Whole Foods Market (WFM) 8-K Whole Foods Market Announces $425 million Equity Investment

Exhibit 99.2

Series A Preferred Stock

Summary of Terms

Issuance Date	nTBD
Purchaser	nGreen Equity Investors V, L.P., an affiliate of Leonard Green & Partners, L.P.
Amount	n$425 million
Security	nSeries A Preferred Stock
Dividend Rate	n8% per annum quarterly dividends payable either in cash or PIK, payable quarterly nAfter the third anniversary, 6% if stock price exceeds $17.75 for 20 consecutive trading days nAfter the third anniversary, 4% if stock price exceeds $23.12 for 20 consecutive trading days
Conversion	nConverts to common stock at $14.50 per share 32% premium to closing price of $10.99 on November 4, 2008
Redemption Date	n12 years from date of issuance
Mandatory Redemption	nRedeemable if stock price exceeds $28.50 for 20 consecutive trading days
Call Protection	nNon-call for 5 years nCallable on or after Year 5 at 104%, on or after Year 6 at 102.7%, on or after Year 7 at 101.3%, and on or after Year 8 at 100%
Board Representation	nPurchaser entitled to appoint two members to the Board of Directors, under specified conditions
Placement Fee	n1.5%
Other	nTransfer restriction for 3 years nCustomary anti-dilution protections nIssuer’s option to exchange into convertible debt, under specified conditions nRegistration rights nPreemptive rights nInformation rights

The shares of Series A Preferred Stock have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.