Inc. Mr. Armacost is 66.

Terence D. Martin

Mr. Martin became a director of Del Monte in December 2002. Mr. Martin was Senior Vice President and Chief Financial Officer of the Quaker Oats Company from 1998 to 2001. From 1995 to 1998, he was Executive Vice President and Chief Financial Officer of General Signal Corporation. Mr. Martin was Chief Financial Officer and Member of the Executive Committee of American Cyanamid Company from 1991 to 1995, and served as Treasurer from 1988 to 1991. Mr. Martin is 62.

Richard G. Wolford

Mr. Wolford joined Del Monte as Chief Executive Officer and a Director in April 1997. He was elected President of Del Monte in February 1998 and was elected Chairman of the Board in May 2000. From 1967 to 1987, he held a variety of positions at Dole Foods, including President of Dole Packaged Foods from 1982 to 1987. From 1988 to 1996, he was Chief Executive Officer of HK Acquisition Corp. where he developed food industry investments with venture capital investors. Mr. Wolford is 60.

Directors Continuing in Office Until the 2007 Annual Meeting

Victor L. Lund

Mr. Lund became a director of Del Monte in March 2005. Mr. Lund served as Vice-Chairman of Albertson’s, Inc., a food and drug retailer, from June 1999 until June 2002. Mr. Lund served as Chairman of the Board and Chief Executive Officer of American Stores Company prior to its acquisition by Albertson’s in June 1999. He also served as President of American Stores Company from 1992 until 1995. Prior to joining American Stores Company in 1977, Mr. Lund was a practicing certified public accountant. Most recently, from May 2002 to December 2004, Mr. Lund served as the non-executive Chairman of the Board of Mariner Health Care, Inc. a long-term health care services company. Mr. Lund also currently serves on the boards of Borders Group, Inc., NCR Corporation and Service Corporation International. Mr. Lund is 57.

Joe L. Morgan

Mr. Morgan became a director of Del Monte in December 2002. Mr. Morgan has been a baseball broadcaster and analyst for ABC, NBC and ESPN since 1985. From 1987 to 1998, he was President and Chief Executive Officer of Joe Morgan Beverage Company. Mr. Morgan was an Owner-Operator of three Wendy’s franchises from 1985 to 1988. In 1963, Mr. Morgan began his professional baseball career which culminated in his election to the Baseball Hall of Fame in 1990, five years after his retirement as a player. Mr. Morgan is 61.

David R. Williams

Mr. Williams became a director of Del Monte in December 2002 and was Executive Vice President of H.J. Heinz Company from July 2002 to September 2002. Prior to such time, he was Heinz’s Executive Vice President and President and Chief Executive Officer-Heinz Europe, Middle East, Africa and India, from August 2000 to July 2002 and Executive Vice President-Asia from June 1996 to August 2000. Mr. Williams, a former director of Heinz, retired from the Heinz board of directors in September 2002. Mr. Williams also serves on the board of KCRS Inc. and on the European Mergers and Acquisitions Advisory Board of Lehman Brothers. Mr. Williams is 62.

Board Meetings and Committees

           The Board of Directors of Del Monte Foods Company held six meetings during the fiscal year ended May 1, 2005. The Board of Directors currently has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

           During the fiscal year ended May 1, 2005, each incumbent Board member attended 75% or more of the aggregate of the meetings of the Board of Directors and of the committees on which he or she served, held during the period for which he or she was a director or committee member, respectively.

           The following table provides a summary of the membership of each of the standing committees of the Board of Directors during the fiscal year ended May 1, 2005:

Audit Committee

           The Audit Committee of the Board of Directors assists the Board of Directors in its oversight of the Company’s corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. The Audit Committee generally oversees the disclosure controls and procedures and the internal controls and procedures established by the Company to provide full, fair, accurate, timely and understandable disclosure in its periodic reports and proxy statements. The Audit

Committee also reviews the financial statements to be included in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; reviews the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; discusses with management and the independent auditors the Company’s accounting principles, critical accounting estimates and other matters that could have a significant impact on the Company’s financial statements; discusses with management and the independent auditors the results of the annual integrated audit as well as the Company’s annual and quarterly financial statements; and oversees the internal audit department. The Audit Committee is responsible for periodically reviewing and updating the Company’s Standards of Business Conduct as well as the Company’s performance relative to such Standards. Additionally, the Audit Committee has sole authority to grant waivers to directors and executive officers relating to the Company’s Standards of Business Conduct.

           The Audit Committee is also responsible for interacting directly with and evaluating the Company’s independent auditors. With respect to the independent auditors, the Audit Committee evaluates the performance of and assesses the qualifications of the independent auditors; determines the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed audit or lawfully permitted non-audit services; and monitors the rotation of partners of the independent auditors on the Company engagement team as required by law. In connection with approving services by the Company’s independent auditors as required by Section 202 of the Sarbanes-Oxley Act of 2002, the Audit Committee has adopted a Statement of Policy and Procedures regarding Pre-Approval of Engagements for Audit and Non-Audit Services that is attached as Annex A to these proxy materials.

           The Audit Committee operates under a written charter adopted by the Board of Directors. For additional information regarding the Audit Committee’s duties and responsibilities, please refer to the Audit Committee’s Charter, which is attached as Annex B to these proxy materials and is also available on the Company’s web site at www.delmonte.com.

           Three directors currently comprise the Audit Committee: Messrs. Bruer, Martin, and Williams. Mr. Martin currently serves as the Chair of the Audit Committee. The Audit Committee consists entirely of directors who were determined by the Board of Directors to meet the definition of “independent” within the meaning of the Company’s Corporate Governance Guidelines, the Audit Committee’s Charter, Sections 303.01(B)(2)(a) and (3) of the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

           Each member of the Audit Committee is financially literate. Additionally, the Board of Directors has determined that Mr. Martin qualifies as an “audit committee financial expert” as such term is defined in Item 401(h)(2) of the Securities and Exchange Commission’s Regulation S-K and is “independent” within the meaning of Sections 303.01(B)(2)(a) and (3) of the NYSE listing standards, as set forth under Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act. The Board made a qualitative assessment of Mr. Martin’s level of knowledge and experience based on a number of factors, including his experience as a corporate financial officer. The members of our Audit Committee do not currently serve on the audit committee of any other public company; accordingly, each member complies with the Company’s Corporate Governance Guidelines which restrict Audit Committee members from simultaneously serving on the audit committees of more than three public companies (including the Company), without a specific Board determination that such simultaneous service will not impair the ability of such member to serve on the Audit Committee.

           The Audit Committee met nine times during the fiscal year ended May 1, 2005. Additionally, pursuant to authority delegated to him by the Audit Committee, Mr. Martin acted by written consent three times in order to approve certain services to be provided by KPMG LLP, the Company’s independent auditors. For additional information regarding the activities of the Audit Committee during fiscal 2005, please see the “Report of the Audit Committee of the Board of Directors.”

Compensation Committee

           The Compensation Committee of the Board of Directors reviews and approves the overall compensation strategy and policies for the Company. In this regard, the Compensation Committee reviews and approves the philosophy for compensation of the Company’s executives and other employees; establishes or recommends compensation plans and programs for senior executives and other employees; reviews the adequacy of such plans and programs; administers the Company’s incentive and equity-based plans and programs; reviews and evaluates the performance of the Company’s Chief Executive Officer; reviews and approves the compensation and other terms of employment of the Company’s Chief Executive Officer and named executive officers; and reviews and monitors management development and succession plans. The Company also has a non-officer stock option committee, consisting of the Company’s Chairman of the Board, that may award stock options to employees who hold positions below the level of senior vice president.

           The Compensation Committee operates under a written charter adopted by the Board of Directors. For additional information regarding the Compensation Committee’s duties and responsibilities, please refer to the Compensation Committee’s Charter, which is attached as Annex C to these proxy materials and is also available on the Company’s web site at www.delmonte.com.

           Three directors currently comprise the Compensation Committee: Messrs. Armacost, Martin and Williams. Mr. Armacost currently serves as the Chair of the Compensation Committee. The Compensation Committee consists entirely of directors who were determined by the Board of Directors to meet the definition of “independent” within the Company’s Corporate Governance Guidelines and the Compensation Committee’s Charter, the “non-employee director” standard within the meaning of Section 16b-3 of the Securities Exchange Act of 1934, and the “outside director” standard within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

           The Compensation Committee met eight times during the fiscal year ended May 1, 2005. For additional information regarding the activities of the Compensation Committee during fiscal 2005, please see the “Report of the Compensation Committee of the Board of Directors.”

Nominating and Corporate Governance Committee

           The Nominating and Corporate Governance Committee of the Board of Directors is responsible for overseeing the performance of the Board of Directors and its committees and developing the Company’s policies relating to corporate governance. In this regard, the Nominating and Corporate Governance Committee considers and recommends Board size and composition, taking into account important competencies; oversees the annual evaluation of the Board of Directors and its standing committees; evaluates and recommends to the Board of Directors the slate of nominees for directors to be elected by the Company’s stockholders and the persons to be appointed to the Board by the Board of Directors; evaluates and recommends those directors to be appointed to the various standing Board committees; recommends the responsibilities of these committees; and periodically reviews and assesses the adequacy of the Company’s Corporate Governance Guidelines. For a discussion of the Nominating and Corporate Governance Committee’s processes and criteria used in evaluating and recommending to the Board of Directors the slate of nominees for directors to be elected by the Company’s stockholders (or, in the event of a vacancy to be filled by the Board, appointed to the Board), please see “Proposal 1 — Election of Directors — Corporate Governance — Nomination Process.”

           The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors. The Nominating and Corporate Governance Committee’s Charter is available on the Company’s web site at www.delmonte.com.

           Three directors currently comprise the Nominating and Corporate Governance Committee: Messrs. Johnston and Morgan and Ms. Henderson. Ms. Henderson currently serves as the Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee currently consists entirely of directors who were determined by the Board of Directors to meet

the definition of “independent” within the Company’s Corporate Governance Guidelines and the Nominating and Corporate Governance Committee’s Charter.

           The Nominating and Corporate Governance Committee met seven times during the fiscal year ended May 1, 2005.

Independence Under Del Monte’s Corporate Governance Guidelines

           Under the Company’s Corporate Governance Guidelines, a director is currently considered “independent” if the Board of Directors affirmatively determines that the director has no material relationship with Del Monte (directly or as a partner, stockholder or officer of an organization that has a relationship with Del Monte). The Board of Directors has established the following guidelines to assist its determination of independence:

           In September 2004, following the 2004 Annual Meeting of Stockholders, the Board applied the foregoing standards to the eight directors who were then members of the Board of Directors. Additionally, in March 2005, in connection with the appointment of Mr. Lund to the Board of Directors, the Board applied the foregoing standards to Mr. Lund. Based upon such evaluations, the Board affirmatively determined that each of Messrs. Armacost, Bruer, Johnston, Lund, Martin, Morgan, and Williams, and Ms. Henderson were “independent” within the Corporate Governance Guidelines. Questionnaires are sent periodically to the directors regarding matters that might affect their independence so that, if necessary, such changes in circumstance may be evaluated by the Board of Directors.

           As required under NYSE listing standards and the Company’s Corporate Governance Guidelines, the Company’s independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Company’s independent directors include all non-management directors of the Company. The Chairperson of the Nominating and Corporate Governance Committee presides over these executive sessions.

Compensation Committee Interlocks and Insider Participation

           As noted previously, the Compensation Committee of the Board of Directors is currently composed of Messrs. Armacost, Martin and Williams. There are no relationships involving the members of the Compensation Committee or the executive officers of Del Monte that are required to be disclosed under Item 402(j) of Regulation S-K.

Compensation of Directors

           Currently, our non-employee directors are compensated for their services pursuant to Del Monte’s Non-Employee Directors Compensation Plan, which was adopted in January 2003 and revised in June 2005 to include a travel policy. All Del Monte directors other than Mr. Wolford are currently eligible under the plan. Each eligible director earns an annual retainer consisting of $35,000 cash, paid in quarterly installments, and $35,000 worth of Del Monte common stock, issued in quarterly installments under the Del Monte Foods Company 2002 Stock Incentive Plan. The number of shares of Del Monte common stock to be issued for each installment is calculated by dividing the intended value of the stock to be issued by the average of the high and low prices of Del Monte’s common stock on the last trading day of the applicable quarter. In addition, each director earns $2,000 for each Board meeting attended and $1,500 for each committee meeting attended; however, the chair of the Audit Committee earns $4,500 for each such meeting and the chair of the Compensation Committee earns $3,000 for each such meeting.

           On January 22, 2003, the Board of Directors adopted the Del Monte Foods Company 2003 Non-Employee Director Deferred Compensation Plan, effective April 28, 2003 (“2003 Director Deferred Plan”). Under the 2003 Director Deferred Plan, non-employee directors could elect in advance to defer the receipt of 0%, 50% or 100% of either or both of the cash and stock components of their annual retainer. The deferred amounts are converted into deferred stock units and are distributed, upon termination of service on the Board of Directors, in the form of shares of Del Monte common stock. Such distribution is made, at the participating non-employee director’s election, either in a lump sum or in equal annual installments over not more than fifteen years. Non-employee directors were first able to make such elections with respect to their annual retainers for fiscal 2004. Deferred stock units issued in connection with deferrals made under the 2003 Director Deferred Plan, as well as any shares distributed in respect thereof, are issued under the Del Monte Foods Company 2002 Stock Incentive Plan.

           On October 22, 2004, the American Jobs Creation Act of 2004 (“AJCA”) was enacted by Congress. Certain provisions of the AJCA codified and changed rules applicable to deferred compensation plans and arrangements, effective as of January 1, 2005. These changes affect the timing and payout of deferral elections and changes to such elections. Compensation deferred after December 31, 2004, or

materially modified after October 3, 2004, will be subject to the new rules and, if not compliant with the new rules, could result in full, immediate taxation of the amounts deferred plus a 20% excise tax.

           Amounts deferred under the 2003 Director Deferred Plan prior to December 31, 2004 are earned and vested prior to December 31, 2004 and accordingly may be taxed in accordance with the rules in effect prior to the effectiveness of the AJCA. To confirm that these deferrals would be treated subject to the tax rules applicable prior to the effectiveness of the AJCA, on December 16, 2004, the Board of Directors froze the 2003 Director Deferred Plan effective as of December 31, 2004. No new deferrals were allowed under the 2003 Director Deferred Plan after December 31, 2004, but existing deferrals will continue to be administered in accordance with the terms of the 2003 Director Deferred Plan.

           Additionally, on December 16, 2004, the Board of Directors adopted the Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan, effective January 1, 2005 (“2005 Director Deferred Plan”). The 2005 Director Deferred Plan is substantially similar to the 2003 Director Deferred Plan. However, the 2005 Director Deferred Plan is intended to comply with the AJCA. Under the 2005 Director Deferred Plan, non-employee directors may elect in advance to defer the receipt of 0%, 50% or 100% of either or both of the cash and stock components of their annual retainer. The deferred amounts are converted into deferred stock units and are distributed, upon termination of service on the Board of Directors, in the form of shares of Del Monte common stock. Such distribution is made, at the participant’s election, either in a lump sum or in equal annual installments over not more than fifteen years. Non-employee directors were first able to make such elections with respect to their annual retainers for calendar year 2005. Deferred stock units issued in connection with deferrals made under the 2005 Director Deferred Plan, as well as any shares distributed in respect thereof, are issued under the Del Monte Foods Company 2002 Stock Incentive Plan.

           In aggregate, directors earned $502,250 and 25,515 shares of Del Monte common stock for services in fiscal 2005. Of such amounts, $26,000 and 13,988 shares were deferred pursuant to the terms of the Del Monte Foods Company 2003 Non-Employee Director Deferred Compensation Plan or Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan, as applicable, and accordingly were converted into 16,443 deferred stock units. Compensation earned by Mr. William S. Price III, excluding options, was paid to Texas Pacific Group Partners L.P. Mr. Price ceased serving as a director of Del Monte immediately following the 2004 Annual Meeting of Stockholders and is an officer of Texas Pacific Group. Please see “Certain Relationships and Related Transactions” for a discussion of the relationship between Texas Pacific Group and Del Monte.

           Pursuant to Del Monte’s Non-Employee Directors Compensation Plan, each non-employee director who was a non-employee director on January 22, 2003 (the initial effective date of the adoption of the Non-Employee Directors Compensation Plan) also received an option on January 24, 2003 to purchase 15,000 shares of Del Monte common stock; non-employee directors who join the Board after January 22, 2003 receive an initial option grant to purchase 15,000 shares of Del Monte common stock upon joining the Board. These 15,000 share option grants vest in equal installments over a three-year period. Accordingly, on March 30, 2005, Mr. Lund received an option to purchase 15,000 shares at an exercise price of $10.67 per share; this option vests in equal installments over the three-year period from March 30, 2005. The Non-Employee Directors Compensation Plan also provides that, subsequent to receiving the initial option grant, each non-employee director receives an annual option grant to purchase 5,000 shares, which fully vests upon issuance. In general, the annual option grants are made approximately when annual option grants are made to eligible employees of the Company. Accordingly, on September 22, 2004, concurrently with the issuance of annual option grants to selected employees of the Company, the non-employee directors were granted options to purchase an aggregate of 40,000 shares at an exercise price of $10.59 per share. These option grants have a ten year term and are granted under the Del Monte Foods Company 2002 Stock Incentive Plan. Directors are expected to hold 100% of the “profit shares” attributable to the exercise of these options for one year after such exercise. For such purposes, “profit shares” are the option profit, net of taxes, expressed as a number of shares. Please see “Employment and Other Arrangements — Plans” for a description of the Del Monte Foods Company 2002 Stock Incentive Plan.

Corporate Governance

Corporate Governance Guidelines and Stock Ownership Guidelines

           The Board of Directors has adopted Corporate Governance Guidelines; the objective of the Corporate Governance Guidelines is to describe certain processes and procedures intended to provide reasonable assurance that directors, to whom the stockholders entrust the direction and success of the Company, act in the best interests of the Company and its stockholders. The Corporate Governance Guidelines address issues relating to the Board of Directors, such as membership, meetings and procedures, and duties and responsibilities, as well as issues relating to its committees, including charters, committee meetings, rotation, board oversight, and duties and responsibilities. The Corporate Governance Guidelines also address other matters, including share ownership by directors under the Non-Employee Director Ownership Guidelines. In general, under these Ownership Guidelines, non-employee directors are encouraged to own shares of common stock of the Company having a value, as described in the Ownership Guidelines, equal to the sum of the dollar amount of the stock component of the annual retainer payable to a non-employee director for the first three years of such non-employee director’s service on the Board. As described in “Compensation of Directors” above, the current stock component of the annual retainer payable to a non-employee director is $35,000 worth of Del Monte common stock.

           The Corporate Governance Guidelines, the Non-Employee Director Ownership Guidelines and the Charters of each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors of the Company are available on the Company’s website at www.delmonte.com. Printed copies of these materials are also available to any stockholder upon written request to the Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575.

Executive Sessions of Independent Directors

           As required under NYSE listing standards and the Company’s Corporate Governance Guidelines, the Company’s independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Chairperson of the Nominating and Corporate Governance Committee, currently Ms. Henderson, presides over these executive sessions.

Stockholder Communications with the Board of Directors

           The Company’s Board of Directors, including a majority of the Company’s independent directors, has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Persons interested in communicating with the directors regarding concerns or issues may address correspondence to a particular director, or to the Board, or the independent directors generally, in care of Del Monte Foods Company at P.O. Box 193575, San Francisco, California 94119-3575. If no particular director is named, letters will be forwarded, as appropriate and depending on the subject matter, to the Chair of the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee. Stockholders may also contact the Board of Directors, independent directors, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee via telephone, electronic mail or the Web, as further described on the Company’s website at www.delmonte.com. The office of the Corporate Secretary reviews electronic mail for spam or misdirected communications.

Code of Ethics

           The Company has adopted Standards of Business Conduct that apply to all officers, directors and employees. The Standards of Business Conduct encompass the Company’s “code of ethics” applicable to its Chief Executive Officer, principal financial officer, and principal accounting officer and controller. The Standards of Business Conduct are available on our website at www.delmonte.com. A printed copy of the Standards of Business Conduct is also available to any stockholder upon written request to the Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575. The Company intends to make any required disclosures regarding any amendments of its Standards of Business

Conduct or waivers granted to any of its directors or executive officers on its web site at www.delmonte.com.

Nomination Process

           The Nominating and Corporate Governance Committee of the Board of Directors has adopted a Statement of Policy and Procedures regarding Identifying, Evaluating and Recommending Nominees for Election to the Board of Directors. This Statement, as currently in effect, is attached as Annex D hereto, and the following summary of the Company’s nomination process is qualified in its entirety by reference to the Statement. The Company also maintains the Statement on its website at www.delmonte.com. The Nominating and Corporate Governance Committee retains the right to modify the Statement, including the criteria for evaluating the qualifications of potential nominees for election to the Board of Directors as set forth therein, from time to time.

           The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. The current criteria used by the Nominating and Corporate Governance Committee in evaluating the qualifications of potential nominees for election to the Board of Directors are whether the nominee:

           Candidates for director nominees are reviewed in the context of the current composition of the Board. In conducting this assessment, the Nominating and Corporate Governance Committee considers diversity, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee also reviews such director’s overall service to the Company during his or her term, including the number of meetings attended, participation in and contributions to the deliberations of the Board and its committees, and the benefits of continuity among Board members.

           Based on the foregoing process, the Nominating and Corporate Governance Committee recommended that the Board of Directors nominate Mr. Bruer, Mr. Johnston and Ms. Henderson, each of which is a current director, for election to the Board of Directors at the 2005 Annual Meeting of Stockholders. Mr. Johnston and Ms. Henderson were appointed to the Board of Directors in December 2002 following Del Monte’s acquisition of certain businesses of H.J. Heinz and at that time were designees of H.J. Heinz approved by Del Monte pursuant to the terms of the acquisition. Mr. Bruer was appointed to the Board of Directors in August 1997 following the April 1997 recapitalization of Del Monte led by Texas Pacific Group.

           Additionally, based on the foregoing process, the Nominating and Corporate Governance Committee recommended that the Board of Directors appoint Mr. Lund to the Board in March 2005. Mr. Lund’s appointment filled a vacancy on the Board of Directors that was created when

Mr. William S. Price, III chose not to stand for re-election at the 2004 Annual Meeting of Stockholders. In selecting a suitable candidate for the directorship being vacated by Mr. Price, the Committee began by developing and approving a candidate profile for such candidate, focusing on the Committee’s identified general qualification criteria as well as those needed skills and perspectives identified by the Committee in its most recent annual evaluation of the effectiveness of the Board of Directors and its committees. The candidate profile was presented to and approved by the Board of Directors. The Nominating and Corporate Governance Committee also engaged a third-party executive search firm to assist it in initially identifying candidates that met the criteria set forth in the candidate profile. Mr. Lund was initially identified as a potential candidate by such third-party executive search firm and, in connection with the appointment of Mr. Lund, the Committee paid the executive search firm a fee.

           The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in addition to director candidates nominated by a stockholder in accordance with the Company’s Bylaws. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including its qualification criteria, based on whether the candidate was recommended or nominated by a stockholder or not. Stockholders who wish to recommend candidates for consideration by the Nominating and Corporate Governance Committee may do so by delivering a written recommendation to: Chair of the Governance Committee, P.O. Box 193575, San Francisco, California 94119-3575. The Nominating and Corporate Governance Committee may also be contacted by electronic mail or other methods, as more fully described on the Company’s website at www.delmonte.com. Submissions should include the full name of the proposed candidate, a description of the proposed candidate’s business experience for at least the previous five years, a description of the proposed candidate’s qualifications as a director and a representation that the recommending stockholder is a beneficial or record owner of the Company’s stock.

           Stockholders who wish to nominate (rather than simply recommend) a candidate for election at the Company’s annual meeting must submit such nomination in writing to: Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575. Such written nomination must be received by the Corporate Secretary not less than 90 days nor more than 120 days before the date designated for the applicable annual meeting or, if such annual meeting date is not designated at least 105 days before the annual meeting, then no later than 15 days after the designation of the annual meeting date in accordance with the Company’s Bylaws. A nomination by a Del Monte stockholder must contain the specific information required in Del Monte’s Bylaws, including without limitation, (i) with respect to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors, or would otherwise be required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, if such Regulation 14A were applicable (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) or any successor regulation or statute, (ii) the name and address, as they appear on the Company’s books, of the stockholder proposing such nomination, (iii) the class and number of shares which are beneficially owned by such stockholder on the date of such stockholder’s notice, and (iv) not more than ten days after receipt by the nominating stockholder of a written request from the Corporate Secretary, such additional information as the Corporate Secretary may reasonably require. Del Monte’s current Bylaws can be obtained by sending a written request to the Corporate Secretary; the Bylaws may also be found on the Company’s web site at www.delmonte.com. To date, the Nominating and Corporate Governance Committee has not rejected a timely director nominee recommended by a stockholder or stockholders holding more than five percent of our voting stock.

Audit Committee Financial Expert

           The information regarding the Company’s “audit committee financial expert” set forth in “Board Meetings and Committees — Audit Committee” above is incorporated herein by reference. The Company’s Audit Committee meets the definition of “audit committee” as set forth in Section 3(a)(58)(A) of the Exchange Act.

Proposal 2

Approval of the Amendment and Restatement of the

Del Monte Foods Company 2002 Stock Incentive Plan

           On August 15, 2005, the Board adopted the Del Monte Foods Company 2002 Stock Incentive Plan, as amended and restated effective August 15, 2005, subject to stockholder approval (the “Amended Plan”). The Del Monte Foods Company 2002 Stock Incentive Plan (the “2002 Plan”) was originally adopted by the Board effective December 20, 2002 and was approved by the stockholders. Options and other stock awards granted under the 2002 Plan prior to its amendment and restatement will continue to be subject to the terms and conditions as set forth in the agreements evidencing such options and other awards and the terms of the 2002 Plan prior to its amendment and restatement.

           The total number of shares authorized for grant under the 2002 Plan as currently in effect is (i) 15,400,000 shares of common stock, plus (ii) the number of shares of common stock remaining under any prior plans of the Company, including without limitation any shares of common stock represented by awards granted under any prior plans of the Company which are forfeited, expire or are cancelled without the delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company, which amount was 2,091,995 shares as of May 1, 2005. Accordingly, as of May 1, 2005, the total number of authorized shares available for grant under the 2002 Plan was 17,491,995 shares. As of May 1, 2005, eligible employees and non-employee directors held 484,435 restricted stock units, 164,274 deferred stock units, 457,543 performance shares and options to purchase 9,627,872 shares of common stock under the 2002 Plan. Additionally, as of May 1, 2005, 431,689 shares had been issued under the 2002 Plan. Accordingly, as of May 1, 2005, a total of 6,326,182 additional shares were available under the 2002 Plan to be issued in connection with future awards.

           Under the Amended Plan, the total number of shares authorized for grant is 26,165,813. Accordingly, if the Amended Plan is approved by the stockholders, a total of 15,000,000 shares will be available under the Amended Plan to be used in connection with future awards. This reflects a 8,673,818 share increase in the number of shares authorized under the 2002 Plan. Shares of common stock issued pursuant to equity incentives granted under the Amended Plan on or after May 2, 2005 will reduce the Plan’s share reserve by one share (in the case of options and stock appreciation rights with exercise prices at least equal to fair market value of the Company’s common stock on the grant date) and by 1.94 shares (in the case of all other equity incentives granted under the Amended Plan).

           The approval of the Amended Plan will allow the Compensation Committee to continue to grant stock options and a broad array of other equity incentives at levels it determines appropriate. The Company expects that the Compensation Committee will use such equity incentives in order to secure, retain and provide incentives to select Del Monte employees and consultants. Additionally, shares available under the Amended Plan will also be used to compensate our outside directors. The Company’s current compensation of its outside directors is described in greater detail in “Proposal 1 — Election of Directors — Compensation of Directors.”

           Stockholders are requested in this Proposal 2 to approve the Amended Plan. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting will be required to approve the Amended Plan. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

           A general description of the Amended Plan is set forth below. However, such description is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached as Annex E to these proxy materials. The following description also notes any key differences between the

Amended Plan and the 2002 Plan as currently in effect (i.e. prior to the August 15, 2005 amendment and restatement).

The Board of Directors Recommends

a Vote in Favor of Proposal 2.

General

           The Amended Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock bonus awards and other incentive awards that may involve the issuance of Del Monte’s common stock (collectively, “stock awards”). Incentive stock options granted under the Amended Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Nonqualified stock options granted under the Amended Plan are not intended to qualify as incentive stock options under the Code. See “Federal Income Tax Information” below for a discussion of the tax treatment of stock awards.

Administration

           Pursuant to its terms, the Amended Plan is administered by a committee of the Board (the “Committee”). Unless otherwise determined by the Board, such Committee shall consist solely of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Code. Currently, the Compensation Committee acts as the Committee administering the Amended Plan.

           Subject to the provisions of the Amended Plan, the Committee has the authority to construe and interpret the Amended Plan and the terms of awards granted under the Amended Plan. The Committee also has the authority to delegate some or all of the administration of the Amended Plan to one or more directors or management employees.

           The Committee may accelerate the date on which any option or stand-alone stock appreciation right granted under the Amended Plan vests or becomes exercisable and may extend the term of such stock awards.

Eligibility

           Incentive stock options may be granted under the Amended Plan only to employees (including officers) of Del Monte and its subsidiaries. Employees (including officers) of and consultants to Del Monte and its subsidiaries, and non-employee directors of Del Monte, are eligible to receive all other types of stock awards under the Amended Plan. All of the Company’s approximately 17,500 regular and seasonal employees and consultants are eligible to participate in the Amended Plan. Additionally, all 8 of the Company’s current non-employee directors are eligible to participate in the Amended Plan. In fiscal 2005, the Compensation Committee limited participation in the 2002 Plan to employees at the level of vice president and above and select other senior employees. Accordingly, in fiscal 2005, 103 employees of Del Monte received awards under the 2002 Plan.

           No incentive stock option may be granted under the Amended Plan to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of Del Monte or its subsidiaries, unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option on the date of grant and the term of the option does not exceed five years from the date of grant. In addition, the aggregate fair market value, determined on the date of grant, of the shares of common stock with respect to which incentive stock options are exercisable for the first time by a participant during any calendar year (under the Amended Plan and any other plans of Del Monte and its subsidiaries) may not exceed $100,000.

           Under the Amended Plan, no person may be granted stock awards covering more than 1,500,000 shares of common stock during any fiscal year (the “Section 162(m) Limitation”). Prior to the

August 15, 2005 amendment and restatement, the Section 162(m) Limitation under the 2002 Plan was 1,000,000 shares of common stock during any fiscal year.

Stock Subject to the Amended Plan

           A maximum of 26,165,813 shares of common stock are available for issuance under the Amended Plan, which number, as of May 1, 2005, consists of 431,689 shares of common stock issued under the Plan, 10,734,124 shares subject to outstanding incentive awards and 15,000,000 shares available for future incentive award grants. Prior to the August 15, 2005 amendment and restatement, the maximum number of shares of common stock that were available for issuance under the 2002 Plan was equal to the sum of (i) 15,400,000 shares, (ii) any shares available for grant under any prior plan, and (iii) any shares that are represented by awards granted under any prior plan which are forfeited, expire or are canceled without the delivery of shares or which result in the forfeiture of shares back to Del Monte. Shares of common stock issued under the Amended Plan may be either newly issued shares or treasury shares, as determined by the Committee.

           For awards granted on or after May 2, 2005, the number of shares of common stock available for issuance under the Amended Plan shall be reduced (i) by 1 share for each share of common stock issued pursuant to an option or a stock appreciation right with an exercise price of at least the fair market value of a share of common stock on the grant date and (ii) 1.94 shares for each share of common stock issued pursuant to other stock awards. For awards granted prior to May 1, 2005, the number of shares of common stock available for issuance under the Amended Plan shall be reduced by 1 share for each share of common stock issued. Awards that are terminated, forfeited or repurchased shall result in an increase in the share reserve of the Amended Plan corresponding to the reduction originally made in respect of the award. By contrast, prior to the August 15, 2005 amendment and restatement, the number of shares of common stock available for issuance under the 2002 Plan was reduced by 1 share for each share of common stock issued pursuant to any type of stock award. Additionally, prior to the August 15, 2005 amendment and restatement, the 2002 Plan provided that the maximum aggregate amount of stock awards other than options and stock appreciation rights shall not exceed 25% of the maximum number of shares available under 2002 Plan.

           If a stock award granted under the Amended Plan expires or otherwise terminates without being exercised or settled in full, or if any shares of common stock issued pursuant to a stock award are forfeited to or repurchased by Del Monte, including, but not limited to, any repurchase or forfeiture caused by the failure to meet a contingency or condition required for the vesting of such shares, then the shares of common stock not issued under such stock award, or forfeited to or repurchased by Del Monte shall revert to and again become available for issuance under the Amended Plan.

           Shares of common stock shall not be considered to have been issued under the Amended Plan with respect to any portion of a stock award (other than a stock appreciation right that may be settled in shares of common stock or cash) that is settled in cash. Shares withheld in satisfaction of tax withholding obligations shall not again become available for issuance under the Amended Plan. Upon payment in shares of common stock pursuant to the exercise of a stock appreciation right, the number of shares available for issuance under the Amended Plan shall be reduced by the gross number of shares for which such stock award is exercised. If the exercise price of an option is paid by shares of common stock owned by the participant, the number of shares available for issuance under the Amended Plan shall be reduced by the gross number of shares for which the option is exercised. Shares of common stock may be issued pursuant to stock awards in connection with certain corporate acquisitions and mergers, and any such issuance shall not reduce the number of shares of common stock available for issuance under the Amended Plan. By contrast, prior to the August 15, 2005 amendment and restatement, the 2002 Plan provided that (i) any shares that are withheld in satisfaction of tax withholding obligations are not considered to have been issued under the 2002 Plan and become available again for issuance under the 2002 Plan, and (ii) if the exercise price of any option is paid by shares of common stock owned by the participant, only the number of shares issued net of the shares tendered are considered to have been

delivered for purposes of determining the maximum number of shares of common stock available for delivery under the 2002 Plan.

           The aggregate maximum number of shares of common stock that may be issued under the Amended Plan pursuant to the exercise of incentive stock options is 26,165,813 shares. Prior to its amendment and restatement, the maximum number of shares that were issuable under the 2002 Plan pursuant to the exercise of incentive stock options was 10,000,000 shares.

           Subject to the overall limitation on the number of shares of Common Stock that may be issued under the Amended Plan, the Committee may, in addition to granting stock awards under the Amended Plan, use available shares of common stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of Del Monte, including those of any entity acquired by Del Monte.

Terms of Options

           Options may be granted under the Amended Plan pursuant to stock option agreements. The following is a description of the permissible terms of options under the Amended Plan. Individual stock option agreements may be more restrictive as to any or all of the permissible terms described below.

           Exercise Price. The exercise price of incentive stock options may not be less than 100% of the fair market value of the stock subject to the option on the date of grant and, in some cases (see “Eligibility” above), may not be less than 110% of such fair market value. The exercise price of nonqualified stock options may not be less than 100% of the fair market value of the stock on the date of grant. By contrast, prior to the August 15, 2005 amendment and restatement, the 2002 Plan provided that the exercise price of nonqualified stock options may not be less than 85% of the fair market value of the stock on the date of grant, except that any nonqualified stock options granted to certain “covered employees” may not be less than 100% of the fair market value of the stock on the date of grant. As of August 11, 2005, the closing price of Del Monte’s common stock as reported on the NYSE was $10.97 per share.

           Consideration. The exercise price of options granted under the Amended Plan must be paid, to the extent permitted by applicable law and at the discretion of the Committee, (i) by cash or check, (ii) pursuant to a broker-assisted cashless exercise, (iii) by delivery of other common stock of Del Monte, or (iv) in any other form of legal consideration acceptable to the Committee.

           Vesting. Options granted under the Amended Plan may become exercisable in cumulative increments, or “vest,” as determined by the Committee and set forth in the applicable option agreement. Vesting typically will occur during the optionholder’s employment with Del Monte or a subsidiary. If an optionholder’s employment is terminated by the optionholder on account of retirement (as defined in the Amended Plan) or, for optionholders who are vice presidents or above upon termination, if the optionholder is terminated by Del Monte or a subsidiary without cause (as defined in the Amended Plan) or if the optionholder terminates his employment for good reason (as defined in the optionholder’s employment contract or the applicable executive severance policy), then the option will vest on a pro rata basis in accordance with Del Monte’s policy in effect at the time of such termination. Moreover, if an optionholder’s employment is terminated on account of death or disability (as defined in the Amended Plan), then all of the shares subject to the option will vest and become exercisable as of the time of such termination. Shares covered by different options granted under the Amended Plan may be subject to different vesting terms. The Committee has the authority to accelerate the time during which an option may vest or be exercised.

           Tax Withholding. To the extent provided by the terms of a stock option agreement, an optionholder may satisfy any federal, state or local tax withholding obligation relating to the exercise of the option by a cash payment upon exercise, by authorizing Del Monte to withhold a portion of the stock otherwise issuable to the optionholder or by delivering already-owned common stock of Del Monte.

           Term. The maximum term of options granted under the Amended Plan is 10 years, except that in certain cases (see “Eligibility” above) the maximum term is five years.

           Termination of Employment. In the event that an optionholder’s employment terminates (other than for cause or due to the optionholder’s disability, death or retirement), his or her options may be exercised (to the extent the options were exercisable at the time of the termination of employment) at any time within 90 days following termination. If termination is for cause, options will expire and be canceled upon termination. If termination is due to the optionholder’s retirement (as defined in the Amended Plan), disability (as defined in the Amended Plan) or death, options (to the extent exercisable at the time of termination) may be exercised until the expiration of their original terms. If an optionholder dies within 3 months following an involuntary termination of employment without cause, options may be exercised (to the extent the options were exercisable at the time of the termination of employment) until the expiration of their original terms or, if sooner, for one year after the optionholder’s death. In no event, however, may an option be exercised beyond the expiration of its original term.

           Restrictions on Transfer. Unless provided otherwise in an option agreement, an optionholder may not transfer an option other than by will or by the laws of descent and distribution. During the lifetime of the optionholder, only the optionholder (or the transferee pursuant to a domestic relations order) may exercise an option. An optionholder may also designate a beneficiary who may exercise an option following the optionholder’s death.

Terms of Stock Appreciation Rights

           Stock appreciation rights may be granted under the Amended Plan pursuant to stock appreciation rights agreements, either as a tandem stock appreciation right in connection with an option (a “tandem SAR”) or as a stand-alone stock appreciation right (a “stand-alone SAR”).

           Exercise. Each stock appreciation right is denominated in shares of common stock equivalents. Upon exercise of a stock appreciation right, Del Monte will pay the participant an amount equal to the excess of (i) the aggregate fair market value of Del Monte’s common stock on the date of exercise, over (ii) the exercise price determined by the Committee on the date of grant. The exercise price of a stock appreciation right may not be less than 100% of the fair market value of the stock on the date of grant. By contrast, prior to the August 15, 2005 amendment and restatement, the 2002 Plan did not require any minimum amount for the exercise price of a stock appreciation right.

           Settlement of Awards. The appreciation distribution upon exercise of a stock appreciation right may be paid in cash, shares of Del Monte’s common stock, or a combination of cash and shares, as determined by the Committee.

           Vesting. Stock appreciation rights vest and become exercisable at the rate specified in the stock appreciation right agreement as determined by the Committee. Vesting typically will occur during the participant’s employment with Del Monte or a subsidiary. If a participant’s employment is terminated by the participant on account of retirement (as defined in the Amended Plan) or, for participants who are vice presidents or above upon termination, if the participant is terminated by Del Monte or a subsidiary without cause (as defined in the Amended Plan) or if the participant terminates his employment for good reason (as defined in the participant’s employment contract or the applicable executive severance policy), then the stock appreciation right will vest on a pro rata basis in accordance with Del Monte’s policy in effect at the time of such termination. Moreover, if a participant’s employment is terminated on account of death or disability (as defined in the Amended Plan), then all of the shares subject to the stock appreciation right will vest and become exercisable as of the time of such termination. Shares covered by different stock appreciation rights granted under the Amended Plan may be subject to different vesting terms. The Committee has the authority to accelerate the time during which a stock appreciation right may vest or be exercised.

           Termination of Employment. The exercise of an option, or the cancellation, termination or expiration of an option with respect to a number of shares of common stock will cause the automatic and

immediate cancellation of its related tandem SAR to the extent that the number of shares of common stock subject to such option after such exercise, cancellation, termination or expiration is less than the number of shares subject to such tandem SAR. Each stand-alone SAR will be subject to the termination, expiration and cancellation provisions provided in the agreement evidencing the stand-alone SAR.

           Restrictions on Transfer. Stock appreciation rights may be transferred only upon such terms and conditions as determined by the Committee.

Stock Bonus and Other Stock Awards; Cash Awards

           Stock bonus awards may be granted under the Amended Plan pursuant to terms and conditions determined by the Committee at the time of grant. The Committee may also or in the alternative grant other stock awards which are not restricted to any specified form or structure and may include, without limitation, restricted stock, stock purchase warrants, performance units or performance shares. In addition, performance units may be in the form of cash awards that are not tied to the value of Del Monte common stock.

Performance-Based Stock and Cash Awards

           Under the Amended Plan, a stock award or a cash award may be based upon certain service conditions or upon the attainment during a certain period of time of certain performance goals. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained shall be determined by the Committee. The maximum number of shares of common stock that may be granted to any individual in any fiscal year attributable to such performance-based stock awards may not exceed the Section 162(m) Limitation described above (1,500,000 shares of common stock). The maximum value of performance-based cash awards payable for any one fiscal year to any individual is $2,000,000.

           In granting a performance-based stock award or a performance-based cash award, the Committee will set a period of time (a “performance period”) over which the attainment of one or more goals (“performance goals”) will be measured for the purpose of determining whether the award recipient has a vested right in or to such award. The Committee shall designate in writing not later than 90 days following the beginning of a performance period the target bonus, performance criteria and factors (reflecting targets for such criteria and relative weighting). The Committee may, in its discretion, direct that any performance award be reduced on account of individual performance below the amount calculated on the basis of one or more of the following performance criteria and related factors.

           Performance goals under the Amended Plan shall be determined by the Committee, based on one or more of the following performance criteria: (i) cash flow, (ii) earnings per share, (iii) return on equity, (iv) total stockholder return, (v) return on capital, (vi) return on assets or net assets, (vii) revenue, (viii) income or net income, (ix) operating income or net operating income, (x) operating profit or net operating profit, (xi) operating margin, (xii) return on operating revenue, (xiii) market share, (xiv) earnings before interest, taxes, depreciation, and amortization (EBITDA), and (xv) return on invested capital (ROIC), and (xvi) any other objective and measurable criterion tied Del Monte’s performance. Prior to the August 15, 2005 amendment and restatement, the 2002 Plan did not specifically include return on invested capital (ROIC) as a performance criterion.

           If this Proposal 2 is approved by the stockholders, compensation attributable to performance-based stock awards and performance-based cash awards under the Amended Plan will qualify as performance-based compensation for purposes of Section 162(m) of the Code, provided that: (i) the award is granted by a compensation committee comprised solely of “outside directors,” (ii) the award is granted (or exercisable) only upon the achievement of an objective performance goal established in writing by the compensation committee while the outcome is substantially uncertain, and (iii) such compensation committee certifies in writing prior to the granting (or exercisability) of the award that the performance goal has been satisfied.

Changes to Capital Structure

           If any change is made to the outstanding shares of Del Monte’s common stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum aggregate number of shares of common stock with respect to which the Committee may grant stock awards will be appropriately adjusted by the Committee. In the event of any change in the number of shares of common stock outstanding by reason of any other event or transaction, the Committee may, but need not, make such adjustments in the number and class of shares of common stock with respect to which stock awards may be granted as the Committee may deem appropriate.

           Subject to any required action by the stockholders of Del Monte, in the event of any increase or decrease in the number of issued shares of common stock resulting from a subdivision or consolidation of shares of common stock or the payment of a stock dividend (but only on the shares of common stock), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by Del Monte, or change in the capitalization of Del Monte, the Committee will proportionally adjust the number of shares of common stock subject to each outstanding stock award, and the applicable exercise price per share of common stock of each such award to prevent dilution or the enlargement of rights.

Change of Control

           Upon the occurrence of certain events constituting a change of control of Del Monte (as defined in the Amended Plan) (a “Change of Control”), all outstanding awards will vest and become immediately exercisable. The Committee in its discretion will determine whether outstanding awards will vest and become automatically exercisable in the event of a transaction other than a Change of Control. Further, the Committee in its discretion will determine whether any outstanding awards will, in the context of a Change of Control or any other transaction, be converted into comparable awards of a successor entity or redeemed for payment in cash or kind or both.

           The acceleration of vesting of a stock or cash award in the event of a Change of Control under the Amended Plan may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of Del Monte.

Duration, Termination and Amendment

           The Board may suspend or terminate the Amended Plan without stockholder approval or ratification at any time. Under the terms of the 2002 Plan, prior to the August 15, 2005 amendment and restatement, no incentive stock options were able to be granted after December 20, 2012. However, under the terms of the Amended Plan, no incentive stock options may be granted after August 14, 2015.

           The Board may amend or modify the Amended Plan at any time. However, no amendment shall be effective unless approved by the stockholders of Del Monte to the extent that the amendment increases the number of shares that may be issued under the Amended Plan. In addition, no amendment, suspension or termination may impair rights and obligations under any stock award granted prior to such action, except with the written consent of the affected participant. By contrast, prior to the August 15, 2005 amendment and restatement, the 2002 Plan did not include any such non-impairment provision.

           Without the approval of Del Monte’s stockholders, no options granted under the Amended Plan will be repriced. For purposes of the Amended Plan, the term “reprice” means lowering the exercise price of previously awarded options, including canceling previously awarded options and regranting them with a lower exercise price.

Federal Income Tax Information

           The following is a summary of the principal United States federal income taxation consequences to employees and Del Monte with respect to participation in the Amended Plan. This summary is not intended to be exhaustive, and does not discuss the income tax laws of any city, state or foreign jurisdiction in which a participant may reside.

           Incentive Stock Options. Incentive stock options granted under the Amended Plan are intended to be eligible for the favorable federal income tax treatment accorded “incentive stock options” under the Code. There generally are no federal income tax consequences to the participant or Del Monte by reason of the grant or exercise of an incentive stock option. However, the exercise of an incentive stock option may increase the participant’s alternative minimum tax liability, if any.

           If a participant holds stock acquired through exercise of an incentive stock option for more than two years from the date on which the option was granted and more than one year after the date the option was exercised for those shares, any gain or loss on a disposition of those shares (a “qualifying disposition”) will be a long-term capital gain or loss. Upon such a qualifying disposition, Del Monte will not be entitled to any income tax deduction.

           Generally, if the participant disposes of the stock before the expiration of either of these holding periods (a “disqualifying disposition”), then at the time of disposition the participant will realize taxable ordinary income equal to the lesser of (i) the excess of the stock’s fair market value on the date of exercise over the exercise price, or (ii) the participant’s actual gain, if any, on the purchase and sale. The participant’s additional gain or any loss upon the disqualifying disposition will be a capital gain or loss, which will be long-term or short-term depending on whether the stock was held for more than one year.

           To the extent the participant recognizes ordinary income by reason of a disqualifying disposition, generally Del Monte will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation) to a corresponding income tax deduction in the tax year in which the disqualifying disposition occurs.

           Nonqualified Stock Options. No taxable income is recognized by a participant upon the grant of a nonqualified stock option. Upon exercise of a nonqualified stock option, the participant will recognize ordinary income equal to the excess, if any, of the fair market value of the purchased shares on the exercise date over the exercise price paid for those shares. Generally, Del Monte will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation) to a corresponding income tax deduction in the tax year in which such ordinary income is recognized by the participant.

           Upon disposition of the stock, the participant will recognize a capital gain or loss equal to the difference between the selling price and the sum of the amount paid for such stock plus any amount recognized as ordinary income upon acquisition (or vesting) of the stock. Such gain or loss will be long-term or short-term depending on whether the stock was held for more than one year.

           Stock Appreciation Rights. No taxable income is realized upon the receipt of a stock appreciation right. Upon exercise of the stock appreciation right, the fair market value of the shares received is recognized as ordinary income to the participant in the year of such exercise. Generally, with respect to employees, Del Monte is required to withhold from the payment made on exercise of the stock appreciation right or from regular wages or supplemental wage payments an amount based on the ordinary income recognized. Subject to the requirement of reasonableness, Section 162(m) of the Code and the satisfaction of a reporting obligation, Del Monte will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant.

           Stock Bonus Awards. Upon receipt of a stock bonus award, the participant will recognize ordinary income equal to the excess, if any, of the fair market value of the shares on the date of issuance over the purchase price, if any, paid for those shares. Del Monte will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation) to a corresponding income tax deduction in the tax year in which such ordinary income is recognized by the participant.

           However, if the shares issued upon the grant of a stock bonus award are unvested and subject to repurchase by Del Monte in the event of the participant’s termination of service prior to vesting in those shares, the participant will not recognize any taxable income at the time of issuance, but will have to report as ordinary income, as and when Del Monte’s repurchase right lapses, an amount equal to the excess of (i) the fair market value of the shares on the date the repurchase right lapses, over (ii) the purchase price, if any, paid for the shares. The participant may, however, elect under Section 83(b) of the Code to include as ordinary income in the year of issuance an amount equal to the excess of (x) the fair market value of the shares on the date of issuance, over (y) the purchase price, if any, paid for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the repurchase right lapses.

           Upon disposition of the stock acquired upon the receipt of a stock bonus award, the participant will recognize a capital gain or loss equal to the difference between the selling price and the sum of the amount paid for such stock plus any amount recognized as ordinary income upon issuance (or vesting) of the stock. Such gain or loss will be long-term or short-term depending on whether the stock was held for more than one year.

           Potential Limitation on Company Deductions. Section 162(m) of the Code denies a deduction to any publicly-held corporation for compensation paid to certain “covered employees” in a taxable year to the extent that compensation to such covered employee exceeds $1 million. It is possible that compensation attributable to awards under the Amended Plan, when combined with all other types of compensation received by a covered employee from Del Monte, may cause this limitation to be exceeded in any particular year.

           Certain kinds of compensation, including qualified “performance-based compensation,” are disregarded for purposes of the deduction limitation. In accordance with Treasury Regulations issued under Section 162(m) of the Code, compensation attributable to stock options and stock appreciation rights will qualify as performance-based compensation if such awards are approved by a compensation committee comprised solely of “outside directors” and the plan contains a per-employee limitation on the number of shares for which such awards may be granted during a specified period, the per-employee limitation is approved by the stockholders, and the exercise or strike price of the award is no less than the fair market value of the stock on the date of grant.

           Compensation attributable to stock bonus awards and cash bonus awards will qualify as performance-based compensation, provided that: (i) the award is approved by a compensation committee comprised solely of “outside directors,” (ii) the award is granted (or exercisable) only upon the achievement of an objective performance goal established in writing by the compensation committee while the outcome is substantially uncertain, (iii) such compensation committee certifies in writing prior to the granting (or exercisability) of the award that the performance goal has been satisfied, and (iv) prior to the granting (or exercisability) of the award, stockholders have approved the material terms of the award (including the class of employees eligible for such award, the business criteria on which the performance goal is based, and the maximum amount, or formula used to calculate the amount, payable upon attainment of the performance goal).

Fiscal 2005 Awards under the 2002 Stock Plan

           The following table sets forth the incentive awards granted in fiscal 2005 under the 2002 Plan.

Total Awards Granted under the 2002 Plan

           The following table reflects all awards granted on or prior to May 1, 2005 under the 2002 Plan. From time to time, in accordance with the terms of the awards, some of the awards (or a portion thereof) have been cancelled, expired or exercised. Additionally, stock awards, such as those made to the Company’s non-employee directors as part of their compensation, are not reflected as outstanding awards because they are reflected as issued shares immediately upon grant. Accordingly, the following table does not reflect the number of currently outstanding awards. As of May 1, 2005, eligible employees and non-employee directors held 484,435 restricted stock units, 164,274 deferred stock units, 457,543 performance shares and options to purchase 9,627,872 shares of common stock under the 2002 Plan.

Proposal 3

Ratification of Appointment of Independent Auditors

           The Audit Committee of the Board of Directors has selected KPMG LLP as the Company’s independent auditors for the fiscal year ending April 30, 2006, and the Board of Directors has directed that management submit the appointment of independent auditors for ratification by the stockholders at the annual meeting. KPMG LLP served as Del Monte’s independent auditors in fiscal 2005 and fiscal 2004 and is an independent registered public accounting firm. A representative of KPMG LLP is expected to be present at the annual meeting. He or she will have an opportunity to make a statement at the annual meeting and will be available to respond to appropriate questions.

           Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the appointment of KPMG LLP as the Company’s independent auditors. However, the Audit Committee of the Board of Directors recommended, and the Board of Directors is, submitting the appointment of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time if they determine that such a change would be in the best interests of the Company and its stockholders.

           The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the appointment of KPMG LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether the appointment of KPMG LLP as the Company’s independent auditors has been ratified.

Auditors’ Fees

Audit Fees

           With respect to the fiscal year ended May 1, 2005, the aggregate fees billed by KPMG LLP for the audit of the Company’s financial statements and internal controls over financial reporting for such fiscal year, for the review of the Company’s interim financial statements, for the review of and assistance with documents filed with the Securities and Exchange Commission, for an audit relating to a transaction undertaken by the Company, and for the statutory and U.S. GAAP audits of foreign subsidiaries were $2,548,280.

           With respect to the fiscal year ended May 2, 2004, the aggregate fees billed by KPMG LLP for the audit of the Company’s financial statements for such fiscal year, for the review of the Company’s interim financial statements, for the review of and assistance with documents filed with the Securities and Exchange Commission, for audits relating to transactions undertaken by the Company, and for the statutory audits of foreign subsidiaries were $1,500,900, which includes $50,000 billed in December 2004.

Audit-Related Fees

           With respect to the fiscal year ended May 1, 2005, the aggregate fees billed by KPMG LLP for audit-related services, which services related to employee benefit plan audits, were $155,290.

           With respect to the fiscal year ended May 2, 2004, the aggregate fees billed by KPMG LLP for audit-related services, which services related to employee benefit plan audits, were $122,000.

Tax Fees

           With respect to the fiscal year ended May 1, 2005, the aggregate fees billed by KPMG LLP for tax compliance were $19,700. Such services generally involved assistance in preparing, reviewing or filing various tax-related filings required in foreign jurisdictions and did not involve tax planning assistance.

           With respect to the fiscal year ended May 2, 2004, the aggregate fees billed by KPMG LLP for tax compliance were $12,800. Such services generally involved assistance in preparing, reviewing or filing various tax-related filings required in foreign jurisdictions and did not involve tax planning assistance.

All Other Fees

           With respect to the fiscal year ended May 1, 2005, there were no fees billed by KPMG LLP for services except as already described above.

           With respect to the fiscal year ended May 2, 2004, there were no fees billed by KPMG LLP for services except as already described above.

           All fees described above were approved by the Audit Committee as required by applicable SEC rules. The Audit Committee determined that the non-audit services provided by KPMG LLP during the fiscal year ended May 1, 2005 were compatible with maintaining the independence of KPMG LLP.

Policies and Procedures Relating to Approval of Services by Auditors

           The Audit Committee has adopted policies and procedures for the approval in advance, or “pre-approval,” of audit and non-audit services rendered by our independent auditors, KPMG LLP. Pursuant to the Statement of Policy and Procedures regarding Pre-Approval of Engagements for Audit and Non-Audit Services, to the extent particular services may be identifiable prior to or at the beginning of the Company’s fiscal year, the Audit Committee encourages management to submit proposals regarding such services prior to or at the beginning of such year. In connection with approving such annually identifiable services, the Audit Committee reviews a brief description of each such service as well as an estimate of the expected fees associated with each such service. As necessary, other services are handled on an individual explicit case-by-case basis before the independent auditor is engaged to provide each service, generally based on a description of the proposed service and an estimate of the expected fees associated with such service. To ensure prompt handling of matters between meetings of the Audit Committee, authority to approve services between Audit Committee meetings has been delegated to the Chair of the Audit Committee, provided that the expected fees for each service approved by the Chair does not exceed $50,000 and that the aggregate expected fees for all services so approved from one meeting of the Audit Committee to the next does not exceed $150,000. The Chair must report all services approved under this delegated authority to the Audit Committee at its next scheduled meeting. A copy of the Statement of Policy and Procedures regarding Pre-Approval of Engagements for Audit and Non-Audit Services is included herewith as Annex A.

The Board of Directors Recommends

a Vote in Favor of Proposal 3.

Ownership of Del Monte Foods Company Common Stock

           The following table sets forth information regarding beneficial ownership of Del Monte common stock as of August 4, 2005, the most recent practicable date, (1) by each person or entity who is known by Del Monte to own beneficially more than 5% of Del Monte common stock; (2) by each of Del Monte’s directors; (3) by each of the named executive officers of Del Monte identified in the table set forth under the heading “Compensation of Executive Officers — Summary Compensation Table” and (4) by all of Del Monte’s executive officers and directors as a group. Information with respect to beneficial ownership has been furnished in part through information filed with the Securities and Exchange Commission.

Section 16(a) Beneficial Ownership Reporting Compliance

           Section 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

           To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended May 1, 2005, all Section 16(a) filing requirements applicable to Del Monte’s executive officers, directors and greater than ten percent beneficial owners were complied with, except that a filing by each of Messrs. Lommerin, Potter, Smith and Wolford was filed late with respect to 23,533 shares, 6,654 shares, 8,767 shares and 32,235 shares, respectively, of deferred stock units issued on July 1, 2004. Such deferred stock units were issued under the Del Monte Foods Company 2002 Stock Incentive Plan in connection with the deferral under the Del Monte Corporation Annual Incentive Plan (AIP) Deferred Compensation Plan by each of Messrs. Lommerin, Potter, Smith and Wolford of their bonuses under the Del Monte Foods Company Annual Incentive Plan with respect to fiscal 2004. Each of Messrs. Lommerin, Potter and Wolford are current executive officers of the Company. Mr. Wesley J. Smith was an executive officer of the Company prior to his retirement in July 2004.

Executive Officers

           The following table sets forth the name, age and positions, as of July 1, 2005, of individuals who are current executive officers of Del Monte Foods Company. To the Company’s knowledge, there are no family relationships between any director or executive officer and any other director or executive officer of the Company. These individuals hold the same positions with Del Monte Corporation, the Company’s wholly-owned subsidiary. Executive officers serve at the discretion of the Company’s Board of Directors. Additionally, executive officers may be elected to the Board of Directors. Mr. Wolford currently serves as the Chairman of the Board of Directors.

           Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer; Director. Mr. Wolford joined Del Monte as Chief Executive Officer and a Director in April 1997. He was elected President of Del Monte in February 1998 and was elected Chairman of the Board of Directors of Del Monte Foods Company in May 2000. From 1967 to 1987, he held a variety of positions at Dole Foods, including President of Dole Packaged Foods from 1982 to 1987. From 1988 to 1996, he was Chief Executive Officer of HK Acquisition Corp. where he developed food industry investments with venture capital investors.

           David L. Meyers, Executive Vice President, Administration and Chief Financial Officer. Mr. Meyers joined Del Monte in 1989. He was elected Chief Financial Officer of Del Monte in December 1992 and served as a member of the Board of Directors of Del Monte Foods Company from January 1994 until consummation of Del Monte’s recapitalization in 1997. Prior to joining Del Monte, Mr. Meyers held a variety of financial and accounting positions with RJR Nabisco (1987 to 1989), Nabisco Brands USA (1983 to 1987) and Standard Brands, Inc. (1973 to 1983).

           Timothy A. Cole, Executive Vice President, Sales. Mr. Cole joined Del Monte in September 2004. From 1979 to September 2004, Mr. Cole held a variety of positions with The Quaker Oats Company, now a unit of PepsiCo., Inc., where he became Vice President of National Accounts for the United States.

           Todd R. Lachman, Executive Vice President, Del Monte Foods. Mr. Lachman was appointed Executive Vice President, Del Monte Foods in July 2004. He joined Del Monte from Heinz in December 2002 as Managing Director, Pet Products. Mr. Lachman joined Heinz in April 2000, where he most recently served as its Managing Director, Pet Products. Prior to joining Heinz, Mr. Lachman was with Procter & Gamble in brand management from 1991 to 2000.

           Nils Lommerin, Executive Vice President, Operations. Mr. Lommerin was appointed Executive Vice President, Operations in July 2004. He joined Del Monte in March 2003 as Executive Vice President, Human Resources. From March 1999 to July 2002, he was with Oxford Health Plans, Inc.,

where he most recently served as Executive Vice President, Operations and Corporate Services. From November 1991 to February 1999, Mr. Lommerin held a variety of senior Human Resources positions with PepsiCo, Inc.

           Donald J. Binotto, Senior Vice President, Operations and Supply Chain. Mr. Binotto was appointed Senior Vice President, Operations and Supply Chain in July 2004. He joined Del Monte from Heinz in December 2002 as Managing Director, StarKist Seafood and subsequently became Managing Director, StarKist Brands. Mr. Binotto has been Managing Director, StarKist Foods, Inc., since May 2000. Since he joined Heinz in 1981, Mr. Binotto has worked at Heinz World Headquarters, StarKist Foods, Inc. and Heinz Pet Products in a variety of roles.

           Richard L. French, Senior Vice President, Chief Accounting Officer and Controller. Mr. French joined Del Monte in 1980 and was elected to his current position in May 1998. Mr. French was Vice President and Chief Accounting Officer of Del Monte from August 1993 through May 1998 and has held a variety of positions within Del Monte’s financial organization.

           Thomas E. Gibbons, Senior Vice President and Treasurer. Mr. Gibbons joined Del Monte in 1969 and was elected to his current position in February 1995. He was elected Vice President and Treasurer of Del Monte in January 1990. Mr. Gibbons’ prior experience also includes a variety of positions within Del Monte’s and RJR Nabisco’s tax and financial organizations.

           James G. Potter, Senior Vice President, General Counsel and Secretary. Mr. Potter joined Del Monte in October 2001 and was elected to his current position in September 2002. From December 1997 to December 2000, he was Executive Vice President, General Counsel and Secretary of Provident Mutual Life Insurance Company. From 1989 to November 1997, Mr. Potter was the Chief Legal Officer of The Prudential Bank and Trust Company and The Prudential Savings Bank, subsidiaries of The Prudential Insurance Company of America.

Compensation of Executive Officers

Summary Compensation Table

           The following table sets forth compensation paid by Del Monte for fiscal 2005, 2004, 2003, and 2002 to the individual serving as its Chief Executive Officer during fiscal 2005 and to each of the four other most highly compensated executive officers of Del Monte as of the end of fiscal 2005, such five officers being collectively referred to herein as the “named executive officers.”

                 

 

Option Grants in Fiscal Year 2005

           The following table sets forth the options granted to the named executive officers for fiscal 2005.

Aggregated Option Exercises in Fiscal Year 2005 and Fiscal Year-End Option Values

           The following table sets forth the aggregate option exercises by each of the named executive officers for fiscal 2005, the number of shares of Del Monte common stock subject to exercisable and unexercisable options held by each of the named executive officers as of May 1, 2005 and the related value of such options as of April 29, 2005, the last business day of fiscal 2005.

Long Term Incentive Plan Awards in Fiscal Year 2005

           The following table reflects performance shares awarded under the Del Monte Foods Company 2002 Stock Incentive Plan to the named executive officers during fiscal 2005.

           The performance shares are subject to vesting based on the achievement of certain performance criteria. If the performance criteria are not met, the performance shares are forfeited. Vesting of the performance shares is based on the Company’s achievement of certain return-on-invested-capital or ROIC targets. If the ROIC target for the fiscal year ending April 29, 2007 (fiscal 2007) is met, then 25% of the performance shares will vest on the first day after the Company files its Form 10-K for such fiscal year; if such target is not met, then such 25% are forfeited. If the ROIC target for the fiscal year ending April 27, 2008 (fiscal 2008) is met, then 25% of the performance shares will vest on the first day after the Company files its Form 10-K for such fiscal year; if such target is not met, then such 25% are forfeited. If the ROIC target for the fiscal year ending May 3, 2009 (fiscal 2009) is met, then the remaining 50% of the performance shares will vest on the first day after the Company files its Form 10-K for such fiscal year; if such target is not met, then such 50% are forfeited. The vesting of the performance shares shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. For example, if the ROIC target for fiscal 2008 is achieved for fiscal 2007, then 50% of such shares will vest on the fiscal 2007 measurement date.

Employment and Other Arrangements

Plans and Policies

           The named executive officers are eligible to participate in the plans described below. Additional plans of Del Monte are described in our Annual Report on Form 10-K for the fiscal year ended May 1, 2005.

Del Monte Foods Company Annual Incentive Plan

           The Del Monte Foods Company Annual Incentive Plan (the “Annual Incentive Plan”) provides annual cash bonuses to certain management employees, including the named executive officers. The target bonus for each eligible employee is based on a percentage of such employee’s Fiscal Year Earnings. Actual payment amounts are based on Del Monte’s achievement of corporate and business unit objectives (“Corporate Financial Objectives” and “Business Unit Objectives”) and individual performance objectives (“Individual Objectives/ Management By Objectives” (“MBOs”)) at fiscal year end.

           Corporate Financial Objectives and Business Unit Objectives are based on pre-established financial performance goals set forth in writing at the beginning of each Plan Year (as defined below) by the Compensation Committee. The Compensation Committee also will select target amounts, the specific relevant performance criteria and the weight to be afforded each criterion. As set forth in the Annual Incentive Plan, the relevant performance criteria may include (either individually or in combination, applied to Del Monte as a whole or individual units of the Company, and measured either absolutely or relative to a designated group of comparable companies): (i) cash flow, (ii) earnings per share, (iii) earnings before interest, taxes, depreciation, and amortization (EBITDA), (iv) return on equity, (v) total stockholder return, (vi) return on capital, (vii) return on assets or net assets, (viii) revenue, (ix) income or net income, (x) operating income or net operating income, (xi) operating profit or net operating profit, (xii) operating margin, (xiii) return on operating revenue, (xiv) market share, and (xv) any other objective and measurable criteria tied to Del Monte’s performance. All of the components set forth above must be established in writing by the Compensation Committee no later than ninety (90) days after the start of each Plan Year. The “Plan Year” for the Annual Incentive Plan is Del Monte’s fiscal year.

           The Individual Objectives/ MBO performance measure, by contrast, is based on the achievement of individual performance goals, which in turn may or may not be based on the foregoing fifteen business criteria. If the Individual Objectives/ MBOs are not based on those business criteria, the portion of the incentive award based on Individual Objectives/ MBOs will not be performance-based compensation for purposes of Internal Revenue Code 162(m).

           The table below sets forth the target percentage of Fiscal Year Earnings established for each named executive officer with respect to the 2005 fiscal year, the dollar value of such target bonus amount, the percentage of Fiscal Year Earnings awarded, and the dollar amount of the award. No payment was made from the Annual Incentive Program for the 2005 fiscal year.

Del Monte Corporation AIP Deferred Compensation Plan

           The Del Monte Corporation Annual Incentive Plan (AIP) Deferred Compensation Plan (the “AIP Deferred Compensation Plan”) was established on October 14, 1999 and amended on July 1, 2004,

under which certain employees at certain salary grades who are designated by the Chief Executive Officer are eligible to participate. Eligible employees may elect in advance to defer from 5% to 100% of their annual incentive award paid under the Annual Incentive Plan. Del Monte provides a matching contribution of up to 25% of the employee’s deferral amount. Eligible employees were first able to make such elections with respect to their awards for fiscal 2001. The employee deferral and the Del Monte match are converted to deferred stock units at the fair market value of Del Monte common stock on the day the annual incentive awards are otherwise paid. The employee deferrals are always 100% vested. Del Monte’s matching contribution vests in equal installments over three years. In the event of a “Change in Control” (as defined in the plan), a participant will become 100% vested in Del Monte’s matching contribution. When distribution is made, the deferred stock units corresponding to the employee’s deferral amount and any vested Del Monte matching contribution will be paid out in the form of Del Monte common stock. At retirement, having attained at least age 55 with 10 years of service, the employee is paid in a lump sum or installments over not more than 15 years, as elected at the commencement of the deferral. Upon other termination of employment or death, a lump sum is paid. If employment terminates due to disability, the employee is paid a lump sum or installments over not more than 15 years, as elected at commencement of the deferral. Payments on account of unforeseen financial emergencies prior to termination of employment are permitted. The deferred stock units issued under the AIP Deferred Compensation Plan, as well as the ultimate issuance of any Del Monte common stock, are granted under the 2002 Plan, as described below.

           The AIP Deferred Compensation Plan is intended to be administered in accordance with the American Jobs Creation Act of 2004 (“AJCA”) and Del Monte intends to amend the plan documents by the deadline for AJCA compliance under current guidance, December 31, 2005.

           For fiscal 2005, the following named executive officers elected to defer their annual incentive award under the Annual Incentive Plan pursuant to the AIP Deferred Compensation Plan.

Stock Purchase Plan

           The Del Monte Foods Company Employee Stock Purchase Plan was approved on August 4, 1997 and amended on November 4, 1997. A total of 957,710 shares of Del Monte common stock were reserved for issuance and 454,146 shares of Del Monte common stock have been purchased by and issued to eligible employees under this plan, of which 184,069 of these shares are held by persons who were employees as of May 1, 2005. Del Monte does not anticipate granting any additional shares under this plan.

Stock Incentive Plans

           The 1997 Plan. The Del Monte Foods Company 1997 Stock Incentive Plan was approved on August 4, 1997 and amended on November 4, 1997 and October 14, 1999 (the “1997 Plan”). Under the 1997 Plan, grants of incentive stock options and non-qualified stock options representing 1,821,181 shares of Del Monte common stock were reserved to be issued to key employees. The options were granted at an exercise price equal to the fair market value of the shares at the time of grant. The term of any option may not be more than ten years from the date of its grant. The 1997 Plan includes two different vesting schedules. The first provides for annual vesting in equal installments over five years and the second provides for monthly vesting in equal installments over four years. Options outstanding under the 1997 Plan will automatically vest and become immediately exercisable in connection with a “Change of Control” (as defined in the 1997 Plan). Additionally, in the event of a termination of employment due to death or Permanent Disability (as defined in the 1997 Plan), options shall remain exercisable until the

expiration of one (1) year after such termination, but only to the extent that such options were exercisable at the time of such termination. Options to purchase 1,736,520 shares were granted under the 1997 Plan. As of May 1, 2005, options to purchase 764,443 shares of Del Monte common stock were held by eligible employees under the 1997 Plan. No additional shares are available to be granted under this plan.

           The Non-Employee Director and Independent Contractor Plan. On August 4, 1997, the Company also adopted the Del Monte Foods Company Non-Employee Director and Independent Contractor 1997 Stock Incentive Plan (amended on November 4, 1997, October 14, 1999 and August 24, 2000). In connection with this plan, grants of non-qualified stock options representing 223,828 shares of common stock were able to be made to certain non-employee directors and independent contractors of the Company. The term of any option may not be more than ten years from the date of its grant and options generally vest over a four-year period. As of May 1, 2005, an eligible non-employee director held options to purchase 22,500 shares of common stock under this plan. Pursuant to the terms of the plan, options to purchase 201,328 shares under this plan have expired. No additional shares are available to be granted under this plan.

           The 1998 Plan. The Del Monte Foods Company 1998 Stock Incentive Plan (the “1998 Plan”) was adopted initially by the Board of Directors on April 24, 1998, was modified by the Board of Directors on September 23, 1998, and was approved by Del Monte stockholders on October 28, 1998. Further amendments were made on October 14, 1999 and August 24, 2000 and approved by Del Monte stockholders on November 15, 2000. Under the 1998 Plan, grants of incentive and non-qualified stock options (“Options”), stock appreciation rights (“SARs”) and stock bonuses (together with Options and SARs, the “1998 Incentive Awards”) representing up to 6,065,687 shares of Del Monte common stock were reserved to be issued to certain employees, non-employee directors and consultants of Del Monte. Initially, 3,195,687 shares of Del Monte common stock were reserved for issuance under the 1998 Plan and Del Monte stockholders approved a proposal to reserve an additional 2,870,000 shares of Del Monte common stock for issuance under the plan on November 15, 2000. Any shares of Del Monte common stock subject to awards granted under any prior plan which are forfeited, expired or canceled were also eligible for issuance under the 1998 Plan. The options were granted at an exercise price equal to the fair market value of the shares at the time of grant. The term of any 1998 Incentive Award may not be more than ten years from the date of its grant. Options generally vest over four years. 1998 Incentive Awards outstanding under the 1998 Plan will automatically vest and become immediately exercisable in connection with a “Change of Control” (as defined in the 1998 Plan). Additionally, in the event of a termination of employment due to death or Disability (as defined in the 1998 Plan), 1998 Incentive Awards shall remain exercisable until the expiration of one (1) year after such termination, but only to the extent that such 1998 Incentive Awards were exercisable at the time of such termination. As of May 1, 2005, options to purchase 3,463,259 shares of Del Monte common stock were held by participants under the 1998 Plan. No additional shares are available to be granted under this plan.

           The 2002 Plan. The Del Monte Foods Company 2002 Stock Incentive Plan (the “2002 Plan”) was adopted by the Board of Directors on October 11, 2002 and approved by the stockholders on December 19, 2002, effective December 20, 2002. The 2002 Plan provides for the grant of Options, SARs, stock bonuses and other stock-based compensation, including performance units or shares (together with Options, SARs and stock bonuses, the “2002 Incentive Awards”) representing up to 15,400,000 shares of common stock plus shares of common stock remaining under any prior plans of the Company, including without limitation any shares of common stock represented by awards granted under any prior plans of the Company which are forfeited, expire or are cancelled without the delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company, which amount was 2,091,995 shares as of May 1, 2005. The options are granted at an exercise price equal to the fair market value of the shares at the time of grant. The term of any Option or SAR may not be more than ten years from the date of its grant. Subject to certain limitations, the Compensation Committee of the Board of Directors has authority to grant 2002 Incentive Awards under the 2002 Plan and to set the terms of any 2002 Incentive Awards. Grants may be made to certain employees, non-employees directors and independent contractors. Options for eligible employees generally vest over four years; initial option grants

for non-employee directors generally vest over three years; and annual options for non-employee directors generally vest immediately. Restricted stock units generally vest over three years; however, certain performance accelerated restricted stock units granted in fiscal 2004 vest at the end of fiscal 2008, subject to earlier vesting at the end of fiscal 2006 or fiscal 2007 if certain targets are met. The performance share awards granted in fiscal 2005 are subject to vesting based on the achievement of certain performance criteria. If the performance criteria are not met, the performance shares are forfeited. Vesting of the performance shares is based on the Company’s achievement of certain return-on-invested-capital or ROIC targets. If the ROIC target for the fiscal year ending April 29, 2007 (fiscal 2007) is met, then 25% of the performance shares will vest on the first day after the Company files its Form 10-K for such fiscal year; if such target is not met, then such 25% are forfeited. If the ROIC target for the fiscal year ending April 27, 2008 (fiscal 2008) is met, then 25% of the performance shares will vest on the first day after the Company files its Form 10-K for such fiscal year; if such target is not met, then such 25% are forfeited. If the ROIC target for the fiscal year ending May 3, 2009 (fiscal 2009) is met, then the remaining 50% of the performance shares will vest on the first day after the Company files its Form 10-K for such fiscal year; if such target is not met, then such 50% are forfeited. The vesting of the performance shares shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. For example, if the ROIC target for fiscal 2008 is achieved for fiscal 2007, then 50% of such shares will vest on the fiscal 2007 measurement date. Incentive Awards outstanding under the 2002 Plan will automatically vest and become immediately exercisable in connection with a “Change of Control” (as defined in the 2002 Plan). Additionally, upon death or Disability (as defined in the 2002 Plan), 2002 Incentive Awards automatically vest and become immediately exercisable until the expiration of the original term of the 2002 Incentive Award. If termination of employment is due to retirement, 2002 Incentive Awards shall remain exercisable until the expiration of the original term of the 2002 Incentive Award, but only to the extent that such 2002 Incentive Awards were exercisable at the time of such termination. If the 2002 Plan participant dies within three months following an involuntary termination without Cause (as defined in the 2002 Plan), then 2002 Incentive Awards granted to such participant shall remain exercisable until the expiration of the original term of the 2002 Incentive Award, or, if sooner, one year from the participant’s death. As of May 1, 2005, eligible employees and non-employee directors held 484,435 restricted stock units, 457,543 performance shares, 164,274 deferred stock units and options to purchase 9,627,872 shares of common stock under the 2002 Plan, and 6,326,182 additional shares were available under the 2002 Plan to be issued in connection with future awards.

           See “Proposal 2 — Approval of the Amendment and Restatement of the Del Monte Foods Company 2002 Stock Incentive Plan” regarding proposed amendments to the 2002 Plan. Vesting of incentive awards under the 1997 Plan, 1998 Plan and 2002 Plan may be affected in the event an employee retires, is terminated without cause or resigns for good reason; provided that, in the case of termination without cause or resignation for good reason, the employee must be at the level of vice president or higher at the time of such termination or resignation. See “Employment and Other Arrangements — Plans and Policies — Severance Policy” and “Employment and Other Arrangements — Employment Agreements.”

Equity Compensation Plan Information

           The following table sets forth information on Del Monte’s equity compensation plans. All equity compensation plans have been approved by Del Monte stockholders.

Del Monte Retirement Programs

           Del Monte Corporation Retirement Plan for Salaried Employees. The Del Monte Corporation Retirement Plan for Salaried Employees (the “Del Monte Corporation Retirement Plan”), which became effective as of January 1, 1990, is a non-contributory, cash balance defined benefit retirement plan covering salaried employees of Del Monte. Credits are made monthly to each participant’s Personal Retirement Account (“PRA”) consisting of a percentage of that month’s eligible compensation (compensation credit), plus interest (interest credit) on the participant’s account balance. A participant is fully vested upon completion of five years of service.

           Monthly compensation includes base salary and Annual Incentive Plan bonuses that are not deferred, but does not include any other incentive compensation. Prior to January 1, 2005, the compensation credits for the PRA were determined in accordance with the following schedule:

           The calculation of compensation credits under the PRA was changed to the following schedule for all active participants on and after January 1, 2005:

           The Del Monte Corporation Retirement Plan was amended effective January 1, 1998 to change the interest credit from 110% of the interest rate published by the Pension Benefit Guaranty Corporation (“PBGC”) to the yield on the 12-month Treasury Bill rate plus 1.5%. In addition, the factors for annuity conversions were changed from specific Del Monte factors to factors based on 30-year Treasury Bond yields and an IRS specified mortality table. The Del Monte Corporation Retirement Plan was further amended effective June 1, 2001 to replace the 12-month Treasury Bill index with the 6-month Treasury Bill index.

           A participant’s annual age 65 annuity benefit will be the greater of an annuity based on (1) the PRA credit balance as of December 31, 1997 increased by interest credits (and not compensation credits) of 110% of the December 31, 1997 PBGC rate divided by 8.2 or (2) the PRA credit balance at the time of retirement using an annuity factor based on 30-year Treasury Bond yields or the rate specified by the IRS for use where the 30-year bond rate would otherwise apply and an IRS specified mortality table. Alternatively, a participant at retirement or other termination of employment may elect a lump sum distribution of his or her PRA account balance or alternate annuity forms.

           Del Monte Savings Plan. The Del Monte Savings Plan, which became effective January 1, 1990, is a defined contribution 401(k) form of plan covering eligible regular, full-time, and part-time salaried employees. Such employees may contribute, through payroll deductions, up to 20% of compensation, as defined in the plan, in any combination of pre-tax and after-tax contributions and, for employees age 50 and over, may contribute up to the legal limit for catch-up contributions. Del Monte matches 50% of a participant’s pre-tax contributions (excluding any pre-tax catch-up contributions) on elections to defer up to 6% of eligible compensation.

           During calendar year 2004, participants in the Del Monte Savings Plan who were former Heinz employees also had credited to their plan accounts a percentage of eligible compensation based on age, referred to as a “Retirement Contribution.” These percentages, as set forth in the schedule below, were the same Company Contribution Account (“CCA”) percentages those salaried participants received from the Company while participants in the H. J. Heinz Company Employees Retirement and Savings Plan after the Merger but before January 1, 2004. Such salaried participants’ CCA accounts were transferred to the Del Monte Savings Plan in calendar 2004 as a result of the December 20, 2002 merger with Heinz.

           The Del Monte Savings Plan was amended, effective January 1, 2005, to cease future Retirement Contributions. Instead, these salaried participants of the former Heinz business units became eligible to participate in the Del Monte Corporation Retirement Plan, as described above. Effective December 31, 2004, each active Del Monte employee who was a former Heinz employee became 100% vested in his or her Retirement Contribution/ CCA account in the Del Monte Savings Plan.

           Del Monte Corporation Additional Benefits Plan. On December 16, 2004, the Board of Directors approved the merger as of January 1, 2005 of the Del Monte Corporation Additional Benefits Plan and the Del Monte Corporation Supplemental Benefits Plan into a single plan called the Del Monte Corporation Additional Benefits Plan, which provides the same benefits as the original plans. The January 1, 2005 Del Monte Corporation Additional Benefits Plan is a “top hat” and “excess” benefit plan designed to provide supplemental benefits equal to certain benefits that the Del Monte Corporation Retirement Plan cannot pay on account of Internal Revenue Code (“IRC”) limits under Sections 401(a)(17) and 415 and to provide supplemental matching contributions that the Del Monte Savings Plan cannot pay due to such IRC limits. Supplemental benefits based on the PRA are paid in a lump sum at retirement or termination while benefits that supplement Del Monte Corporation Retirement Plan benefits based on any final average pay formula are paid as annuities. Supplemental matching contributions are paid in a lump sum in the calendar year after the IRC limitation would have been applied, or if the participant elects before the beginning of that calendar year, are deferred, with earnings, until termination of employment and then paid in a lump sum. Benefits are nonqualified deferred compensation, unfunded and paid from the general assets of Del Monte. In addition, for Mr. Meyers, the Additional Benefits Plan will also supplement his other Del Monte retirement benefits by a benefit that for any period when he is paid severance will treat that period as active employee service and that severance pay as active employee compensation under the Del Monte Corporation Retirement Plan.

           Del Monte Employees Retirement & Savings Excess Plan. The Del Monte Employees Retirement & Savings Excess Plan was established, effective December 20, 2002, as a successor plan to the H.J. Heinz Company Employees Retirement & Savings Excess Plan. This “top hat” and “excess” plan is designed to provide supplemental benefits equal to those that the Del Monte Savings Plan and, before calendar year 2004, the H. J. Heinz Company Employees Retirement and Savings Plan, could not pay as Retirement Contributions/ CCA contributions on account of the IRC limits described above. Effective December 31, 2004, each active Del Monte employee became vested in his or her Retirement Contribution/ CCA account. Effective January 1, 2005 no additional supplemental benefits will be credited

to this plan because no further Retirement Contributions/ CCA will be made to the Del Monte Savings Plan. Benefits are paid in a lump sum upon termination of employment or death. Benefits are nonqualified deferred compensation, unfunded and paid from the general assets of Del Monte.

           Del Monte Corporation Supplemental Executive Retirement Plan. The Del Monte Corporation Supplemental Executive Retirement Plan (“SERP”) was established effective December 20, 2002 for named legacy Heinz employees, as required under the terms of the merger agreement with Heinz (“Heinz Participants”). Effective as of January 1, 2005, the SERP was amended and restated to also include all employees at the level of vice president or above who are not otherwise Heinz Participants (“Del Monte Participants”). Messrs. Wolford, Meyers and Lommerin are Del Monte Participants and Messrs. Lachman and Binotto are Heinz Participants.

           The SERP benefit is a lump sum amount paid to the participant after taking into account all other retirement benefits payable to the participant. The SERP benefit is determined first as a gross lump sum benefit equal to a multiple (1 to 5), based on years of service (including Heinz service) as shown below, of final average compensation (which, for purposes of the SERP, is the average of the highest 5 years of compensation out of the last 10 years). The SERP benefit is then reduced on an actuarial equivalent basis by any benefits payable to the participant under Del Monte’s qualified and other nonqualified plans and, for the Heinz Participants as applicable, a qualified plan of H. J. Heinz Company. Notwithstanding the foregoing, the SERP benefit is not reduced by benefits based on employee contributions. The resulting net benefit is the SERP lump sum benefit. If the participant dies while actively employed but after qualifying for a SERP benefit, a benefit of 85% of the SERP benefit is paid to a designated beneficiary. The multiples of final average compensation, in five year increments, are noted below:

           A participant qualifies for a SERP benefit upon attaining age 55 and at least 5 years of service, although Del Monte Participants must also terminate employment after December 20, 2007. A participant will also qualify for a SERP benefit in any event if a Change of Control (as defined in the 2002 Plan) occurs and the participant is terminated within 2 years of the Change of Control. A SERP benefit is paid in a lump sum following termination of employment. Termination for cause (as defined in the SERP) results in complete forfeiture of SERP benefits.

           The SERP is a “top hat” nonqualified defined benefit plan. Benefits are nonqualified deferred compensation, unfunded and paid from the general assets of Del Monte.

           Set forth below are the estimated annual benefits payable at age 65 under the Del Monte Corporation Retirement Plan and the Del Monte Corporation Additional Benefits Plan for the named executive officers. Amounts in the following table are calculated based on the formulas described above. Such amounts are not subject to offset for any Social Security benefits or other amounts. Executives may elect either annuity forms or a lump sum distribution from the qualified plan; however, benefits from the Additional Benefits Plan are paid in a lump sum if such benefits are calculated based on the PRA or in annuity form if calculated based on final average compensation.

           Set forth below are the estimated annual benefits payable at age 65 under the Del Monte Corporation Supplemental Executive Retirement Plan (SERP) for the named executive officers. Amounts in the following table are calculated based on the schedule described above. The form of SERP benefit is a lump sum payment. As set forth under the description of the SERP above, the SERP benefit is reduced on an actuarial equivalent basis by any benefits payable to the named executive officer under Del Monte’s qualified and other nonqualified plans and, for Mr. Lachman and Mr. Binotto who are Heinz Participants, a qualified plan of H.J. Heinz Company. Notwithstanding the foregoing, the SERP benefit is not reduced by benefits based on employee contributions.