10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 27, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to                       

Commission File Number 1-3385

H. J. HEINZ COMPANY

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	25-0542520
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
600 Grant Street, Pittsburgh, Pennsylvania	15219
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (412) 456-5700

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes  X    No    

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  X    No    

      Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes     No   X  

      The number of shares of the Registrant’s Common Stock, par value $0.25 per share, outstanding as of July 31, 2005 was 340,854,053 shares.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	First Quarter Ended
	July 27, 2005		July 28, 2004
	FY 2006		FY 2005
	(Unaudited)
	(In Thousands, Except
	per Share Amounts)
Sales	$	2,110,153	$	2,003,026
Cost of products sold		1,356,402		1,264,273
Gross profit		753,751		738,753
Selling, general and administrative expenses		472,549		399,099
Operating income		281,202		339,654
Interest income		8,189		6,661
Interest expense		66,472		53,346
Other expense, net		4,540		6,383
Income before income taxes		218,379		286,586
Provision for income taxes		61,105		91,750
Net income	$	157,274	$	194,836
Net income per share—diluted	$	0.45	$	0.55
Average common shares outstanding—diluted		348,885		354,977
Net income per share—basic	$	0.45	$	0.56
Average common shares outstanding—basic		345,735		351,366
Cash dividends per share	$	0.30	$	0.285

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		July 27, 2005		April 27, 2005*
		FY 2006		FY 2005
		(Unaudited)
		(Thousands of Dollars)
Assets
Current Assets:
Cash and cash equivalents		$	1,206,833	$	1,083,749
Receivables, net			1,014,505		1,092,394
Inventories			1,198,860		1,256,776
Prepaid expenses			225,436		174,818
Other current assets			26,428		37,839
	Total current assets		3,672,062		3,645,576
Property, plant and equipment			3,938,227		4,022,719
Less accumulated depreciation			1,830,487		1,858,781
	Total property, plant and equipment, net		2,107,740		2,163,938
Goodwill			2,088,963		2,138,499
Trademarks, net			643,292		651,552
Other intangibles, net			172,046		171,675
Other non-current assets			1,695,214		1,806,478
	Total other non-current assets		4,599,515		4,768,204
	Total assets	$	10,379,317	$	10,577,718

* Summarized from audited fiscal year 2005 balance sheet.

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

			July 27, 2005		April 27, 2005*
			FY 2006		FY 2005
			(Unaudited)
			(Thousands of Dollars)
Liabilities and Shareholders’ Equity
Current Liabilities:
Short-term debt			$	45,057	$	28,471
Portion of long-term debt due within one year				507,594		544,798
Accounts payable				946,882		1,181,652
Salaries and wages				65,760		76,020
Accrued marketing				236,123		260,550
Other accrued liabilities				349,787		365,022
Income taxes				134,201		130,555
		Total current liabilities		2,285,404		2,587,068
Long-term debt				4,657,619		4,121,984
Deferred income taxes				471,118		508,639
Non-pension post-retirement benefits				199,065		196,686
Other liabilities and minority interest				570,043		560,768
		Total long-term liabilities		5,897,845		5,388,077
Shareholders’ Equity:
Capital stock				107,857		107,857
Additional capital				451,831		430,073
Retained earnings				5,263,814		5,210,748
				5,823,502		5,748,678
Less:
	Treasury stock at cost (89,673,810 shares at July 27, 2005 and 83,419,356 shares at April 27, 2005)			3,379,054		3,140,586
	Unearned compensation			38,197		31,141
	Accumulated other comprehensive loss/(income)			210,183		(25,622	)
		Total shareholders’ equity		2,196,068		2,602,573
		Total liabilities and shareholders’ equity	$	10,379,317	$	10,577,718

*  Summarized from audited fiscal year 2005 balance sheet.

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

					First Quarter Ended
					July 27, 2005			July 28, 2004
					FY 2006			FY 2005
					(Unaudited)
					(Thousands of Dollars)
Cash Flows from Operating Activities:
	Net income				$	157,274		$	194,836
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation				55,475			53,654
		Amortization				5,768			5,429
		Deferred tax (benefit)/provision				(11,307	)		34,657
		Other items, net				13,358			27,483
		Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
			Receivables			87,993			129,979
			Inventories			19,906			(6,936	)
			Prepaid expenses and other current assets			(56,112	)		(50,799	)
			Accounts payable			(73,239	)		(169,936	)
			Accrued liabilities			(21,977	)		(63,119	)
			Income taxes			(11,223	)		30,932
				Cash provided by operating activities		165,916			186,180
Cash Flows from Investing Activities:
		Capital expenditures				(47,162	)		(38,440	)
		Acquisitions, net of cash acquired				(62,458	)		(8,393	)
		Proceeds from divestitures				993			19,179
		Purchases of short-term investments				—			(253,850	)
		Sales of short-term investments				—			46,950
		Other items, net				(3,643	)		(6,814	)
				Cash used for investing activities		(112,270	)		(241,368	)
Cash Flows from Financing Activities:
		Payments on long-term debt				—			(6,170	)
		Proceeds from commercial paper and short-term debt, net				456,329			1,650
		Dividends				(104,208	)		(99,970	)
		Purchases of treasury stock				(258,539	)		(101,913	)
		Exercise of stock options				26,672			34,688
		Other items, net				11,908			11,323
				Cash provided by/(used for) financing activities		132,162			(160,392	)
Effect of exchange rate changes on cash and cash equivalents						(62,724	)		2,278
Net increase/(decrease) in cash and cash equivalents						123,084			(213,302	)
Cash and cash equivalents at beginning of year						1,083,749			1,140,039
Cash and cash equivalents at end of period					$	1,206,833		$	926,737

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Basis of Presentation

The interim condensed consolidated financial statements of H. J. Heinz Company, together with its subsidiaries (collectively referred to as the “Company”), are unaudited. In the opinion of management, all adjustments, which are of a normal and recurring nature, except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q, necessary for a fair statement of the results of operations of these interim periods have been included. The results for interim periods are not necessarily indicative of the results to be expected for the full fiscal year due to the seasonal nature of the Company’s business. Certain prior year amounts have been reclassified in order to conform with the Fiscal 2006 presentation.

The $40.0 million and $246.9 million of auction rate securities that the Company held as of April 28, 2004 and July 28, 2004, respectively, were reclassified from cash and cash equivalents to short-term investments. As such, a corresponding adjustment was made to the consolidated statement of cash flow for the first quarter ended July 28, 2004 to reflect the gross purchases and sales of these securities as investing activities rather than as a component of cash and cash equivalents. The Company no longer owns auction rate securities as of April 27, 2005.

These statements should be read in conjunction with the Company’s consolidated financial statements and related notes, and management’s discussion and analysis of financial condition and results of operations which appear in the Company’s Annual Report on Form 10-K for the year ended April 27, 2005.

(2) Special Items

During the first quarter of Fiscal 2006, the Company recorded pretax reorganization charges of $25.0 million ($16.9 million after tax) for severance and employee benefit costs consistent with the Company’s goals to streamline its businesses. Additionally, $8.9 million of pretax costs ($7.6 million after tax) were incurred in the first quarter, primarily as a result of the previously announced strategic review related to the potential divestiture of several non-core businesses. The strategic review costs are primarily associated with portfolio reviews of the Company’s non-core European seafood and frozen foods businesses and the Tegel poultry business in New Zealand. The total impact of these initiatives was $33.8 million pre-tax ($24.5 million after-tax), of which $2.1 million was recorded as costs of products sold and $31.8 million in selling, general and administrative expense (“SG&A”). The amount included in accrued expenses related to these initiatives totaled $22.3 million at July 27, 2005, most of which is expected to be paid in the second quarter of Fiscal 2006.

(3) Inventories

The composition of inventories at the balance sheet dates was as follows:

	July 27, 2005		April 27, 2005
	(Thousands of Dollars)
Finished goods and work-in-process	$	930,583	$	974,974
Packaging material and ingredients		268,277		281,802
	$	1,198,860	$	1,256,776

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(4) Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the first quarter ended July 27, 2005, by segment, are as follows:

	North
	American										Other
	Consumer		U.S.					Asia/			Operating
	Products		Foodservice		Europe			Pacific			Entities			Total
	(Thousands of Dollars)
Balance at April 27, 2005	$	917,706	$	230,367	$	763,758		$	207,925		$	18,743		$	2,138,499
Acquisitions		—		—		9,976			—			—			9,976
Purchase accounting adjustments		—		3,918		—			(326	)		(124	)		3,468
Translation adjustments		733		—		(55,079	)		(7,952	)		(682	)		(62,980	)
Balance at July 27, 2005	$	918,439	$	234,285	$	718,655		$	199,647		$	17,937		$	2,088,963

During the first quarter of Fiscal 2006, the Company acquired a controlling interest in Petrosoyuz, a leading Russian maker of ketchup, condiments and sauces. The purchase price for this acquisition has been allocated based upon preliminary valuation results. Also during the first quarter, the Company adjusted the purchase price allocation related to the Fiscal 2005 acquisition of Appetizers And, Inc. The Company expects to finalize the purchase price allocations related to these acquisitions during Fiscal 2006 upon completion of third-party valuation procedures. During the first quarter of Fiscal 2006, the Company finalized the purchase price allocation for the acquisition of certain assets from ABAL, S.A. de C.V., within the Other Operating Entities segment.

Trademarks and other intangible assets at July 27, 2005 and April 27, 2005, subject to amortization expense, are as follows:

	July 27, 2005							April 27, 2005
			Accum							Accum
	Gross		Amort			Net		Gross		Amort			Net
	(Thousands of Dollars)
Trademarks	$	217,268	$	(62,535	)	$	154,733	$	221,019	$	(61,616	)	$	159,403
Licenses		208,186		(125,340	)		82,846		208,186		(123,911	)		84,275
Other		158,723		(69,523	)		89,200		155,481		(68,081	)		87,400
	$	584,177	$	(257,398	)	$	326,779	$	584,686	$	(253,608	)	$	331,078

Amortization expense for trademarks and other intangible assets subject to amortization was $5.3 million and $3.3 million for the quarters ended July 27, 2005 and July 28, 2004, respectively. Based upon the amortizable intangible assets recorded on the balance sheet as of July 27, 2005, annual amortization expense for each of the next five fiscal years is estimated to be approximately $21 million.

Intangible assets not subject to amortization at July 27, 2005 and April 27, 2005, were $488.6 million and $492.2 million, respectively, and consisted solely of trademarks.

(5) Income Taxes

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable tax rates. The decrease in the effective tax rate is attributable to discrete benefits from foreign tax credit carryforwards of approximately $16 million recognized in the first quarter as a result of tax planning initiatives, partially offset by the elimination of certain tax benefits as well as no tax benefit on some of the special items discussed in Note 2.

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The American Jobs Creation Act (the “AJCA”) provides a deduction of 85% on certain foreign earnings repatriation. The Company may elect to apply this provision in Fiscal 2006. On August 19, 2005 the Treasury Department provided additional guidance on key elements of the provision. The Company expects to complete its evaluation of this guidance within the second quarter of Fiscal 2006. The range of amounts that the Company is currently considering for repatriation under this provision is between zero and $600 million. The related potential range of income tax is estimated to be between zero and $15.5 million.

The AJCA provides a deduction calculated as a percentage of qualified income from manufacturing in the United States. The percentage increases from 3% to 9% over a 6 year period beginning with the 2006 fiscal year. In December 2004, the Financial Accounting Standards Board (“FASB”) issued a staff position providing for this deduction to be treated as a special deduction, as opposed to a tax rate reduction, in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 109. The expected benefit of this deduction did not have a material impact on the Company’s estimated effective tax rate for Fiscal 2006.

(6) Stock-Based Compensation Plans

Stock-based compensation is accounted for by using the intrinsic value-based method in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.”

The Company has adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” Accordingly, no compensation cost has been recognized for the Company’s stock option plans. If the Company had elected to recognize compensation cost based on the fair value of the options granted at grant date as prescribed by SFAS No. 123, income and income per common share would have been as follows:

			First Quarter Ended
			July 27, 2005		July 28, 2004
			(In Thousands, Except per
			Share Amounts)
Net Income:
	As reported		$	157,274	$	194,836
	Fair value-based expense, net of tax			4,042		6,140
	Pro forma		$	153,232	$	188,696
Income per common share:
	Diluted
		As reported	$	0.45	$	0.55
		Pro forma	$	0.44	$	0.53
	Basic
		As reported	$	0.45	$	0.56
		Pro forma	$	0.44	$	0.54

The weighted-average fair value of options granted was $6.76 and $6.58 per share in the first quarters ended July 27, 2005 and July 28, 2004, respectively.

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	First Quarter
	Ended
	July 27,			July 28,
	2005			2004
Dividend yield		3.2	%		3.0	%
Volatility		22.3	%		15.8	%
Risk-free interest rate		4.0	%		4.4	%
Expected term (years)		5.1			7.9

During the first quarter of Fiscal 2006, the Company granted 378,888 Restricted Stock Units (“RSUs”) to employees. The number of RSUs awarded to employees is determined by the fair market value of the Company’s stock on the grant date. The fair value of the awards granted has been recorded as unearned compensation and is shown as a separate component of shareholders’ equity. Unearned compensation is amortized over the vesting period for the particular grant, and is recognized as a component of general and administrative expenses. The RSU liability is classified as a component of additional paid in capital in the consolidated balance sheets. The Company recognized amortization related to the unearned compensation of $6.1 million and $5.1 million for the first quarter ended July 27, 2005 and July 28, 2004, respectively.

(7) Pensions and Other Post-Retirement Benefits

The components of net periodic benefit cost are as follows:

	First Quarter Ended
	July 27, 2005			July 28, 2004			July 27, 2005			July 28, 2004
	Pension Benefits						Post Retirement Benefits
	(Thousands of Dollars)
Service cost	$	10,539		$	11,198		$	1,536		$	1,372
Interest cost		30,287			30,004			3,792			4,054
Expected return on plan assets		(41,990	)		(41,150	)		—			—
Amortization of net initial asset		(5	)		(211	)		—			—
Amortization of prior service cost		807			2,287			(707	)		(756	)
Amortization of unrecognized loss		14,787			13,750			1,825			1,866
Net periodic benefit cost	$	14,425		$	15,878		$	6,446		$	6,536

As of July 27, 2005, the Company has contributed $11 million to fund its obligations under these plans. As previously disclosed, the Company expects to make combined cash contributions of approximately $45 million in Fiscal 2006.

Prepaid benefit cost of $709.8 million and $758.8 million is included as a component of other non-current assets in the condensed consolidated balance sheets at July 27, 2005 and April 27, 2005, respectively.

(8) Recently Issued Accounting Standards

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”, which revises SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. This Statement focuses primarily on accounting for transactions in which an entity compensates employee services through share-based payments. This Statement requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required

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to provide service in exchange for the reward. On April 18, 2005, the Securities and Exchange Commission adopted a new rule that amended the compliance dates of SFAS No. 123(R) to require the implementation no later than the beginning of the first fiscal year beginning after June 15, 2005. Early adoption of the Statement is permissible. The Company plans on adopting this Statement in Fiscal 2007.

In December 2004, the FASB issued FASB Staff Position (“FSP”) No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.” The FSP provides guidance on the accounting and disclosures for the temporary repatriation provision of the AJCA. The Company has adopted the disclosure provisions of the FSP which apply to entities that have not yet completed their evaluation of the repatriation provision, and will expand its disclosures in accordance with the FSP upon completion of the final evaluation.

(9) Segments

The Company’s segments are primarily organized by geographical area. The composition of segments and measure of segment profitability are consistent with that used by the Company’s management.

Descriptions of the Company’s reportable segments are as follows:

North American Consumer Products—This segment primarily manufactures, markets and sells ketchup, condiments, sauces, pasta meals, and frozen potatoes, entrees, snacks, and appetizers to the grocery channels in the United States of America and includes our Canadian business.

U.S. Foodservice—This segment primarily manufactures, markets and sells branded and customized products to commercial and non-commercial food outlets and distributors in the United States of America including ketchup, condiments, sauces, and frozen soups, desserts and appetizers.

Europe—This segment includes the Company’s operations in Europe and sells products in all of the Company’s categories.

Asia/ Pacific—This segment includes the Company’s operations in New Zealand, Australia, Japan, China, South Korea, Indonesia, Singapore, and Thailand. This segment’s operations include products in all of the Company’s categories.

Other Operating Entities—This segment includes the Company’s operations in Africa, India, Latin America, the Middle East, and other areas that sell products in all of the Company’s categories.

Zimbabwe remains in a period of economic uncertainty. Should the current situation continue, the Company could experience disruptions and delays in its Zimbabwean operations. As of the end of November 2002, the Company deconsolidated its Zimbabwean operations and classified its remaining net investment of approximately $110 million as a cost investment included in other non-current assets on the consolidated balance sheets. Although the Company’s business continues to operate profitably and is able to source raw materials, the country’s economic situation remains uncertain and there are government restrictions on the repatriation of earnings. The Company’s ability to recover its investment could become impaired if the economic and political uncertainties continue to deteriorate.

The Company’s management evaluates performance based on several factors including net sales, operating income excluding special items, and the use of capital resources. Intersegment revenues are accounted for at current market values. Items below the operating income line of the consolidated statements of income are not presented by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s management.

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The following table presents information about the Company’s reportable segments:

		First Quarter Ended
		July 27, 2005			July 28, 2004
		FY 2006			FY 2005
		(Thousands of Dollars)
Net external sales:
	North American Consumer Products	$	544,960		$	488,832
	U.S. Foodservice		353,211			343,868
	Europe		788,164			788,725
	Asia/ Pacific		323,530			294,272
	Other Operating Entities		100,288			87,329
	Consolidated Totals	$	2,110,153		$	2,003,026
Intersegment revenues:
	North American Consumer Products	$	12,303		$	12,726
	U.S. Foodservice		4,898			4,242
	Europe		3,235			4,672
	Asia/ Pacific		774			597
	Other Operating Entities		263			390
	Non-Operating(a)		(21,473	)		(22,627	)
	Consolidated Totals	$	—		$	—
Operating income (loss):
	North American Consumer Products	$	123,931		$	111,092
	U.S. Foodservice		50,462			54,340
	Europe		116,290			154,091
	Asia/ Pacific		20,353			32,263
	Other Operating Entities		6,367			14,326
	Non-Operating(a)		(36,201	)		(26,458	)
	Consolidated Totals	$	281,202		$	339,654
Operating income (loss) excluding special items(b):
	North American Consumer Products	$	125,767		$	111,092
	U.S. Foodservice		51,810			54,340
	Europe		129,731			154,091
	Asia/ Pacific		27,271			32,263
	Other Operating Entities		8,332			14,326
	Non-Operating(a)		(27,875	)		(26,458	)
	Consolidated Totals	$	315,036		$	339,654

(a)  Includes corporate overhead, intercompany eliminations and charges not directly attributable to operating segments.

(b)  First Quarter ended July 27, 2005—Excludes costs associated with targeted workforce reductions and costs incurred in connection with strategic reviews for several non-core businesses as follows: North American Consumer Products, $1.8 million; U.S. Foodservice, $1.3 million; Europe, $13.4 million; Asia/Pacific, $6.9 million; Other Operating, $2.0 million; and Non-Operating $8.4 million.

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The Company’s revenues are generated via the sale of products in the following categories:

		First Quarter Ended
		July 27, 2005		July 28, 2004
		FY 2006		FY 2005
		(Thousands of Dollars)
Ketchup, Condiments and Sauces		$	802,929	$	762,600
Frozen Foods			503,882		461,540
Convenience Meals			454,276		450,869
Infant Foods			194,378		178,951
Other			154,688		149,066
	Total	$	2,110,153	$	2,003,026

(10) Net Income Per Common Share

The following are reconciliations of income to income applicable to common stock and the number of common shares outstanding used to calculate basic EPS to those shares used to calculate diluted EPS:

			First Quarter Ended
			July 27, 2005		July 28, 2004
			FY 2006		FY 2005
			(In Thousands)
Net income			$	157,274	$	194,836
Preferred dividends				4		4
Net income applicable to common stock			$	157,270	$	194,832
	Average common shares outstanding—basic			345,735		351,366
	Effect of dilutive securities:
		Convertible preferred stock		125		140
		Stock options and restricted stock		3,025		3,471
	Average common shares outstanding—diluted			348,885		354,977

Stock options outstanding in the amounts of 18.6 million and 16.1 million were not included in the computation of diluted earnings per share for the first quarter ended July 27, 2005 and July 28, 2004, respectively, because inclusion of these options would be antidilutive.

(11) Comprehensive Income

		First Quarter Ended
		July 27, 2005			July 28, 2004
		FY 2006			FY 2005
		(Thousands of Dollars)
Net income		$	157,274		$	194,836
Other comprehensive income:
	Foreign currency translation adjustments		(242,120	)		43,318
	Minimum pension liability adjustment		385			(5,707	)
	Net deferred gains/(losses) on derivatives from periodic revaluations		6,076			(2,201	)
	Net deferred (gains)/losses on derivatives reclassified to earnings		(146	)		1,645
Comprehensive (loss)/income		$	(78,531	)	$	231,891

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(12) Derivative Financial Instruments and Hedging Activities

The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and utilizes certain derivative financial instruments to manage its foreign currency and interest rate exposures. There have been no material changes in the Company’s market risk during the first quarter ended July 27, 2005. For additional information, refer to pages 22-23 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 27, 2005.

As of July 27, 2005, the Company is hedging forecasted transactions for periods not exceeding two years. During the next 12 months, the Company expects $1.1 million of net deferred gains reported in accumulated other comprehensive loss/(income) to be reclassified to earnings. Hedge ineffectiveness related to cash flow hedges, which is reported in current period earnings as other income and expense, was not significant for the first quarter ended July 27, 2005 and July 28, 2004. Amounts reclassified to earnings because the hedged transaction was no longer expected to occur were not significant for the first quarter ended July 27, 2005 and July 28, 2004.

(13) Subsequent Events

On August 16, 2005, the Company completed its acquisition of HP Foods Limited, HP Foods Holdings Limited, and HP Foods International Limited, collectively referred to as “HPF”, from Groupe Danone S.A. HPF is a manufacturer and marketer of sauces which are primarily sold in the United Kingdom, United States, and Canada. The Company acquired HPF’s brands including HP® and Lea & Perrins® and a perpetual license to market Amoy® brand Asian sauces and products in Europe. The purchase price for this acquisition totaled approximately $850 million. In addition, on July 29, 2005, the Company acquired Nancy’s Specialty Foods, Inc., a producer of premium appetizers, quiche entrees and desserts in the United States and Canada.

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Items

      During the first quarter of Fiscal 2006, the Company recorded pretax reorganization charges of $25.0 million ($16.9 million after tax) for severance and employee benefit costs consistent with the Company’s goals to streamline its businesses. As a result of this program, approximately 200 positions are being eliminated, primarily in the General & Administrative (“G&A”) area. Additionally, $8.9 million of pretax costs ($7.6 million after tax) were incurred in the first quarter, primarily as a result of the previously announced strategic review related to the potential divestiture of several non-core businesses. The strategic review costs are primarily associated with portfolio reviews of the Company’s non-core European seafood and frozen foods businesses and the Tegel poultry business in New Zealand. The total impact of these initiatives was $33.8 million pre-tax ($24.5 million after-tax), of which $2.1 million was recorded as costs of products sold and $31.8 million in selling, general and administrative expense (“SG&A”).

THREE MONTHS ENDED JULY 27, 2005 AND JULY 28, 2004

Results of Operations

      Sales for the three months ended July 27, 2005 increased $107.1 million, or 5.3%, to $2.11 billion. Sales were favorably impacted by a volume increase of 2.3% driven primarily by the North American Consumer Products segment, as well as our Australian and Italian infant nutrition businesses. These volume increases were partially offset by declines in the European frozen food, convenience meals and seafood product lines. Pricing increased sales slightly by 0.2%. Acquisitions, net of divestitures, increased sales by 1.4%, and consisted primarily of the acquisition of Appetizers And, Inc. (“AAI”), a manufacturer and marketer of high-quality, frozen hors d’oeuvres sold primarily in the U.S. foodservice industry, and the acquisition of Petrosoyuz, a leading Russian maker of ketchup, condiments and sauces. Foreign exchange translation rates increased sales by 1.5%.

      Gross profit increased $15.0 million, or 2.0%, to $753.8 million; however, the gross profit margin decreased to 35.7% from 36.9%. The decrease in the gross profit margin is mainly due to the Europe segment. The 2.0% increase in gross profit is primarily a result of higher volume and favorable exchange translation rates.

      SG&A increased $73.5 million, or 18.4%, to $472.5 million and increased as a percentage of sales to 22.4% from 19.9%. The increase as a percentage of sales is primarily due to the $31.8 million of special items discussed above and increased G&A related primarily to increased employee-related costs.

      Operating income decreased $58.5 million, or 17.2%, to $281.2 million, which was unfavorably impacted by the $33.8 million of special items discussed above, the lower gross profit margin and increased G&A expense.

      Total marketing support (recorded as a reduction of revenue or as a component of SG&A) increased $46.8 million, or 8.5%, to $600.6 million on a sales increase of 5.3%. Marketing support recorded as a reduction of revenue, typically deals and allowances, increased $45.1 million, or 9.1%, to $538.0 million. This increase is largely a result of increased trade promotion spending across the European businesses, Heinz ketchup and Classico pasta sauces in U.S. businesses, and foreign exchange translation rates. Marketing support recorded as a component of SG&A increased $1.7 million, or 2.9%, to $62.7 million.

      Net interest expense increased $11.6 million, to $58.3 million largely due to higher average net debt and higher average interest rates in Fiscal 2006. Other expenses, net, decreased $1.8 million to $4.5 million. The effective tax rate for the current quarter was 28.0% compared to 32.0% last year. The decrease in the effective tax rate is attributable to discrete benefits from foreign tax

14

credit carryforwards of approximately $16 million recognized in the first quarter as a result of tax planning initiatives, partially offset by the elimination of certain tax benefits as well as no tax benefit on some of the special items discussed above. For full year Fiscal 2006, the Company anticipates its effective income tax rate to be approximately 31% to 33%, excluding special items.

      Net income for the first quarter of Fiscal 2006 was $157.3 million compared to $194.8 million in the year earlier quarter, a decrease of 19.3%, primarily due to the $24.5 million of special items discussed above, the decline in operating income, and increased net interest expense, partially offset by a lower effective tax rate. Diluted earnings per share was $0.45 in the current year compared to $0.55 in the prior year, down 18.2%.

OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

      Sales of the North American Consumer Products segment increased $56.1 million, or 11.5%, to $545.0 million. Volume increased significantly, up 11.3%, as a result of strong growth in Heinz ketchup and TGI Friday’s and Poppers brands of frozen snacks driven by successful marketing initiatives. In addition, Classico pasta sauces, Smart Ones frozen entrees and the launch of the new larger size Picnic Pak aided the volume increase. Frozen potatoes continued to perform well, as a result of last calendar year’s successful launch of Ore-Ida Extra Crispy Fries and microwavable Easy Fries as well as new distribution related to a co-packing agreement. Pricing decreased 1.0% largely due to increased trade promotion expense, primarily related to Heinz ketchup and Classico pasta sauces, and decreased price on the new larger size Picnic Pak. These price decreases were partially offset by reduced trade spending on Ore-Ida frozen potatoes. Divestitures reduced sales 0.4% and exchange translation rates increased sales 1.7%.

      Gross profit increased $21.7 million, or 10.7%, to $224.4 million. The 10.7% increase in gross profit was driven primarily by the increased volume. Operating income increased $12.8 million, or 11.6%, to $123.9 million, due to the increase in gross profit partially offset by increased G&A and marketing expenses.

U.S. Foodservice

      Sales of the U.S. Foodservice segment increased $9.3 million, or 2.7%, to $353.2 million. The acquisition of AAI in the fourth quarter of Fiscal 2005 increased sales 3.6%. Higher pricing increased sales by 0.5%, as price increases were initiated primarily on frozen soup and tomato products. Volume decreased sales 1.3%, largely due to single serve condiments, resulting from unfavorable product mix, and ketchup, chiefly due to the timing of promotions, partially offset by volume increases in frozen soup.

      Gross profit increased $6.0 million, or 5.9%, to $107.7 million, and the gross profit margin increased to 30.5% from 29.6% primarily due to favorable pricing and the AAI acquisition. Operating income decreased $3.9 million, or 7.1%, to $50.5 million, as the increase in gross profit was offset by increased selling and distribution expenses, largely due to higher fuel and distribution costs, increased personnel costs and the AAI acquisition.

Europe

      Heinz Europe’s sales decreased $0.6 million, or 0.1%, to $788.2 million. Volume decreased 3.0%, principally due to frozen foods and convenience meals in the U.K. and the European seafood business. The frozen food decline is mainly a result of promotional timing, category softness and the loss of a contract related to chilled sandwiches, and the decrease in convenience meals is primarily from price increases. These volume declines were partially offset by increases in the Italian infant nutrition business and Heinz top-down ketchup. Higher pricing increased sales 1.0%, driven primarily by price increases initiated on Heinz beans. The acquisition of Petrosoyuz, a

15

leading Russian maker of ketchup, condiments and sauces, in the first quarter of Fiscal 2006 increased sales 2.5%. Divestitures reduced sales 1.1%, and favorable exchange translation rates increased sales by 0.5%.

      Gross profit decreased $14.5 million, or 4.8%, to $288.5 million, and the gross profit margin decreased to 36.6% from 38.4%. The decrease in gross profit margin is primarily due to the U.K., Northern Europe, and the European seafood businesses, resulting from unfavorable sales mix and higher manufacturing costs. Operating income decreased $37.8 million, or 24.5%, to $116.3 million, due to the decline in gross profit, $13.4 million of reorganization costs related to targeted workforce reductions and strategic review costs for our non-core seafood and frozen businesses in Europe, and increased G&A, primarily due to employee-related and SAP system implementation costs.

Asia/Pacific

      Sales in Asia/Pacific increased $29.3 million, or 9.9%, to $323.5 million. Volume increased sales 4.7%, reflecting strong volume in Australia and Indonesia, largely due to new product introductions and increased marketing. These increases were partially offset by continued declines in the Tegel poultry business in New Zealand. Favorable exchange translation rates increased sales by 6.4%. Lower pricing reduced sales 2.0%, primarily due to continuing market price pressures on the Tegel poultry business in New Zealand as well as increased promotional spending in our Australian business. Acquisitions, net of divestitures, increased sales 0.7%, largely due to the acquisition of Shanghai LongFong Foods, a maker of popular frozen Chinese snacks and desserts.

      Gross profit increased $3.0 million, or 3.1%, to $98.5 million. The gross profit margin decreased to 30.4% from 32.5%. The gross profit margin decline was primarily a result of lower pricing, commodity cost increases and unfavorable sales mix in China, and lost distribution and competitive pressures in the Tegel poultry business. The 3.1% increase in gross profit benefited from volume improvements and the favorable impact of exchange translation rates in Australia and New Zealand. Operating income decreased $11.9 million, or 36.9%, to $20.4 million, primarily due to the decline in gross profit margin and $6.9 million of reorganization costs related to targeted workforce reductions and strategic review costs for our non-core Tegel poultry business.

Other Operating Entities

      Sales for Other Operating Entities increased $13.0 million, or 14.8%, to $100.3 million. Volume increased 5.9% due primarily to ketchup and baby food in Latin America and sales in India. Higher pricing increased sales by 6.6%, largely due to price increases taken in Latin America and reduced trade spending in India. Sales were also favorably impacted by 4.2% from the acquisition in the fourth quarter Fiscal 2005 of a sauce and condiments business in Mexico. Divestitures reduced sales by 0.4% and foreign exchange translation rates reduced sales by 1.4%.

      Gross profit increased $3.4 million, or 11.9%, to $32.3 million, due mainly to increased pricing. Operating income decreased $8.0 million, or 55.6% to $6.4 million. Last year’s results include the proceeds of an agreement related to the recall in Israel.

      Zimbabwe remains in a period of economic uncertainty. Should the current situation continue, the Company could experience disruptions and delays in its Zimbabwean operations. As of the end of November 2002, the Company deconsolidated its Zimbabwean operations and classified its remaining net investment of approximately $110 million as a cost investment included in other non-current assets on the consolidated balance sheets. Although the Company’s business continues to operate profitably and is able to source raw materials, the country’s economic situation remains uncertain and there are government restrictions on the repatriation of earnings. The Company’s ability to recover its investment could become impaired if the economic and political uncertainties continue to deteriorate.

16

Liquidity and Financial Position

      Cash provided by operating activities was $165.9 million, a decrease of $20.3 million from the prior year. The decrease in the first quarter of Fiscal 2006 versus Fiscal 2005 is primarily due to a decline in net income and the timing of income tax payments and accounts receivable, partially offset by a favorable movement in accounts payable. However, the Company continues to make progress in reducing our cash conversion cycle, with a reduction of 3 days in the first quarter of Fiscal 2006 compared to Fiscal 2005.

      Cash used for investing activities totaled $112.3 million compared to $241.4 million last year. Acquisitions, net of divestitures, used $61.5 million in Fiscal 2006 primarily related to the Company’s purchase in the first quarter of Petrosoyuz, a leading Russian maker of ketchup, condiments and sauces. In Fiscal 2005, proceeds from divestitures, net of acquisitions, provided $10.8 million in cash. Capital expenditures totaled $47.2 million (2.2% of sales) compared to $38.4 million (1.9% of sales) last year.

      Cash provided by financing activities totaled $132.2 million compared to using $160.4 million last year. Proceeds from short-term debt and commercial paper were $456.3 million this year compared to $1.7 million in the prior year. Cash used for the purchases of treasury stock, net of proceeds from option exercises, was $231.9 million this year compared to $67.2 million in the prior year, in line with the Company’s plans of moderately reducing shares outstanding. Dividend payments totaled $104.2 million, compared to $100.0 million for the same period last year, reflecting a 5.3% increase in the annual dividend on common stock.

      At July 27, 2005, the Company had total debt of $5.2 billion (including $180 million relating to the fair value of interest rate swaps) and cash and cash equivalents of $1.2 billion. The increase in total debt is primarily the result of stock repurchases and acquisitions during the first quarter of Fiscal 2006.

      The Company and H.J. Heinz Finance Company maintain a $2 billion credit agreement that expires in 2009. The credit agreement supports the Company’s commercial paper borrowings and the remarketable securities. As a result, these borrowings are classified as long-term debt based upon the Company’s intent and ability to refinance these borrowings on a long-term basis. The Company maintains in excess of $1 billion of other credit facilities used primarily by the Company’s foreign subsidiaries. These resources, the Company’s existing cash balance of more than $1 billion, strong operating cash flow and access to the capital market, if required should enable the Company to meet its cash requirements for operations, including capital expansion programs, debt maturities and dividends to shareholders.

      On August 16, 2005, the Company completed its acquisition of HP Foods Limited, HP Foods Holdings Limited, and HP Foods International Limited, collectively referred to as “HPF”, from Groupe Danone S.A. HPF is a manufacturer and marketer of sauces which are primarily sold in the United Kingdom, United States, and Canada. The Company acquired HPF’s brands including HP® and Lea & Perrins® and a perpetual license to market Amoy® brand Asian sauces and products in Europe. The purchase price for this acquisition totaled approximately $850 million and was primarily funded with cash. In addition, on July 29, 2005, the Company acquired Nancy’s Specialty Foods, Inc., a producer of premium appetizers, quiche entrees and desserts in the United States and Canada.

      In Fiscal 2006, cash required for reorganization costs, related to both workforce reductions and strategic review costs, was approximately $8.0 million. The Company expects the aggregate amount of expense to be incurred in Fiscal 2006 relative to worldwide targeted headcount reductions, costs relative to portfolio reviews of several non-core businesses and integration costs for the above acquisitions to be approximately $100 million, which will be primarily cash expenditures. On-going savings relative to these initiatives are anticipated to be approximately $28 million and $60 million in fiscal years 2006 and 2007, respectively.

17

      The Company’s long-term debt ratings were A- at Standard & Poors and Fitch and A-3 at Moody’s. Moody’s has put Heinz’s long term rating under review for possible downgrade.

      The impact of inflation on both the Company’s financial position and the results of operations is not expected to adversely affect Fiscal 2006 results.

Contractual Obligations

      The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements and unconditional purchase obligations. In addition, the Company has purchase obligations for materials, supplies, services and property, plant and equipment as part of the ordinary conduct of business. A few of these obligations are long-term and are based on minimum purchase requirements. In the aggregate, such commitments are not at prices in excess of current markets. Due to the proprietary nature of some of the Company’s materials and processes, certain supply contracts contain penalty provisions for early terminations. The Company does not believe that a material amount of penalties is reasonably likely to be incurred under these contracts based upon historical experience and current expectations. There have been no material changes to contractual obligations during the three months ended July 27, 2005. For additional information, refer to page 21 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 27, 2005.

Recently Issued Accounting Standards

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), “Share-Based Payment”, which revises SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. This Statement focuses primarily on accounting for transactions in which an entity compensates employee services through share-based payments. This Statement requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward. On April 18, 2005, the Securities and Exchange Commission adopted a new rule that amended the compliance dates of SFAS No. 123(R) to require the implementation no later than the beginning of the first fiscal year beginning after June 15, 2005. Early adoption of the Statement is permissible. The Company plans on adopting this Statement in Fiscal 2007.

      In December 2004, the FASB issued FASB Staff Position (“FSP”) No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.” The FSP provides guidance on the accounting and disclosures for the temporary repatriation provision of the American Jobs Creation Act. The Company has adopted the disclosure provisions of the FSP which apply to entities that have not yet completed their evaluation of the repatriation provision, and will expand its disclosures in accordance with the FSP upon completion of the final evaluation.

18

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

      Statements about future growth, profitability, costs, expectations, plans, or objectives included in this report, including the management’s discussion and analysis, the financial statements and footnotes, are forward-looking statements based on management’s estimates, assumptions, and projections. These forward-looking statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz’s control and could cause actual results to differ materially from those expressed or implied in this report and the financial statements and footnotes. Uncertainties contained in such statements include, but are not limited to, sales, earnings, and volume growth, general economic, political, and industry conditions, competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs, the ability to anticipate and respond to consumer trends, the need for product recalls, the ability to maintain favorable supplier relationships, achieving cost savings and gross margins objectives, currency valuations and interest rate fluctuations, the ability to complete and the success of acquisitions, joint ventures, divestitures, and other strategic initiatives, the ability to effectively integrate acquired businesses, new product and packaging innovations, product mix, the effectiveness of advertising, marketing, and promotional programs, supply chain efficiency and cash flow initiatives, risks inherent in litigation and international operations, particularly the performance of business in hyperinflationary environments, changes in estimates in critical accounting judgments and other laws and regulations, including tax laws, the success of tax planning strategies, the possibility of increased pension expense and contributions and other people-related costs, the possibility of investment impairment, and other factors described in “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Form 10-K for the fiscal year ended April 27, 2005, and factors described under “Safe Harbor Provisions for Forward-Looking Statements” in the Company’s subsequent filings with the Securities and Exchange Commission. The forward-looking statements are and will be based on management’s then current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      There have been no material changes in the Company’s market risk during the first quarter ended July 27, 2005. For additional information, refer to pages 22-23 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 27, 2005.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

      The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, were designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

(b)  Changes in Internal Control over Financial Reporting

      No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

      Nothing to report under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      In the first quarter of Fiscal 2006, the Company repurchased the following number of shares of its common stock:

							Maximum
					Total Number of		Number of
					Shares Purchased		Shares that
	Total		Average		as Part of		May Yet Be
	Number		Price		Publicly		Purchased
	of Shares		Paid per		Announced		Under the
Period	Purchased		Share		Programs		Programs
April 28, 2005 - May 25, 2005		—		—		—		—
May 26, 2005 - June 22, 2005		725,000	$	36.63		—		—
June 23, 2005 - July 27, 2005		6,426,016	$	36.10		—		—
Total		7,151,016	$	36.15		—		—

      Of the shares repurchased, 6,996,392 shares were acquired under the share repurchase program authorized by the Board of Directors on January 14, 2004 for a maximum of 15 million shares. Once that program was completed in July, the remaining 154,624 shares were repurchased in July under the 30 million program authorized by the Board of Directors on June 8, 2005. All repurchases were made in open market transactions. As of July 27, 2005, the maximum number of shares that may yet be purchased under the 2005 program is 29,845,376.

Item 3. Defaults upon Senior Securities

      Nothing to report under this item.

Item 4. Submission of Matters to a Vote of Security Holders

      Nothing to report under this item.

Item 5. Other Information

      Nothing to report under this item.

Item 6. Exhibits

Exhibits required to be furnished by Item 601 of Regulation S-K are listed below. The Company may have omitted certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K and has omitted certain schedules to Exhibit 4 in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish such documents to the Commission upon request. Documents not designated as being incorporated herein by reference are set forth herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.

2.	Agreement dated June 18, 2005, among Danone Holdings (UK), H. J. Heinz Company Limited and H. J. Heinz Company.
12.	Computation of Ratios of Earnings to Fixed Charges.

31(a).	Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
31(b).	Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.
32(a).	Certification by the Chief Executive Officer Relating to a Periodic Report Containing Financial Statements.
32(b).	Certification by the Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.

20

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

H. J. HEINZ COMPANY

     (Registrant)

Date: August 22, 2005

By:  /s/ Arthur B. Winkleblack

............................................ ............................................ ...................................

Arthur B. Winkleblack

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: August 22, 2005

By:  /s/ Edward J. McMenamin

............................................ ............................................ ...................................

Edward J. McMenamin

Senior Vice President—Finance

and Corporate Controller

(Principal Accounting Officer)

21

EXHIBIT INDEX

DESCRIPTION OF EXHIBIT

      Exhibits required to be furnished by Item 601 of Regulation S-K are listed below. Documents not designated as being incorporated herein by reference are furnished herewith. The Company may have omitted certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K and has omitted certain schedules to Exhibit 4 in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish such documents to the Commission upon request. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.

2.	Agreement dated June 18, 2005, among Danone Holdings (UK), H. J. Heinz Company Limited and H. J. Heinz Company.
12.	Computation of Ratios of Earnings to Fixed Charges.
31(a).	Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
31(b).	Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.
32(a).	Certification by the Chief Executive Officer Relating to a Periodic Report Containing Financial Statements.
32(b).	Certification by the Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.

EX-2

                                                                       Exhibit 2

CONFORMED COPY INCORPORATING CHANGES MADE PURSUANT TO A DEED OF AMENDMENT DATED
16 AUGUST 2005

                                  18 JUNE 2005

                              DANONE HOLDINGS (UK)

                           H.J. HEINZ COMPANY LIMITED

                                       AND

                               H.J. HEINZ COMPANY

- --------------------------------------------------------------------------------

                                    AGREEMENT

                 FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED
                   SHARE CAPITAL OF EACH OF HP FOODS LIMITED,
                          HP FOODS HOLDINGS LIMITED AND
                         HP FOODS INTERNATIONAL LIMITED

- --------------------------------------------------------------------------------

                     (FRESHFIELDS BRUCKHAUS DERINGER LOGO)

                                    CONTENTS



CLAUSE                                                                         PAGE
- ------                                                                         ----
                                                                            
1.  DEFINITIONS AND INTERPRETATION..........................................     1
2.  SALE AND PURCHASE OF THE SHARES.........................................    14
3.  PRICE...................................................................    15
4.  CONDITIONS TO COMPLETION AND CO-OPERATION...............................    16
5.  PRE-COMPLETION UNDERTAKINGS.............................................    19
6.  COMPLETION..............................................................    19
7.  SETTLEMENT OF INTRA-GROUP DEBT..........................................    20
8.  WARRANTIES..............................................................    22
9.  PURCHASERS' WARRANTIES..................................................    24
9A. DISTRIBUTION AGREEMENTS AND THIRD PARTY CONSENTS........................    24
10. CONDUCT OF PROCEEDINGS..................................................    26
11. INDEMNITIES.............................................................    28
12. PROPERTY................................................................    28
13. NAME CHANGES, LABELLING AND IT SERVICES.................................    30
14. PRODUCT QUALITY.........................................................    31
15. NO RIGHTS OF RESCISSION OR TERMINATION..................................    31
16. INSURANCE...............................................................    31
17. PROTECTIVE COVENANTS....................................................    32
18. PAYMENTS................................................................    34
19. CONFIDENTIALITY.........................................................    35
20. ENTIRE AGREEMENT........................................................    37
21. VARIATION...............................................................    38
22. ASSIGNMENT..............................................................    38
23. ASSURANCES..............................................................    39
24. ANNOUNCEMENTS...........................................................    40
25. COSTS...................................................................    40
26. SEVERABILITY............................................................    41
27. COUNTERPARTS............................................................    41
28. TIME OF THE ESSENCE.....................................................    41
29. WAIVERS, RIGHTS AND REMEDIES............................................    41



                                                                          Page I

                                                                             
30. NOTICES.................................................................    41
31. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............    43
32. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS......................    43

SCHEDULE 1  THE COMPANIES AND THE SUBSIDIARIES..............................    45
   PART A   DETAILS OF THE COMPANIES........................................    45
   PART B   DETAILS OF THE SUBSIDIARIES.....................................    46

SCHEDULE 2  THE SHARES TO BE SOLD AND THE CONSIDERATION.....................    47

SCHEDULE 3  PRE-COMPLETION UNDERTAKINGS.....................................    48

SCHEDULE 4  VENDOR WARRANTIES...............................................    49
   PART A : GENERAL/COMMERCIAL..............................................    49
   PART B   PROPERTY WARRANTIES.............................................    58
   PART C   ENVIRONMENTAL WARRANTIES........................................    61
   PART D   INTELLECTUAL PROPERTY WARRANTIES................................    61
   PART E   INFORMATION TECHNOLOGY WARRANTIES...............................    63
   PART F   DIRECTORS AND EMPLOYEES.........................................    63
   PART G   PENSION WARRANTIES..............................................    65
   PART H   TAX WARRANTIES..................................................    67
   PART I   COMPETITION/ANTITRUST...........................................    70

SCHEDULE 5  PURCHASERS' WARRANTIES..........................................    71

SCHEDULE 6  LIMITATIONS ON CLAIMS...........................................    72

SCHEDULE 7  COMPLETION ARRANGEMENTS.........................................    79
   PART A : COMPLETION OBLIGATIONS..........................................    79

SCHEDULE 8  PROPERTY DETAILS................................................    80

SCHEDULE 9  INTELLECTUAL PROPERTY...........................................    81

OWNED IP....................................................................    81

SCHEDULE 10 POST-COMPLETION FINANCIAL ADJUSTMENTS...........................    82
   PART A : PRELIMINARY.....................................................    82
   PART B : SPECIFIC ACCOUNTING TREATMENTS..................................    83
   PART C : COMPLETION STATEMENT............................................    84
   PART D : FINANCIAL ADJUSTMENT PROVISIONS.................................    87

ANNEX 1 TO SCHEDULE 10: ESTIMATED AMOUNTS...................................    90

ANNEX 2 TO SCHEDULE 10: COMPLETION STATEMENT FORMAT.........................    91




                                                                         Page II

                                                                             
ANNEX 3 TO SCHEDULE 10: PRICEWATERHOUSECOOPERS WORKING CAPITAL ANALYSIS.....    92

ANNEX 4 TO SCHEDULE 10: ELEMENTS OF RECONCILIATION BETWEEN THE MANAGEMENT
   ACCOUNTS AND THE ACCOUNTS................................................    93
SCHEDULE 11 TAX COVENANT....................................................    94
SCHEDULE 12 PROPERTY........................................................    95
SCHEDULE 13 DATA ROOM LIST..................................................    96
SCHEDULE 14 DISTRIBUTION AGREEMENTS.........................................    97




                                                                        Page III

THIS SALE AND PURCHASE AGREEMENT is made on 18 June 2005

BETWEEN:

(1)  DANONE HOLDINGS (UK) (registered no. 02255846), whose registered office is
     at 20-22 Bedford Row, London WC1R 4JS, United Kingdom) (the VENDOR);

(2)  H.J. HEINZ COMPANY LIMITED (registered no. 00147624), whose registered
     office is at South Building, Hayes Park, Hayes, Middlesex UB4 8AL, United
     Kingdom (the HP PURCHASER); and

(3)  H.J. HEINZ COMPANY, a Pennsylvania corporation whose head office is at 600
     Grant Street, Pittsburgh, Pennsylvania 15219, United States of America (the
     L&P PURCHASER).

WHEREAS:

(A) HP Foods Limited is a private company limited by shares incorporated in
England on 5 May 1988, HP Foods Holdings Limited is a private company limited by
shares incorporated in England on 29 May 1925 and HP Foods International Limited
(together with HP Foods Limited and HP Foods Holdings Limited, the COMPANIES and
each a COMPANY) is a private company limited by shares incorporated in England
on 2 October 1931. Further details of the Companies are set out in Part A of
Schedule 1. The Vendor is the sole legal and beneficial owner of the issued
share capital of each of the Companies.

(B) The companies of which details are set out in Part B of Schedule 1 (the
SUBSIDIARIES) are subsidiaries of the Companies.

(C) The Vendor has agreed to sell, and the HP Purchaser has agreed to purchase,
all of the issued shares in the capital of HP Foods Limited and HP Foods
Holdings Limited, and the Vendor has agreed to sell, and the L&P Purchaser has
agreed to purchase, all of the issued shares in the capital of HP Foods
International Limited (together, the SHARES) for the consideration and upon the
terms and subject to the conditions set out in this Agreement (the PROPOSED
TRANSACTION).

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1 In this Agreement, the following expressions shall have the following
meanings:

ACCOUNTANTS means the Purchasers' Accountants and the Vendor's Accountants;

ACCOUNTING PRINCIPLES means the accounting principles, policies, treatments,
practices and categorisations used in the preparation of the Accounts;


                                                                          Page 1

ACCOUNTS means the unaudited combined consolidated accounts of the Companies as
at the Accounts Date in the Agreed Form together with any notes, reports,
statements or documents included in or annexed or attached to them;

ACCOUNTS DATE means 31 December 2004;

ACTUARIAL VALUATIONS means the actuarial valuation of the UK Pension Scheme as
at 5 April 2004, and the actuarial valuations of the US Pension Schemes as at 31
December 2004 (copies of which are included in the Data Room);

AFFILIATE means in relation to any party, any subsidiary undertaking or parent
undertaking of that party and any subsidiary undertaking of any such parent
undertaking, in each case from time to time;

AGREED FORM means, in relation to a document, the form of that document which
has been initialled on the date of this Agreement for the purpose of
identification by or on behalf of the Vendor and the Purchasers (in each case
with such amendments as may be agreed by or on behalf of the Vendor and the
Purchasers);

ACQUIRED BUSINESS has the meaning given in clause 17.2;

ACQUIRED COMPETING BUSINESS has the meaning given in clause 17.2;

AMOY SUPPLY AGREEMENT means the supply agreement to be entered into between HP
Foods Limited, Danone Asia Pte Ltd and Amoy Food Limited between the date of
this Agreement and the Completion Date;

AMOY TRADE MARK LICENCE means the licence dated to be entered into between HP
Foods Limited and Danone Asia Pte Ltd between the date of this Agreement and
Completion;

BLOCKING ORDER means an order made by the UK Competition Commission pursuant to
section 81(2) of the EA in respect of the Proposed Transaction which would
prevent the transfer of the Shares;

BOSTON OPTION AGREEMENT means the Option Agreement dated 19 May 2005 between H P
Foods Limited (1) and Chestnut Homes Limited (2);

BOSTON PROPERTY means property being Boston Manufacturing Plant, Pulvertoft
Lane, White Horse Lane, Boston, Lincolnshire;

BUDGET means the rolling quarterly budget of the Group from time to time;

BUSINESS means the business of the Group as carried on at the date of this
Agreement including (without limitation) the production, development,
manufacture, distribution and sale of the products currently produced,
developed, manufactured, distributed or sold by the Group;

BUSINESS DAY means a day (excluding Saturdays) on which banks generally are open
in London and Paris for the transaction of normal banking business;


                                                                          Page 2

BUSINESS IP means the Owned IP and all other registered Intellectual Property
Rights used by the Business;

CASH means the aggregate of the Group's freely available cash or cash
equivalents in hand or credited to any account with any banking, financial,
acceptance credit, lending or other similar institution or organisation,
including all interest accrued thereon, as at Completion, as set out in the
accounting records/nominal ledgers of each Group Company (excluding insurance
proceeds received relating to future capital expenditure);

CC means the UK Competition Commission;

CC REFERENCE means a reference of the Proposed Transaction being made by the OFT
to the CC;

CODE means the US Internal Revenue Code of 1986, as amended;

COMPANY and COMPANIES have the meaning given in Recital (A);

Competing Business has the meaning given in clause 17.1;

COMPETITION AUTHORITY means any relevant government, governmental, national,
supranational, competition or antitrust body or other authority, in any
jurisdiction, which is responsible for applying merger control or other
competition or antitrust legislation in such jurisdictions;

COMPLETION means completion of the sale and purchase of the Shares in accordance
with clause 6;

COMPLETION DATE has the meaning given in clause 6.1;

COMPLETION STATEMENT has the meaning given to it in paragraph 1 of Part C of
Schedule 10;

CONFIDENTIAL INFORMATION has the meaning given in clause 19.1(a);

CONFIDENTIALITY AGREEMENT means the confidentiality letter dated 24 March 2005
signed by Groupe Danone S.A. and the L&P Purchaser;

CONNECTED PERSON has the meaning given in clause 20.1;

CONSEQUENTIAL LOSSES means any punitive or exemplary damages, any indirect or
consequential damages or any loss of profit or revenue or damage to goodwill or
reputation, in each case whether due to a breach of contract, breach of
warranty, the negligence of the Vendor or otherwise;

CONTRACT RATE means four per cent.;

COSTS means any liabilities, losses, damages, costs (including reasonable legal
costs) and expenses (including taxation), in each case, of any nature
whatsoever;


                                                                          Page 3

DATA ROOM means the documents made available by the Vendor as at 17 June 2005 on
the internet through the Merrill data site for the purpose of allowing the
Purchasers to undertake due diligence with respect to the Group, an index (the
DATA ROOM INDEX) of which forms Schedule 1 to the Disclosure Letter, together
with the sensitive information provided to the Purchasers on or before the date
of this Agreement, an index of which (the DISCLOSURE BUNDLE INDEX) forms
Schedule 5 to the Disclosure Letter;

DEBT FREE/CASH FREE PRICE has the meaning given in clause 3.1;

DEFAULT INTEREST RATE means interest at LIBOR plus four per cent.;

DISTRIBUTION AGREEMENTS means those agreements listed in Schedule 14, together
with any other agreements as agreed between the parties from time to time, to
the extent that they relate to the Business (but if relating only in part to the
Business, then only to the extent that they do so relate);

DUE DATE has the meaning given in clause 18.3;

DUE SUM has the meaning given in clause 18.3;

DISCLOSURE LETTER means the letter of even date herewith from the Vendor to the
Purchasers;

DUTCH PENSION SCHEME means the Centraal Beheer pension scheme for the employees
of B.E. International Foods B.V. (pensioenreglement voor de werknemers van B.E.
International Foods B.V.) and the industry wide pension fund for the wholesale
of food (reglementen voor het Bedrijfstakpensioenfonds voor de Groothandel in
Levensmiddelen);

EA means the Enterprise Act 2002 (UK);

EMPLOYEES means the officers and employees of any of the Group Companies, and
EMPLOYEE means one of them;

ENCUMBRANCE means any mortgage, charge, pledge, lien, encumbrance, equity, claim
or other third party right or interest or security interest, title retention or
any other security agreement or arrangement or any agreement to create any of
the above (including, without limitation, any right to acquire, option or right
of pre-emption or conversion) of any nature whatsoever;

ENFIELD PROPERTY means property being 1371 Mollison Avenue, Enfield, Middlesex
EN3 7JZ

ENVIRONMENT means all or any of the following media, namely air (including the
air within buildings or other natural or man-made structures above or below
ground), water or land;

ENVIRONMENTAL CLAIM means a Relevant Claim which is a claim in respect of any
breach of the warranties set out in Part C of Schedule 4;


                                                                          Page 4

ENVIRONMENTAL CONSENTS means any permit, licence, authorisation, approval or
consent required under or in relation to Environmental Laws by the Group
Companies relating to the operation of the Business carried out at the
Properties;

ENVIRONMENTAL LAWS means all international, European Union, national, state,
federal, regional or local laws (including common law, statute law, civil,
criminal law), which relate to the Environment or Environmental Matters and
which are in force and binding as at Completion or were at an earlier relevant
time in force and binding;

ENVIRONMENTAL MATTERS means:

(a) pollution or contamination of the Environment; or

(b) the generation, manufacture, processing, handling, storage, distribution,
use, treatment, removal, transport, disposal, release, emission, spillage,
deposit or discharge of Hazardous Substances;

ESTIMATED CASH means the estimated Cash attributable to the Group as at
Completion, as shown in Part A of Annex 1 to Schedule 10;

ESTIMATED EXTERNAL DEBT means, in relation to the Group, the estimated External
Debt attributable to the Group as at Completion, as shown in Part A of Annex 1
to Schedule 10;

ESTIMATED INTRA-GROUP PAYABLES means the individual estimated Intra-Group
Payables expressed in the applicable currency attributable to any Group Company,
as shown in Part B of Annex 1 to Schedule 10;

ESTIMATED INTRA-GROUP RECEIVABLES means the individual estimated Intra-Group
Receivables expressed in the applicable currency attributable to any Group
Company, as shown in Part B of Annex 1 to Schedule 10;

EXCHANGE RATE means, with respect to a particular currency for a particular day,
the spot rate of exchange (the closing mid-point) for that currency into
sterling on such date as published in the London edition of the Financial Times
first published thereafter or, where no such rate is published in respect of
that currency for such date, at the rate quoted by Barclays Bank Plc as at the
close of business in London on such date;

EXTERNAL DEBT means, in relation to each Group Company, the aggregate of the
Financial Debt owed by that Group Company as shown by the books of that Group
Company as at Completion and any capital leases, break fees on any financing
arrangements (triggered by change of control or prepayment), costs accrued with
respect to remediation to original state (as required by any contractual
obligations), any dividends declared but unpaid, sale and leaseback
arrangements, accrued taxes on income, profits or gains and any other
arrangement with the commercial effect of a borrowing. For the avoidance of
doubt, External Debt shall not include any Intra-Group Payables (and any
interest thereon) nor any items to be treated as creditors in Working Capital;


                                                                          Page 5

FAIR LAWN PROPERTY means the property being 15-01 Pollitt Drive, Fair Lawn, New
Jersey 07410 USA as more particularly described in Schedule 8;

FINAL GERMAN PROHIBITION DECISION means a final determination of the German
Bundeskartellamt pursuant to German merger laws and regulations that any part of
the Proposed Transaction may not be put into effect;

FINAL IRISH PROHIBITION DECISION means a final determination of the Irish
Competition Authority pursuant to Irish merger laws and regulations that any
part of the Proposed Transaction may not be put into effect;

FINAL UK PROHIBITION DECISION means an order made by the UK Competition
Commission pursuant to section 84 of the EA that the Proposed Transaction may
not be put into effect;

FINAL SHARE PRICE has the meaning given in clause 3;

FINANCIAL ADJUSTMENTS means any adjustment(s) required in accordance with the
Financial Adjustment Provisions;

FINANCIAL ADJUSTMENT PROVISIONS means the provisions of Part D of Schedule 10;

FINANCIAL DEBT means borrowings, book overdrafts, and indebtedness in the nature
of borrowing (including by way of acceptance credits, discounting or similar
facilities, loan stocks, bonds, debentures, notes, overdrafts or any other
similar arrangements the purpose of which is to raise money) owed to any
banking, financial acceptance, credit, lending or other similar institution or
organisation which (in each case) is not a member of the Vendor's Group together
with accrued interest and the unpaid Project Tardis Costs at Completion, but
excluding any long-term deferred tax and pensions liabilities;

GERMAN PENSION SCHEME means the pension scheme provided by AMB Generale
Pensionskasse for the employees of B.E.International Foods GmbH;

GERMAN PHASE II COMMENCEMENT means the German Bundeskartellamt informing either
the Purchasers or the Vendor in accordance with German merger laws or
regulations that it intends to carry out an in depth investigation (commonly
referred to as a Phase II investigation) into the Proposed Transaction;

GROUP means each of the Companies and their Subsidiaries;

GROUP COMPANIES means the Companies and the Subsidiaries and GROUP COMPANY means
any of them;

GOVERNMENTAL ENTITY means, in relation to anywhere in the world, any
supra-national, national, state, municipal or local government (including any
subdivision, court, administrative agency or commission or other authority
thereof) or any quasi-governmental or private body exercising any regulatory,
taxing, importing or other governmental or quasi-governmental authority,
including the European Union;


                                                                          Page 6

HAZARDOUS SUBSTANCES means any chemicals, materials or substances, whether
natural or man-made and whether solid, liquid or gaseous, defined or regulated
as toxic or hazardous or as a pollutant, contaminant or waste under any
Environmental Law, including any petroleum products;

HOLD SEPARATE ORDER means an order of the CC pursuant to section 81(2) of the EA
in respect of the Proposed Transaction which does not constitute a Blocking
Order;

HOLD SEPARATE UNDERTAKINGS means undertakings given to the CC pursuant to
section 80 of the EA in respect of the Proposed Transaction;

ICA means the Irish Competition Authority;

INDEPENDENT FIRM has the meaning given in paragraph 7 of Part C of Schedule 10;

INFORMATION MEMORANDUM means the information memorandum dated March 2005 in
relation to the Group provided by the Vendor to the Purchasers;

INITIAL SHARE PRICE has the meaning given in clause 3.2;

INSTITUTE OF CHARTERED ACCOUNTANTS means the body of the Institute of Chartered
Accountants of England and Wales with its registered office at Chartered
Accountants' Hall, PO Box 433, Moorgate Place, London EC2P 2BJ;

INTELLECTUAL PROPERTY RIGHTS means patents, trade marks, service marks, logos,
get-up, trade names, internet domain names, designs, copyright and moral rights,
database rights, semi-conductor topography rights, utility models, rights in
know-how and other intellectual or industrial property rights and any rights
therein, in each case whether registered or unregistered and including
applications for registration, and all rights or forms of protection having
equivalent or similar effect anywhere in the world;

INTER-COMPANY TRADING AMOUNTS means all amounts owed, outstanding or accrued in
the ordinary course of trading, including any VAT arising on such amounts, as
between (i) any member of the Vendor's Group, on the one hand, and (ii) any
Group Company, on the other hand, as at Completion in respect of inter-company
trading activity between them and the provision of services, facilities and
benefits; for the avoidance of doubt, Inter-Company Trading Amounts:

(a)  include, where applicable, amounts owed in respect of salaries or other
     employee benefits (including payroll taxes thereon but excluding any
     bonuses and related taxes), insurance (including health and motor
     insurance), pension and retirement benefit payments, management training
     and car rental payments paid or management services provided between them
     up to Completion; but

(b)  exclude amounts due in respect of matters which would in the ordinary
     course of the business of the Group remain outstanding or otherwise have
     the characteristics of an intra-group loan and also exclude, except as
     aforesaid, any amounts in respect of tax or group relief);


                                                                          Page 7

INTERNAL IT SYSTEMS means the information and communications technologies used
by the Group including hardware, proprietary and third party software, networks,
peripherals and associated documentation;

INTRA-GROUP PAYABLES means, in relation to each Group Company, any amounts owed
as at Completion by that Group Company to any member of the Vendor's Group,
which are in each case neither Inter-Company Trading Amounts nor amounts in
respect of tax or group relief, together with accrued interest, if any, up to
the date of Completion on the terms of the applicable debt; and Intra-Group
Payable shall be construed accordingly;

INTRA-GROUP RECEIVABLES means, in relation to each Group Company, any amounts
owed as at Completion to that Group Company from any member of the Vendor's
Group which are in each case neither Inter-Company Trading Amounts nor amounts
in respect of tax or group relief, together with accrued interest, if any, up to
the date of Completion on the terms of the applicable debt; and Intra-Group
Receivable shall be construed accordingly and, for the avoidance of doubt, shall
include an amount of L2,866,935 owed by Danone Holdings (UK) to HP Foods
Holdings Limited;

IRISH CLEARANCE means a decision by the ICA that the Proposed Transaction may be
put into effect;

KNOW-HOW means technical, financial and commercial information in any medium or
format, including information relating to products, their development,
formulation, manufacture, recipes, ingredients, specifications, process details
and instructions, quality assurance and testing specifications, packaging,
transporting, distributing, sale and regulation;

LIBOR means:

(a)  the display rate per annum of the offered quotation for deposits in
     sterling for a period of one month which appears on Telerate 3750 (or such
     other page as the parties may agree) at or about 11.00a.m. London time on
     the Due Date; or

(b)  if the display rate cannot be determined under paragraph (a) above, the
     rate determined as if the parties had specified that the rate for the Due
     Date will be determined on the basis of the rates at which deposits in
     sterling are offered by Barclays Bank Plc at or about 11.00a.m. London time
     on the Due Date to prime banks in the London Interbank Market for a period
     of one month commencing on the Due Date for amounts comparable to the Due
     Sum,

and, for the purposes of this definition, TELERATE PAGE 3750 means the display
designated as Page 3750 on the Telerate Service (or such other pages as may
replace Page 3750 on that service) or such other service as may be nominated by
the British Bankers' Association (including the Reuters Screen) as the
information Vendors for the purposes of displaying British Bankers' Association
Interest Settlement Rates for deposits in sterling;

LICENCES IN means the licences of Intellectual Property Rights which have been
granted to Group Companies;


                                                                          Page 8

LICENCES OUT means the licences of Intellectual Property Rights which have been
granted by Group Companies to third parties or to any member of the Vendor's
Group;

LONGSTOP DATE means 17 September 2005, or, at the Vendor's absolute discretion
in the event of a CC Reference occurring, five Business Days after any Blocking
Order no longer subsists, or such other date as the parties may agree in
writing;

MANAGEMENT ACCOUNTS means the unaudited combined consolidated management
accounts for the period from the Accounts Date to 31 May 2005 in the Agreed
Form;

MATERIAL means (unless otherwise defined) material in the context of the Group
as a whole (and MATERIALLY shall be construed accordingly);

MATERIAL CLOSING OBLIGATIONS has the meaning given in clause 6.3;

MATERIAL CONTRACT has the meaning given in paragraph 7.1(a) of Part A of
Schedule 4;

NON-STATUTORY SUBMISSION means a notification of the Proposed Transaction to the
OFT otherwise than pursuant to section 96 of the EA;

OFT means the UK Office of Fair Trading;

OWNED IP means the registered Intellectual Property Rights and pending
applications owned by the Group;

PENSION SCHEMES means the Dutch Pension Schemes, the German Pension Scheme, the
UK Pension Scheme and the US Pension Schemes;

PERSONAL PENSIONS means the Danone (UK) Stakeholder Pension Scheme;

PROJECT TARDIS means the consolidation of production at the Worcester
manufacturing plant and bottling at the Aston Cross manufacturing plant and the
closure of the plant at Boston;

PROJECT TARDIS COSTS means the Costs incurred or to be incurred by any Group
Company in connection with Project Tardis which remain unpaid by the Completion
Date;

PROPERTIES means any or all (or any part or parts) of the freehold and leasehold
properties particulars of which are set out in of Schedule 8;

PROPERTY DISPOSALS means the disposals by HP Foods Limited of the Enfield
Property and the Boston Property, each such disposal having been effected by
means of a deed of transfer executed on 17 June 2005 by HP Foods Limited, B.E.
International Foods Limited and the Vendor (in the case of the Enfield Property)
and by HP Foods Limited and the Vendor (in the case of the Boston Property);

PROPERTY DISPOSALS SUM means L8,600,000, being the proceeds (net of tax) from
the Property Disposals received by the Group Companies prior to the date of this
Agreement;


                                                                          Page 9

PROPOSED TRANSACTION has the meaning given in Recital (C);

PURCHASERS means the HP Purchaser and the L&P Purchaser, and PURCHASER means any
one of them;

PURCHASERS' GROUP means, for the purposes of this Agreement other than Schedule
11 (Tax Covenant), the L&P Purchaser and its subsidiaries from time to time
(including, after Completion, the Group Companies);

PURCHASERS' ACCOUNTANTS means PricewaterhouseCoopers LLP;

PURCHASERS' BANK ACCOUNT means such bank account as may be notified by the
Purchasers to the Vendor in writing from time to time;

PURCHASERS' OBLIGATION means any warranty or undertaking to indemnify (including
any covenant to pay pursuant to the Tax Covenant) given by the Purchasers to the
Vendor under this Agreement;

PURCHASERS' SOLICITORS means Clifford Chance Limited Liability Partnership of 10
Upper Bank Street, London, E14 5JJ;

PURCHASERS' WARRANTIES means the warranties on the part of the Purchasers set
out in Schedule 5;

RELEVANT CLAIM means any claim in respect of any breach of a Vendor Warranty or
under the Tax Covenant;

RELEVANT COMPANY GROUP means, in relation to each Company's Shares, that Company
and its Subsidiaries;

RELEVANT PRODUCTS means:

(a)  brown table sauce;

(b)  Worcestershire sauce;

(c)  other brown sauces;

(d)  soy sauce;

(e)  hoi sin sauce;

(f)  oyster sauce;

(g)  sesame sauce;

(h)  yellow bean sauce;

(i)  coconut milk;

(j)  prawn crackers;


                                                                         Page 10

(k)  fortune cookies;

(l)  popaddoms; and

(m)  noodles, rice and soups of an Asian character;

REPRESENTATIVES has the meaning given in clause 19.1(b);

SENIOR EMPLOYEE means an Employee who has a current annual rate of basic cash
salary from the Group Companies of L70,000 or more;

SHARES has the meaning given in Recital (C);

SPECIFIC ACCOUNTING TREATMENTS has the meaning given in Part B of Schedule 10;

STATUTORY MERGER NOTICE means a notification to the OFT pursuant to section 96
of the EA;

SUBSIDIARIES has the meaning given in Recital (B);

SURVIVING PROVISIONS means clauses 1 (Definition and Interpretation), 4.10
(Termination Fee), 19 (Confidentiality), 20 (Entire Agreement), 21 (Variation),
22 (Assignment), 23 (Announcements), 25 (Costs), 26 (Severability), 30.1
(Notices), 31 (Third Party Rights) and 32 (Governing Law, Jurisdiction and
Service of Process);

TARGET WORKING CAPITAL means, in relation to each Relevant Company Group, the
amount in sterling set out against that Relevant Company Group's name in Part A
of Annex 1 of Schedule 10;

TAX AND TAX AUTHORITY have the respective meanings given in Schedule 11 (Tax
Covenant);

TAX COVENANT means the covenant relating to tax set out in Schedule 11;

TAX CLAIM means a Relevant Claim which is a claim in respect of any breach of a
Tax Warranty or a claim under the Tax Covenant;

TAX WARRANTIES means the warranties on the part of the Vendor set out in Part H
of Schedule 4;

TAXES ACT means the United Kingdom Income and Corporation Taxes Act 1988;

TERMINATION FEE has the meaning given in clause 4.10;

TERRITORY means:

(a)  the whole world in respect of the Relevant Products listed in paragraphs
     (a) and (b) of the definition of that term;

(b)  Albania, Andorra, Austria, Belarus, Belgium, Bosnia and Herzegovina,
     Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland,


                                                                         Page 11

     France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy,
     Latvia, Lichtenstein, Lithuania, Luxembourg, Macedonia, Malta, Monaco,
     Moldova, the Netherlands, Norway, Poland, Portugal, Romania, Serbia and
     Montenegro, Slovakia, Slovenia, Spain, Sweden, Switzerland, Ukraine, the
     United Kingdom, Canada and the United States of America in respect of the
     Relevant Product listed in paragraph (c) of the definition of that term;
     and

(c)  Albania, Andorra, Austria, Belarus, Belgium, Bosnia and Herzegovina,
     Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland,
     France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy,
     Latvia, Lichtenstein, Lithuania, Luxembourg, Macedonia, Malta, Monaco,
     Moldova, the Netherlands, Norway, Poland, Portugal, Romania, Serbia and
     Montenegro, Slovakia, Slovenia, Spain, Sweden, Switzerland, Ukraine and the
     United Kingdom, in respect of the Relevant Products listed in paragraphs
     (d) to (m) inclusive of the definition of that term;

THIRD PARTY CLAIM has the meaning given in clause 10.1;

TRANSACTION DOCUMENTS means this Agreement and the Disclosure Letter;

TRUSTEES means the trustees of any of the Pension Schemes;

UK PENSION SCHEME means the HP Foods Pension Scheme established by a trust deed
dated 20 September 1988;

US EMPLOYEE means any Employee who is employed by a Group Company incorporated
in the United States of America;

US PENSION SCHEMES means the Lea and Perrins, Inc. Salaried Employees Pension
Plan established by a trust deed dated 1 October 1961, the Lea and Perrins, Inc.
Hourly Employees Pension Plan established by a trust deed dated 1 October 1957,
and the Lea and Perrins, Inc. 401(k) Retirement Plan;

US SUBSIDIARY means Lea and Perrins, Inc., a Delaware corporation with Delaware
File Number 2962209;

VAT means value added tax or any similar sales or turnover tax;

VENDOR GUARANTEE means the deed of guarantee executed in favour of the
Purchasers by Groupe Danone S.A. and dated the date of this Agreement;

VENDOR OBLIGATION means any warranty or undertaking to indemnify (including any
covenant to pay pursuant to the Tax Covenant given by the Vendor to the
Purchasers under this Agreement);

VENDOR WARRANTIES means the warranties on the part of the Vendor set out in
Schedule 4;

VENDOR'S ACCOUNTANTS means PricewaterhouseCoopers;


                                                                         Page 12

VENDOR'S BANK ACCOUNT means such bank account as may be notified by the Vendor
to the Purchasers in writing from time to time;

VENDOR'S GROUP means Groupe Danone S.A. and its subsidiaries from time to time
(excluding the Group after Completion) save for the purposes of Schedule 3 where
such term shall exclude the Group at all times;

VENDOR'S SOLICITORS means Freshfields Bruckhaus Deringer of 65 Fleet Street,
London EC4Y 1HS;

WORKING CAPITAL means the working capital of the Group as at Completion
comprising the arithmetic sum of the amounts set out opposite the headings
"Inventories", "Trade Accounts Receivable" (excluding any insurance proceeds
receivable relating to future capital expenditure), "VAT recoverable", "Prepaid
expenses" and "Other debtors" in Appendix 2 and 3 of the Working Capital
Analysis, less the arithmetic sum of the amounts set out opposite the headings
"Trade Accounts Payable", "Rebates & Trade Support Payable", "Inter-Company
Trading Amount", "State collectives", "Accrued payroll and benefits", "Provision
for advertising and promotion", "Capex accruals" (provided that they do not
include Capex accruals relating to Project Tardis) and "Other creditors" in
Appendix 2 and Appendix 3 of the Working Capital Analysis, adjusted in all cases
by an amount for "working capital related to DIB" set out in Appendix 6 of the
Working Capital Analysis;

WORKING CAPITAL ANALYSIS means the working capital analysis prepared by the
Vendor's Accountants and attached in Annex 3 to Schedule 10; and

WORKING HOURS means 9.30 am to 5.30 pm on a Business Day.

INTERPRETATION

1.2 In this Agreement, unless the context otherwise requires:

(a)  references to PERSONS shall include individuals, bodies corporate (wherever
     incorporated), unincorporated associations and partnerships;

(b)  the HEADINGS are inserted for convenience only and shall not affect the
     construction of this Agreement;

(c)  references to one GENDER include all genders;

(d)  any reference to an ENACTMENT or statutory provision is a reference to it
     as it may have been, or may from time to time be, amended, modified,
     consolidated or re-enacted;

(e)  any statement qualified by the expression TO THE BEST KNOWLEDGE OF THE
     VENDOR or SO FAR AS THE VENDOR IS AWARE or any similar expression shall be
     deemed to include an additional statement that it has been made after
     reasonable enquiry of (but no other or further enquiries) Jean-Philippe
     Pare, Daniel Pasquesoone, Claude Elmaleh, Aubrey de Souza, John Garnett (in
     relation to UK marketing and sales (Amoy and foodservice) only), Henry Lo
     (in relation to export


                                                                         Page 13

     matters only), Ralph Abrams (in relation to matters concerning the US
     Subsidiary only), Andrew Taylor (in relation to product quality, human
     resources, pensions, employment accident and injury claims matters only),
     Rex Cheese (in relation to ethnic business division only), Andrew Maclay
     (in relation to UK sales only), Graham White (in relation to UK marketing
     (sauces) only), David Hall (in relation to manufacturing, supply chain and
     environmental matters only), John James (in relation to purchasing matters
     only), Stephane Lescornet (in relation to UK tax matters only) and Margaret
     O'Shea (in relation to US tax matters only), with the exception of
     competition/anti-trust matters, where such expression shall be deemed to
     include an additional statement that it has been made after reasonable
     enquiry (but no other or further enquiries) of Aubrey de Souza only;

(f)  references to any English legal term for any action, remedy, method of
     judicial proceeding, legal document, legal status, court, official or any
     other legal concept shall, in respect of any jurisdiction other than
     England, be deemed to include the legal concept which most nearly
     approximates in that jurisdiction to the English legal term;

(g)  HOLDING COMPANY shall be construed in accordance with, as the case may be,
     sections 736 and 736A of the Companies Act 1985 (UK);

(h)  SUBSIDIARY and SUBSIDIARIES shall be construed in accordance with sections
     736 and 736A of the Companies Act 1985 (UK);

(i)  SUBSIDIARY UNDERTAKING shall be construed in accordance with section 258 of
     the Companies Act 1985 (UK);

(j)  UNDERTAKING shall be construed in accordance with section 259 of the
     Companies Act 1985 (UK); and

(k)  the Schedules comprise schedules to this Agreement and form part of this
     Agreement.

2.   SALE AND PURCHASE OF THE SHARES

2.1 The Vendor agrees to sell and transfer and the HP Purchaser agrees to
purchase the Shares as set out in column (1) rows (1) and (2) of the table
contained in Schedule 2, and the Vendor agrees to sell and transfer and the L&P
Purchaser agrees to purchase the Shares as set out in column (1) row (3) of the
table contained in Schedule 2, as at and with effect from Completion, free from
all Encumbrances, together with all rights which are, or at any time hereafter
may become, attached to them (including the right to receive all distributions
and dividends as declared, paid or made in respect of the Shares after
Completion) and on the basis that the same covenants shall be deemed to be given
by it in relation to such Shares as are implied under Part I of the Law of
Property (Miscellaneous Provisions) Act 1994 (UK) where a disposition is stated
to be made with full title guarantee.


                                                                         Page 14

2.2 The Vendor represents and warrants that it has and will at Completion have
the right to sell and transfer full legal and beneficial title and ownership to
and of the Shares free from all Encumbrances and other rights exercisable by
third parties.

2.3 The Vendor hereby agrees that with effect from Completion it irrevocably
waives any pre-emption or tag-along or other rights which may have been
conferred on it under the Articles of Association of each of the Companies.

2.4 The parties acknowledge that the transfers of the Shares shall be completed
on the basis of the share transfer and other arrangements set out or referred to
in Part A of Schedule 7.

3.   PRICE

3.1 The price for the Shares shall be the aggregate of the amount set out
opposite each Company in column (2) of the table contained in Schedule 2 (the
DEBT FREE/CASH FREE PRICE for those Shares):

(a)  minus the aggregate of the External Debt and Intra-Group Payables of the
     Relevant Company Group;

(b)  plus the aggregate of the Cash and Intra-Group Receivables of the Relevant
     Company Group;

(c)  plus the amount of the difference between the aggregate of the Working
     Capital of the Relevant Company Group and the Target Working Capital of the
     Relevant Company Group if that aggregate Working Capital is greater than
     the Target Working Capital (or minus the amount of such difference if that
     aggregate Working Capital is less than the Target Working Capital),

the amount resulting from these additions and subtractions to the Debt Free/Cash
Free Price being the FINAL SHARE PRICE for those Shares.

3.2 At Completion, in respect of the Shares in HP Foods Limited and HP Foods
Holdings Limited, the HP Purchaser shall and, in respect of the Shares in HP
Foods International Limited, the L&P Purchaser shall, pay to the Vendor an
amount in sterling comprising the Debt Free/Cash Free Price for those Shares:

(a)  minus the aggregate of the Estimated External Debt and Estimated
     Intra-Group Payables of the Relevant Company Group;

(b)  plus the aggregate of the Estimated Cash and Estimated Intra-Group
     Receivables of the Relevant Company Group,

(being the INITIAL SHARE PRICE for those Shares). For the purpose of calculating
each Initial Share Price under this clause 3.2, if and to the extent that any
Estimated Intra-Group Payable or Estimated Intra-Group Receivable is expressed
in a currency other than sterling it shall be converted into sterling at the
Exchange Rate as at the date which is two clear Business Days before the
Completion Date.


                                                                         Page 15

3.3 The Vendor and the Purchasers agree that:

(a)  the Final Share Price for the Shares of each Company (as described in
     clause 3.1) shall be calculated after Completion on the basis of the
     applicable amounts agreed or determined in accordance with the Financial
     Adjustments;

(b)  the Final Share Price for the Shares of each Company shall be satisfied by:

     (i)  at Completion, payment in cash of the Initial Share Price for the
          Shares in HP Foods Limited and HP Foods Holdings Limited by the HP
          Purchaser and the Initial Share Price for the Shares in HP Foods
          International Limited by the L&P Purchaser to the Vendor in accordance
          with clause 3.2; and

     (ii) following Completion, payment in cash of any Financial Adjustments due
          from the relevant Purchaser to the Vendor or from the Vendor to the
          relevant Purchaser, respectively, in accordance with the Financial
          Adjustment Provisions (the FINANCIAL ADJUSTMENT PROVISIONS);

(c)  any payments required to be made under the Financial Adjustment Provisions
     shall, for the avoidance of doubt, be treated as adjusting each respective
     Initial Share Price, thus resulting after such adjustment in the Final
     Share Price for the Shares of each Company;

(d)  the Final Share Price for the Shares of each Company (after the application
     of the Financial Adjustment Provisions and subject to any further
     adjustment, if applicable, pursuant to clause 3.4) shall, to the extent
     possible, be adopted for all tax reporting purposes.

3.4 If any payment is made in satisfaction of a liability arising under a Vendor
Obligation or a Purchasers' Obligation, it shall be made on the following basis:

(a)  if such payment is specifically referable to the Shares of any Company or
     to any Group Company or Group Companies in a particular Relevant Company
     Group it shall so far as possible adjust the price paid for the relevant
     Shares;

(b)  if such payment is not so specifically referable, it shall adjust:

     (i)  the price for such Shares as the Vendor and the Purchasers agree to be
          appropriate in the circumstances; or

     (ii) subject to any agreement under (i), the price paid for the Shares pro
          rata.

3.5 All sums payable under this Agreement are (unless expressly stated
otherwise) exclusive of any applicable VAT chargeable on any supply to which
such sums relate, and an amount equal to such VAT shall, in each case, be paid
by the party making such payment on receipt of an appropriate VAT invoice.

4.   CONDITIONS TO COMPLETION AND CO-OPERATION


                                                                         Page 16

4.1 Completion shall take place in accordance with and subject to this Clause 4
and Clause 6 (Completion) upon it becoming certain, on or prior to the Longstop
Date, that the following events will not occur: (i) to the extent that the
Proposed Transaction constitutes a merger under the Irish Competition Act 2002,
the ICA issues a Final Irish Prohibition Decision; and (ii) to the extent that
the Proposed Transaction qualifies for review by the German Bundeskartellamt
under the German merger laws and regulations, the German Bundeskartellamt issues
a Final German Prohibition Decision.

4.2 Without prejudice to Clauses 4.3 to 4.7, the Purchasers shall use all
reasonable endeavours to ensure that the events referred to in Clause 4.1 shall
not occur and, without limitation, shall have primary responsibility for (a)
making appropriate submissions, notifications and filings in connection with the
Proposed Transaction as soon as reasonably practicable (to the extent not
already done) and in any event no later than Wednesday 22 June 2005 unless
otherwise agreed with the Vendor (save in relation to the United Kingdom, in
respect of which a Statutory Merger Notice or Non-statutory Submission will not
be filed with the OFT until the Parties have agreed upon a filing date following
pre-notification discussions), such submissions, notifications and filings to be
made in full consultation with the Vendor (provided that the Purchasers are
under no obligation under this Clause 4.2 to disclose to the Vendor as part of
such consultation information which constitutes confidential business secrets of
the Purchasers); and (b) where appropriate, obtaining all such consents,
approvals or actions of any Governmental Entity and, without limitation, the
Purchasers shall:

(a)  progress such submissions, notifications and filings in full consultation
     with the Vendor;

(b)  provide all information which is requested or required by any such
     Governmental Entity only after having consulted where practicable with the
     Vendor or its advisers in advance (and taken into account any reasonable
     comments and requests of the Vendor and its advisers);

(c)  promptly notify the Vendor of any material communications with any such
     Governmental Entity relating to any such consent, approval or action and
     promptly provide details of the content of any such communications to the
     Vendor;

(d)  communicate with any such Governmental Entity in respect of the Proposed
     Transaction only after having consulted with the Vendor or its advisers in
     advance in relation to material communications (and taken into account any
     reasonable comments and requests of the Vendor and its advisers) and
     provide the Vendor (or its agent) with copies of all such material
     submissions, notifications, filings and other communications in the form
     submitted or sent (redacted at the Purchasers' discretion in relation to
     information which constitutes confidential business secrets of the
     Purchasers);

(e)  (without limiting (d) above) provide the Vendor (or its advisers) with a
     final draft of all material submissions, filings, notifications and other
     communications to any Governmental Entity (redacted at the Purchasers'


                                                                         Page 17

     discretion in relation to information which constitutes confidential
     business secrets of the Purchasers) at such time as will allow the Vendor
     (or its advisers) a reasonable opportunity to provide comments and for the
     Purchasers to take account of any reasonable comments of the Vendor (or its
     advisers) on such drafts prior to their submission;

(f)  where permitted by the Governmental Entity concerned, allow persons
     nominated by the Vendor to attend all meetings (and participate in all
     telephone or other conversations) with any Governmental Entity and to make
     oral submissions at such meetings save for meetings or discussions which,
     in the Purchasers' reasonable view, concern confidential business secrets
     of the Purchasers; and

(g)  regularly review with the Vendor the progress of any filings or
     notifications to any Governmental Entity (including, where necessary,
     seeking to identify appropriate commitments to address any antitrust
     concerns identified by any Governmental Entity) and discussing with the
     Vendor the scope, timing and tactics of any such commitments with a view to
     obtaining clearance from any Governmental Entity at the earliest reasonable
     opportunity.

4.3 The Vendor undertakes to provide the Purchasers and any Governmental Entity
with any necessary co-operation (including, for the avoidance of doubt,
attendance at meetings with the Purchasers or such Governmental Entity as is
reasonably required by the Purchasers), information and documents reasonably
required for the purpose of making any submissions, filings, notifications and
other communications to any such Governmental Entity.

4.4 In respect of the filing to be made in Ireland, the Purchasers shall use all
endeavours to achieve Irish Clearance on or before Monday 15 August 2005,
including, without limitation, offering the ICA on or before Friday 15 July 2005
such undertakings, and accepting such conditions, as may be required to resolve
any concerns of the ICA.

4.5 In respect of the filing to be made in the United Kingdom, the Purchasers
shall use all reasonable endeavours to avoid a CC Reference occurring before
Completion.

4.6 In the event of a CC Reference occurring before Completion, the Purchasers
shall immediately offer and as soon as practicable agree Hold Separate
Undertakings or immediately accept any Hold Separate Order as may be required by
the CC in order to avoid the imposition of a Blocking Order under section 81 of
the EA.

4.7 The Purchasers shall use all endeavours to offer and agree to provide
undertakings or divestments in relation to the Group Companies and shall accept
such conditions as may be required by the German Bundeskartellamt in order to
ensure that:

(a)  German Phase II Commencement will not occur; and

(b)  no Final German Prohibition Decision will be made.


                                                                         Page 18

4.8 The first Business Day in London on or by which, prior to 4.00 p.m., it is
certain that the events referred to in Clause 4.1 shall not occur shall be
deemed to be the RECORD DATE. The Purchasers shall notify the Vendor on the
Record Date that the events referred to in Clause 4.1 will not occur.

TERMINATION AND TERMINATION FEE

4.9 This Agreement shall terminate automatically (other than the Surviving
Provisions) on the Longstop Date if (i) the Vendor has not received notice in
accordance with Clause 4.8 on or before the Longstop Date, or (ii) a Blocking
Order subsists at the Longstop Date.

4.10 If Completion has not taken place because the Agreement has terminated
automatically in accordance with Clause 4.9, the Purchasers shall, not later
than two Business Days after the Longstop Date, without prejudice to any other
remedies which the Vendor may have under this Agreement or otherwise, pay to the
Vendor (or to any third party as directed by the Vendor) the sum of L10 million
exclusive of any VAT chargeable thereon (the TERMINATION FEE) as a contribution
towards compensation for the failure of the Proposed Transaction and in
recognition of the significant cost incurred by the Vendor and the time and
effort invested in the process.

4.11 In the event of termination under clause 4.9, no party nor any of its
Affiliates shall have any claim of any nature against any other party or any of
its Affiliates under this Agreement (except in respect of the Termination Fee
and any other rights and liabilities which have accrued before termination or in
relation to any of the Surviving Provisions).

5.   PRE-COMPLETION UNDERTAKINGS

5.1 During the period from the date of this Agreement to Completion, each of the
Vendor and the Purchasers shall perform their respective obligations set out in
Schedule 3 in accordance with the terms thereof.

6.   COMPLETION

6.1 The sale and purchase of the Shares shall be completed at the London offices
of the Vendor's Solicitors or at such other venue as may be agreed in writing
between the Vendor and the Purchasers on the second Business Day after the
Record Date (the COMPLETION DATE) PROVIDED THAT no Blocking Order has been made
that would prevent Completion taking place in accordance with this Agreement. In
the event that such a Blocking Order has been made at any time prior to
Completion, the Purchasers shall use all endeavours to take such steps or
provide such undertakings as would result in the Blocking Order being revoked or
varied so as to permit Completion to take place and the Vendor to be paid in
full in accordance with clause 3 as soon as possible and in any event prior to
the Longstop Date and, unless this Agreement has terminated in accordance with
clause 4.9, Completion shall take place on the third Business Day following the
date of such revocation or variation (and COMPLETION DATE shall be construed
accordingly).


                                                                         Page 19

6.2 At Completion, the Vendor and the Purchasers shall deliver or perform (or
procure that there is delivered or performed) all those documents, items and
actions respectively listed in relation to that party or the members of the
Vendor's Group or the Purchasers' Group (as the case may be) in Part A of
Schedule 7.

6.3 If the Vendor or a Purchaser (the DEFAULTING PARTY) fails or is unable to
perform any of its material obligations specified by an asterisk (*) in Schedule
7 which are required to be performed by it on or before Completion (MATERIAL
CLOSING OBLIGATIONS), the other party (the INNOCENT PARTY) shall not be obliged
to complete the sale and purchase of the Shares and may, in its absolute
discretion, by written notice to the Defaulting Party at the time Completion
would otherwise be due to take place:

(a)  elect to defer Completion by not more than twenty Business Days after the
     original date for Completion to such other date as it may specify in such
     notice (in which event the provisions of this clause 6.3 shall apply,
     mutatis mutandis, if the Defaulting Party fails or is unable to perform any
     of its Material Closing Obligations on such other date); or

(b)  elect that Completion shall occur on that date and specify a further date
     (not being more than twenty Business Days after the original date for
     Completion) on which the Defaulting Party shall be obliged to complete its
     outstanding obligations; or

(c)  waive all or any of the obligations contained in Schedule 7 at its
     discretion.

6.4 If Completion has been deferred pursuant to Clause 6.3(a) and any
outstanding Material Closing Obligation has not been performed by the Defaulting
Party by the Longstop Date (or, if later, the date specified under clause
6.3(a)), the Innocent Party may by written notice to the Defaulting Party
terminate this Agreement (other than the Surviving Provisions). In such event,
and without prejudice to the provisions of clause 4.10, neither party nor any of
its Affiliates shall have any claim under this Agreement of any nature
whatsoever against the other party or any of its Affiliates (except in respect
of any rights and liabilities which have accrued before termination or in
relation to any of the Surviving Provisions).

6.5 The Tax Covenant shall come into full force and effect at Completion.

7.   SETTLEMENT OF INTRA-GROUP DEBT

SETTLEMENT OF ESTIMATED INTRA-GROUP DEBT

7.1 At Completion:

(a)  the Purchasers shall procure that each Group Company pays to the Vendor
     (for itself or, as the case may be, as agents for the members of the
     Vendor's Group to which Intra-Group Payables are owed) an amount in the
     applicable currency equal to each of the Estimated Intra-Group Payables (if
     any) of that Group Company which are estimated to be owed to any member of
     the Vendor's Group and the Intra-Group Payable shall be treated as
     discharged to the extent of that payment;


                                                                         Page 20

(b)  the Vendor shall (for itself or, as the case may be, as agent for each
     relevant member of the Vendor's Group) pay to the relevant Purchaser (for
     itself or, as the case may be, as agent for the Group Companies to which
     Intra-Group Receivables are owed) an amount in the applicable currency
     equal to each of the Estimated Intra-Group Receivables (if any) of each
     Group Company which are estimated to be owed by any member of the Vendor's
     Group and the Intra-Group Receivable shall be treated as discharged to the
     extent of that payment.

For the avoidance of doubt, such payments shall be subject to any adjustments
which may be necessary in accordance with clause 7.3 when the Completion
Statement has been finally agreed or otherwise determined in accordance with
Schedule 10.

7.2 Any payment of an Estimated Intra-Group Payable or Estimated Intra-Group
Receivable pursuant to clause 7.1 shall be deemed to be a payment first, to the
extent possible, of all interest accrued on the relevant Intra-Group Payable or
Intra-Group Receivable respectively and thereafter of the relevant principal
amount.

POST-COMPLETION ADJUSTMENTS TO ACHIEVE SETTLEMENT OF INTRA-GROUP DEBT

7.3 When the Completion Statement has been finally agreed or otherwise
determined in accordance with Part C of Schedule 10, the following payments
shall be made in respect of any Intra-Group Payable or Intra-Group Receivable
which is owed, between a Group Company and a member of the Vendor's Group:

(a)  if the actual amount of any such particular Intra-Group Payable is greater
     than the applicable Estimated Intra-Group Payable, then the Purchasers
     shall procure that the relevant Group Company pays to the Vendor (for
     itself, or as the case may be, as agent for the member of the Vendor's
     Group to whom that Intra-Group Payable is owed):

     (i)  an amount in the applicable currency equal to the difference; and

     (ii) interest in the applicable currency on such amount, at the rate
          applicable to the relevant Intra-Group Payable under the terms on
          which it was outstanding at Completion, for the period from (but
          excluding) the Completion Date to (and including) the due date for
          payment under clause 7.5 calculated on a daily basis;

(b)  if the actual amount of any such particular Intra-Group Payable is less
     than the applicable Estimated Intra-Group Payable, then the Vendor shall
     procure that the relevant member of the Vendor's Group pays to the relevant
     Purchaser (for itself or, as the case may be, as agent for the Group
     Company which previously owed that Intra-Group Payable):

     (i)  an amount in the applicable currency equal to the difference; and

     (ii) interest in the applicable currency on such amount, at the Contract
          Rate, for the period from (but excluding) the Completion Date to (and
          including) the due date for payment under clause 7.5 calculated on a
          daily basis;


                                                                         Page 21

(c)  if the actual amount of any such particular Intra-Group Receivable is
     greater than the applicable Estimated Intra-Group Receivable, then the
     Vendor shall procure that the relevant member of the Vendor's Group pays to
     the relevant Purchaser (for itself or, as the case may be, as agent for the
     Group Company to whom that Intra-Group Receivable is owed):

     (i)  an amount in the applicable currency equal to the difference; and

     (ii) interest in the applicable currency on such amount, at the rate
          applicable to the relevant Intra-Group Receivable under the terms on
          which it was outstanding at Completion, for the period from (but
          excluding) the Completion Date to (and including) the due date for
          payment under clause 7.5 calculated on a daily basis; and

(d)  if the actual amount of any such particular Intra-Group Receivable is less
     than the applicable Estimated Intra-Group Receivable, then the Purchasers
     shall procure that the relevant Group Company pays to the Vendor (for
     itself, or as the case may be, as agent for the member of the Vendor's
     Group which previously owed such Intra-Group Receivable):

     (i)  an amount in the applicable currency equal to the difference; and

     (ii) interest in the applicable currency on such amount, at the Contract
          Rate, for the period from (but excluding) the Completion Date to (and
          including) the due date for payment under clause 7.5 calculated on a
          daily basis.

7.4 For the avoidance of doubt, if no estimate of any particular Intra-Group
Payable or Intra-Group Receivable owed by or to a member of the Vendor's Group
is included in Part B of Annex 1 to Schedule 10, then the Estimated Intra-Group
Payable or Estimated Intra-Group Receivable in that case shall be deemed to be
zero and the whole amount of the relevant Intra-Group Payable or Intra-Group
Receivable shall therefore be payable pursuant to clause 7.3.

7.5 Any payments to be made pursuant to clause 7.3 shall be made within five
Business Days of the date on which the Completion Statement is agreed or
otherwise determined in accordance with the provisions of Part C of Schedule 10.
Such payment shall be made in accordance with the provisions of clauses 18.1 or
18.2, as the case may be.

8.   WARRANTIES

8.1 The Vendor warrants to the Purchasers as at the date of this Agreement in
the terms of the Vendor Warranties set out in Schedule 4 subject to:

(a)  any matter fairly disclosed by or under this Agreement, the Disclosure
     Letter (or treated by the Disclosure Letter as being disclosed) or any
     document contained in the Data Room and listed in the Data Room Index
     sufficiently to enable a reasonable purchaser to understand such matter;


                                                                         Page 22

(b)  the Purchasers hereby confirm to the Vendor, for themselves and each other
     member of the Purchasers' Group that, as at the date hereof, there is no
     matter, fact or circumstance of which the Purchasers have actual knowledge,
     that would or could reasonably be expected to give rise to any claim in
     excess of the de minimis amount referred to in paragraph 1 of Schedule 6
     being made against the Vendor under the Vendor Warranties made by the
     Vendor under this Agreement. For the purposes of this clause, ACTUAL
     KNOWLEDGE of the Purchasers shall mean the actual knowledge of Theodore
     Bobby, Mitch Ring, Mark Matera, Bruna Gambino, Dan Milich, Dave Gaertner,
     Dean Bierkan and Pat Bianconi on the basis that such persons have between
     them reviewed the legal and financial due diligence reports in respect of
     the Business prepared by the Purchasers' Solicitors and Deloitte
     respectively;

(c)  the limitations and qualifications set out in this clause 8 and Schedule 6;
     and

(d)  the limitations and qualifications set out in the Tax Covenant insofar as
     they are expressed to apply to the Tax Warranties.

8.2 The Vendor makes no representation or warranty to the Purchasers as to the
completeness, truth or accuracy of the matters disclosed in the Disclosure
Letter.

8.3 The Vendor acknowledges that the Purchasers have entered into this agreement
in reliance on the Vendor Warranties.

8.4 The Purchasers acknowledge and agree that:

(a)  the Vendor Warranties are the only warranties of any kind (and no
     representations of any kind, other than pursuant to clause 2.2, are or will
     be) given by or on behalf of the Vendor or any other member of the Vendor's
     Group on which the Purchasers or any other member of the Purchasers' Group
     may rely in entering into this Agreement;

(b)  no other information, statement, promise, estimate, projection or forecast
     disclosed or made by or on behalf of the Vendor or any other member of the
     Vendor's Group or any other person may form the basis of any claim by the
     Purchasers or any other member of the Purchasers' Group under or in
     connection with this Agreement or any Transaction Document; without
     limitation, the Purchasers acknowledge and agree that no member of the
     Vendor's Group makes any representation or warranty (other than the Vendor
     Warranties) as to the accuracy of any information, statement, promise,
     estimate, projection or forecast provided by any person to the Purchasers
     or their Affiliates or to its or their advisers on or prior to the date of
     this Agreement (including, without limitation, those contained in the
     Information Memorandum and any documents in the Data Room).

8.5 None of the limitations in this clause 8 or in Schedule 6 shall apply to any
claim which arises (or to the extent that it is increased) as a consequence of
fraud, fraudulent misrepresentation or dishonesty by any member of the Vendor's
Group.


                                                                         Page 23

8.6 The Vendor undertakes to the Purchasers (for each of the HP Purchaser and
the L&P Purchaser itself and as agent for each individual and entity referred to
in this clause 8.6) that, except in the case of fraud, fraudulent
misrepresentation or dishonesty, it waives and shall not, and shall procure that
each member of the Vendor's Group shall not, make any claim against any
employee, director, agent or officer of any of the Group Companies on whom it
may have relied in relation to any information supplied or omitted to be
supplied by any such person in connection with the Vendor Warranties, this
Agreement or any other Transaction Document.

8.7 In relation to any of the Vendor Warranties, if any amount to be used in
calculating whether the relevant prescribed values in those warranties have been
reached is expressed in a currency other than sterling, it shall be converted
into sterling at the Exchange Rate at the day before the date of this Agreement.

9.   PURCHASERS' WARRANTIES

9.1 The HP Purchaser and the L&P Purchaser each warrant to the Vendor as at the
date of this Agreement in the terms of the Purchasers' Warranties.

9.2 The HP Purchaser and the L&P Purchaser each acknowledge that the Vendor has
entered into this Agreement in reliance on the Purchasers' Warranties.

9A.  DISTRIBUTION AGREEMENTS AND THIRD PARTY CONSENTS

9A.1 The Purchasers undertake to the Vendor (for itself and on behalf of each of
the Vendor's Affiliates) that they shall, from Completion, unless and until the
relevant Distribution Agreement is novated or assigned or any necessary Consent
is obtained in accordance with this clause 9A:

(a)  procure that a Group Company carries out, performs and discharges all the
     obligations and liabilities created by or arising under the Distribution
     Agreements; and

(b)  indemnify the Vendor and each of its Affiliates against any and all Costs
     suffered or incurred by the Vendor or any of its Affiliates as a result of
     any failure by such Group Company to carry out, perform and discharge those
     obligations and liabilities.

9A.2 If the whole of or any element of the benefit or burden of any of the
Distribution Agreements cannot be assigned or transferred to a Group Company
except by an agreement of novation or without obtaining a consent, approval,
waiver or the like to the assignment or transfer from a third party (a CONSENT),
the following provisions shall apply:

(a)  both the Vendor and the Purchasers shall use (or procure that the relevant
     member of the Vendor's Group or of the Purchasers' Group uses) all
     reasonable endeavours to procure as soon as reasonably practicable after
     Completion a novation or Consent and the Purchasers shall provide or
     procure the provision of any information reasonably requested for that
     purpose by the person, firm or company concerned. The Vendor shall, or
     shall procure that


                                                                         Page 24

     the relevant member of the Vendor's Group shall, as soon as possible after
     receipt, deliver such novation or Consent to the Purchasers or the relevant
     Group Company;

(b)  unless and until the relevant Distribution Agreement (or, as applicable,
     the relevant element of the benefit and burden of it (the RELEVANT
     ELEMENT)) is novated or assigned or any necessary Consent is obtained:

     (i)  the obligation of both the Vendor and the Purchasers to use all
          reasonable endeavours to procure the relevant novation or Consent
          shall continue to apply;

     (ii) the transfer of that Distribution Agreement (or, as the case may be,
          of the Relevant Element) shall not take effect and the Vendor shall:

          (A)  from Completion hold it on trust for the Purchasers' Group
               absolutely; and

          (B)  account for and pay or deliver to the relevant Group Company (as
               soon as reasonably practicable after receipt) any moneys, goods
               and other benefits which it receives after Completion to the
               extent that they relate to such Distribution Agreement or the
               Relevant Element; and

     (iii) the Vendor shall from Completion give all reasonable assistance to
          the Purchasers and the relevant Group Company (at the Purchasers' or
          the relevant Group Company's request and expense) to enable the
          relevant Group Company to enforce its rights under the Distribution
          Agreement or, as the case may be, the Relevant Element, provided that

          (A)  no member of the Vendor's Group shall be obliged to make any
               payment (in money or money's worth) under this sub-paragraph
               (iii) unless it has first been paid the amount concerned by the
               Purchasers or the relevant Group Company; and

          (B)  the Purchasers or the relevant Group Company shall not agree to
               any amendment or waiver of those rights under the Distribution
               Agreement (which continue to be rights of the Vendor or of a
               member of the Vendor Group) without prior written approval of the
               Vendor or of the relevant member of the Vendor Group.

9A.3 Without limiting the other provisions of this clause 9A, if:

(a)  under the terms of any particular Distribution Agreement, the relevant
     Group Company is neither permitted to perform the Vendor's obligations as
     sub contractor nor permitted to perform them as agent; or


                                                                         Page 25

(b)  any necessary Consent is not obtained within 6 months after the Completion
     Date or is refused and the procedure set out in this clause 9A does not
     enable the full benefit of any Distribution Agreement to be enjoyed by the
     Purchasers or another member of the Purchasers' Group after the Completion
     Date,

then the Vendor and the Purchasers shall use all reasonable endeavours to
achieve an alternative solution pursuant to which the relevant Group Company
shall receive the full benefit of the relevant Distribution Agreement and assume
the associated obligations.

10.  CONDUCT OF PROCEEDINGS

10.1 If the Purchasers become aware of any third party claim, potential claim,
matter or event (a THIRD PARTY CLAIM) after Completion which could reasonably be
expected to lead to a Relevant Claim (other than a Tax Claim) being made, the
Purchasers shall:

(a)  procure that notice thereof is as soon as reasonably practicable (and in
     any event within 25 days of it becoming aware of it) given to the Vendor;

(b)  not make (or, as appropriate, shall procure that the Group Company shall
     not make) any admission of liability, agreement or compromise with any
     person, body or authority in relation to any such third party claim without
     prior consultation with and the prior agreement of the Vendor (such
     agreement not to be unreasonably withheld or delayed);

(c)  subject to the Purchasers or the relevant member of the Purchasers' Group
     being entitled to appoint its own legal advisers and being indemnified (to
     the Purchasers' reasonable satisfaction) by the Vendor against all
     reasonable out of pocket costs and expenses (including reasonable costs and
     expenses of its legal advisers) incurred in respect of that third party
     claim or as a result of any request made by the Vendor:

     (i)  take (or, as appropriate, shall procure that the Group Company shall
          take) such action as the Vendor may reasonably request to avoid,
          dispute, resist, appeal, compromise or defend such third party claim,
          potential claim, matter or event or any adjudication in respect
          thereof;

     (ii) allow (or, as appropriate, procure that the relevant member of the
          Purchasers' Group allows) the Vendor to take over the conduct of all
          proceedings and/or negotiations of whatsoever nature arising in
          connection with the third party claim in question;

     (iii) provide (or procure that the relevant member of the Purchasers' Group
          provides) such information and assistance as the Vendor may reasonably
          require in connection with the preparation for and conduct of any
          proceedings and/or negotiations relating to that third party claim
          (provided that nothing in this clause 10.1 shall oblige the Purchasers
          to provide any privileged documents, records or information which


                                                                         Page 26

          contain or relate to an assessment of the merits of any claims or
          disputes against the Vendor).

10.2 The Purchasers shall ensure (or, as appropriate, shall procure that the
Group Company shall ensure), at the request in writing of the Vendor, that the
Vendor is placed in a position to take on or take over the conduct of all
proceedings and/or negotiations of whatsoever nature arising in connection with
the third party claim in question.

10.3 Where, in relation to a third party claim, the Vendor is able to secure a
potential settlement for the Group Company with a relevant third party, which
settlement shall include a full and unconditional release of any relevant member
of the Purchasers' Group in respect of such third party claim, it shall notify
the Purchasers and the Purchasers shall then either:

(a)  agree to that settlement (in which event the Vendor shall following payment
     of an amount equivalent to that portion of the amount payable under such
     settlement for which it is liable under this Agreement (after the
     application of the limitations in Schedule 6, being the VENDOR LIABLE
     AMOUNT) be released from all liability in respect of the relevant claim and
     any other claim in respect of the same subject matter); or

(b)  elect to take over negotiations with the relevant third party in which case
     the Purchasers shall release (and provide written confirmation of such
     release to) the Vendor from all liability in respect of the relevant claim
     (and any other claim which can be made in respect of the same subject
     matter) in excess of the Vendor Liable Amount,

provided that, if the Purchasers have not notified the Vendor of its decision
within five Business Days of being notified of the proposed settlement, it shall
be deemed to have elected to agree to the proposed settlement.

10.4 If the Vendor takes over the conduct of proceedings and/or negotiations
under the provisions of clause 10.1(a), the Vendor shall keep the Purchasers
informed of any proposed meetings with any relevant third party, allow an
observer appointed on behalf of the Purchasers to attend such meetings and
advise the Purchasers of the outcome of meetings and discussions to which any
such observer was not a party or at which he was not present.

10.5 If the Purchasers make a Relevant Claim (other than a Tax Claim) against
the Vendor or notify the Vendor of any third party claim which might lead to
such a Relevant Claim being made, the Purchasers shall:

(a)  make available to accountants and other representatives appointed by the
     Vendor such access to the personnel, records and information of that Group
     Company as the Vendor reasonably requests in connection with such Relevant
     Claim or third party claim; and

(b)  use all reasonable endeavours to procure that the auditors (both past and
     then current) of any relevant Group Company make available their audit
     working


                                                                         Page 27

     papers in respect of audits of the accounts of that Group Company for any
     accounting period relevant to such Relevant Claim or third party claim.

10.6 Save in respect of clause 10.1(a), no party shall be required to take any
action pursuant to clause 0 which would or could reasonably be expected to
prejudice recovery under any policies of insurance provided in relation to the
Group or any Group Company.

11.  INDEMNITIES

PROJECT TARDIS COSTS

11.1 The Vendor agrees to indemnify and keep indemnified at all times the
Purchasers or any Group Company against the excess of the Project Tardis Costs
over the unpaid amount included in the definition of Financial Debt.

PENSION INDEMNITIES

11.2 Subject to clause 11.3 below, the Purchasers shall from time to time pay to
the Vendor, by way of adjustment to the part of the price relating to the shares
in HP Foods Limited, a sum equal to the amount of any loss, liabilities or Costs
that the Vendor (or any person connected or associated (within the meaning set
out in section 51 of the Pensions Act 2004) with the Vendor) may, at any time
after Completion, sustain, incur or pay under or in connection with the Pension
Schemes.

11.3 The indemnity in clause 11.2 is without prejudice to the Purchasers' rights
to bring claims in respect of breaches of the Vendor Warranties set out in Part
G of Schedule 4.

11.4 The Vendors shall from time to time pay to the Purchasers a sum equal to
the amount of any loss, liabilities or Costs that the Purchasers, the Group
Companies or any person connected or associated (within the meaning set out in
section 51 of the Pensions Act 2004 or, with respect to losses, liabilities or
Costs arising in the United States, within the meaning of Section 414(b)(c), (m)
or (o) of the US Internal Revenue Code) with the Group Companies may, at any
time after Completion, sustain, incur or pay under on in connection with Danone
Retained Plans.

In this clause 11.4, DANONE RETAINED PLANS means any occupational pension scheme
(as defined in section 1 of the Pensions Schemes Act 1993) or employee pension
plans (as defined in section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended) operated or contributed to by the Vendor or any member of
the Vendor's Group but excluding the Pension Schemes.

12.  PROPERTY

ENFIELD PROPERTY

12.1 The Vendor shall procure that, upon Completion, HP Foods Limited will be
granted and the Purchasers shall procure that HP Foods Limited shall accept and


                                                                         Page 28

execute, a counterpart of a lease of part of the Enfield Property on the terms
set out in Schedule 12.

INDEMNITY IN RESPECT OF ENFIELD PROPERTY AND BOSTON PROPERTY

12.2 The Vendor shall keep the Purchasers fully indemnified from and against all
actions, proceedings, claims, demands, losses, costs, expenses, damages and
liabilities including tax liabilities, including any tax liability arising on,
before or after Completion in connection with a disposal or deemed disposal of
the Boston Property or Enfield Property howsoever arising directly or indirectly
as a result of the ownership of any interest in the Boston Property or the
Enfield Property or the occupation of either of those properties by the relevant
Group Company prior to the Transfer of those properties to Danone Holdings (UK)
prior to the entry of this Agreement Provided that the Purchasers shall use all
reasonable endeavours to mitigate the same.

12.3 The indemnity contained in clause 12.2 includes (for the avoidance of
doubt) liability under the Boston Option Agreement (subject to and with the
benefit of which the Boston Property has been transferred to Danone Holdings
(UK) prior to the date of this Agreement) but excludes any duties or taxes to be
borne by any of the Purchasers pursuant to clause 24.2 of this Agreement.

12.4 Paragraph ERROR! REFERENCE SOURCE NOT FOUND. of Schedule 11 of this
Agreement will apply in relation to any tax liabilities being indemnified
against under clause 12.2.

12.5 The Purchasers shall procure that any rebate received by HP Foods Limited
or B.E. International Foods Limited relating to any rating appeal in respect of
the Enfield Property shall be paid to the Vendor within seven days of such
receipt.

FAIR LAWN PROPERTY

12.6 At Completion the L&P Purchaser shall grant to Amoy North America Inc. a
written licence to continue to occupy such portion of the Fair Lawn Property
occupied by Amoy North America Inc as at the date of this Agreement.

12.7 The licence to occupy referred to in clause 12.6 above shall commence on
the date of Completion and shall terminate upon expiry of the period of three
months following Completion.

12.8 The terms of the licence to occupy referred to in clause 12.6 shall be on
the same basis as those governing the occupation of Amoy North America Inc. of
the Fair Lawn Property as at the date of this Agreement and shall, for the
avoidance of doubt, include the following terms:

Rents: Amoy North America Inc. shall occupy on a rent-free basis.

Support Services: The Purchasers shall procure that Lea and Perrins, Inc. shall
continue to provide the Services provided to Amoy North America Inc as at the
date of this Agreement and Amoy North America Inc shall pay to Lea and Perrins,
Inc. the


                                                                         Page 29

sum of US$15,000 per annum in respect of the continuation of the Services (such
payment or payments to be paid monthly in advance). In this clause, SERVICES
includes (but shall not be limited to) those services provided as at the date of
this Agreement including payroll services, human resources support services
(including health and welfare administration, recruitment, hiring, discharging,
compensation), helpdesk support services for hardware and software, and IT
services including ordering and installation of IT equipment.

Utility charges and property taxes: Amoy North America Inc. shall pay to Lea and
Perrins, Inc. on written demand and in respect of the period of its occupation a
sum or sums in respect of all utility charges and real property taxes applicable
to the portion of the Fair Lawn Property occupied under the license.

Use: Amoy North America Inc. may use the Fair Lawn Property only as offices and
shall comply with all laws, rules and regulations (including Environmental Laws)
promulgated from time to time by any governmental authority.

Use of common and retained parts: Amoy North America Inc. shall be entitled to
the rights of access and use of facilities (including, for the avoidance of
doubt, use of the car park) at the Fair Lawn Property from which it benefits at
the date of this Agreement.

Repair/Alterations: No alterations or improvements shall be made by Amoy North
America Inc. to the Fair Lawn Property and Amoy North America Inc. shall keep
the portion of the Fair Lawn Property which it occupies under the licence in no
worse state of repair and condition than at the beginning of licence, damage by
insured risks excepted unless Amoy North America Inc. has vitiated the insurance
policy.

12.9 Amoy North America Inc. shall indemnify and keep indemnified, defend,
protect and hold harmless the Purchasers from all damages, liabilities, losses,
claims, attorneys' fees, costs and expenses properly incurred to the extent due
to (i) the negligence or wilful misconduct of Amoy North America Inc. or its
agents, contractors, licensees or invitees or a breach of Amoy North America
Inc.'s obligations or representations under the definitive licence agreement; or
(ii) due to Amoy North America Inc.'s use of the Fair Lawn Property.

13.  NAME CHANGES, LABELLING AND IT SERVICES

13.1 The Vendor shall procure that each member of the Vendor's Group whose
corporate name or business name registrations include either Lea & Perrins or HP
shall, within 20 Business Days following Completion pass all necessary
resolutions to cancel such business name registrations and change its corporate
name to a name which does not include any of Lea & Perrins or HP or any name
intended or likely to be confused or associated with any of them and shall
procure the registration of the same with the appropriate court of registry
promptly thereafter. Within 10 Business Days of receipt of confirmation from the
appropriate court or registry that such name change has been effected, the
Vendor shall notify the Purchasers that such name change has been effected.


                                                                         Page 30

13.2 For a period of 6 months (or 12 months in relation to stock included in the
Completion Statements) commencing on Completion Date the Purchasers shall be
entitled (and to the extent necessary the Vendor hereby grants the Purchasers a
worldwide, royalty-free licence for that period) to continue to make, distribute
and sell products (except in the case of Amoy products supplied under the Supply
Agreement in which case the licence only grants rights to continue to distribute
and sell products) using the same labels, packaging, containers, promotional and
advertising material used by the Group on or during the 12 months before
Completion on such products notwithstanding that such material may include
references to the Vendor's name or the Vendor's Group. After the expiry of such
period, the Purchasers shall not use any such material which makes reference to
the Vendor's name or the Vendor's Group.

13.3 The Vendor agrees that the Group Companies shall have exclusive rights to
use the UPC codes as they appear on the products currently produced, developed,
or manufactured by the Group to the same extent such rights were held by the
Group or the Vendor immediately prior to Completion. The Vendor shall lend
reasonable assistance to the Group, at the Group's expense, to maintain such UPC
code registrations.

13.4 The Vendor undertakes to use all reasonable endeavours to provide or
procure the provision of the IT Services for a period of three months after
Completion on the same basis (but free of charge) as such services were provided
to the Group Companies prior to Completion.

13.5 For the purposes of clause 13.4, IT SERVICES shall be those IT Services
provided by the Vendor's Group to the Group Companies as set out in specific
disclosure 7.2 of the Disclosure Letter.

14.  PRODUCT QUALITY

14.1 The Vendor shall not be liable under this Agreement or otherwise for any
Costs incurred by any person in connection with any contamination by any illegal
or unapproved colorant of any product delivered by a Group Company at any time
after Completion.

15.  NO RIGHTS OF RESCISSION OR TERMINATION

15.1 The sole remedy of the Purchasers for any breach of any of the Warranties
or any other breach of this Agreement by the Vendor or any member of the
Vendor's Group shall be an action for damages, specific performance or other
equitable relief (or any combination of these remedies). The Purchasers shall
not be entitled to rescind or terminate this Agreement in any circumstances
whatsoever (whether before or after Completion), other than pursuant to any such
rights which arise in respect of fraudulent misrepresentation.

16.  INSURANCE

16.1 The Vendor shall, and shall procure that each other member of the Vendor's
Group respectively shall use its reasonable endeavours to continue in force all
current


                                                                         Page 31

policies of insurance or any current rights under any previous policies of
insurance of which the Vendor is aware, in respect of the Group's businesses and
assets until Completion and, insofar as such a policy is capable (in accordance
with the terms of the policies in force immediately prior to Completion) of
providing a Group Company with insurance after Completion in respect of
Pre-Completion Events (as defined below), for a period of two years after
Completion (any further cost in respect of the period after Completion being for
the account of the Purchaser). A PRE-COMPLETION EVENT means any loss, damage,
death or injury which occurs or is caused, or any event, occurrence, accident,
act, error or omission which occurs or takes place, prior to Completion.

16.2 If any member of the Vendor's Group has any right to make a claim in
respect of a Pre-Completion Event under the terms of any insurance policy, then
the Vendor undertakes to, or to procure that the relevant member of the Vendor's
Group shall, use reasonable endeavours to make recovery under the relevant
policy prior to Completion. To the extent that any such recovery is made prior
to Completion, the Vendor shall procure that the proceeds are applied to the
restoration or replacement of the relevant insured asset(s) or that they are
otherwise either passed to the relevant Group Company before Completion or are
passed to the Purchasers (on behalf of the relevant Group Company) at
Completion.

16.3 Subject to clause 16.4, in respect of any claim by or on behalf of a Group
Company whether on an "incidents occurring" or "claims made" basis under any
insurance policy which is made prior to Completion or capable of being made
following Completion in relation to a Pre-Completion Event, the Vendor shall,
promptly after becoming aware of the right to claim, notify the Purchasers in
writing of the claim and make and pursue any such claim under the relevant
policy at the Group's cost as the Purchasers shall reasonably request. The
Vendor shall:

(a)  keep the Purchasers informed on a regular basis of the progress of any such
     claim;

(b)  following Completion at the Group's cost take all such action, institute
     such proceedings and provide such information and assistance as the
     Purchasers may reasonably request in respect of the handling of such claim
     against the insurer; and

(c)  promptly on receipt pay to the relevant Group Company all proceeds
     recovered from insurers in respect of such claim without any set-off or
     counterclaim or other deduction.

16.4 Where, after Completion, a Group Company is able to pursue any insurance
claim of a type referred to in clause 16.3 directly and receive the proceeds of
any such claim directly, the Vendor shall not be obliged to make and pursue such
claim on behalf of the Group Company, but shall at the Purchasers' cost, provide
such information and assistance as the Group Company may reasonably request in
respect of the handling of such claim against the insurer.

17.  PROTECTIVE COVENANTS


                                                                         Page 32

17.1 The Vendor shall not, and shall procure that no member of the Vendor's
Group shall, (whether jointly or alone and whether directly or indirectly),
carry on or be engaged in any Competing Business during a period of 2 years
after Completion. For this purpose, COMPETING BUSINESS means a business:

(a)  which involves the manufacture, distribution and/or sale of Relevant
     Products; and

(b)  which is carried on or distributed directly or indirectly by the Vendor
     within the Territory.

17.2 The restriction contained in clause 17.1 above shall not affect or
prohibit, after Completion, any member of the Vendor's Group from:

(a)  owning for investment purposes securities in any company dealt in on a
     stock exchange (for the avoidance of doubt, where the acquiring member of
     the Vendor's Group is not actively involved in the management of such
     company) and not exceeding 15 per cent. in nominal value of the securities
     of that class in such company;

(b)  acquiring in a single transaction or series of related transactions any one
     or more companies and/or businesses (taken together, the ACQUIRED BUSINESS)
     and subsequently carrying on or being engaged in the Acquired Business
     where its activities include carrying on or being engaged in a business
     which is a Competing Business (the ACQUIRED COMPETING BUSINESS), provided
     that the Acquired Competing Business (i) has a fair value of less than L150
     million and (ii) represents not more than 30 per cent. of the Acquired
     Business as a whole (measured in terms of turnover in its last accounting
     year);

(c)  acquiring any one or more companies and/or businesses where global turnover
     of such companies and/or businesses exceeds E4 billion per annum;

(d)  acquiring an Acquired Competing Business and subsequently carrying on or
     being engaged in the Acquired Competing Business provided that within 12
     months of the date of completion of such acquisition, such Acquired
     Competing Business is sold by the relevant acquiring member of the Vendor's
     Group to a purchaser or purchasers each of which is not a member of the
     Vendor's Group;

(e)  carrying on or being engaged in any trade or business carried on as at the
     date of this Agreement by any member of the Vendor's Group; or

(f)  performing its obligations under the Transaction Documents and/or under any
     other agreement which it may enter into with a member of the Purchasers'
     Group.

For the purposes of subparagraphs (a), (b) and (c) above, transactions
undertaken by the Vendor and/or different members of the Vendor's Group shall be
aggregated and treated as undertaken by a single member.


                                                                         Page 33

17.3 The Vendor shall not, and shall procure that no member of the Vendor's
Group shall, within a period of eighteen months after Completion, solicit or
endeavour to entice away from any Group Company, any Senior Employee who was
employed by any Group Company at any time during the six months prior to
Completion, save that nothing in this clause shall prevent the Vendor from
advertising any position of employment nor from recruiting any such person in
response to such advertisement (provided such recruitment does not arise from
specific solicitation of that person in bad faith) or from negotiating with or
employing persons who themselves initiate any contact with the Vendor.

17.4 The Vendor acknowledges and agrees that each of clauses 17.1, 17.2 and 17.3
constitutes an entirely separate and independent restriction and that the
duration, extent and application of each restriction are no greater than is
reasonable and necessary for the protection of the interests of the Purchasers'
Group but that, if any such restriction shall be adjudged by any court or
authority of competent jurisdiction to be void or unenforceable but would be
valid if part of the wording thereof were to be deleted and/or the period
thereof were to be deleted and/or the period thereof were to be reduced and/or
the area dealt with thereby were to be reduced, the said restriction shall apply
within the jurisdiction of that court or competent authority with such
modifications as one necessary to make it valid and effective.

18.  PAYMENTS

18.1 Unless provided otherwise in this Agreement, any payment to be made
pursuant to this Agreement by any Purchaser or any member of the Purchasers'
Group shall be made to the Vendor's Bank Account (or such other account as the
Vendor shall nominate in writing at least two Business Days prior to the due
date) in immediately available funds by electronic transfer in sterling on the
due date for payment. The Vendor agrees to pay each member of the Vendor's Group
that part of each payment received by the Vendor under this Agreement to which
such member is entitled. Receipt of such sums in the relevant bank account of or
nominated by the Vendor shall be an effective discharge of the obligation of
such Purchaser or any member of the Purchasers' Group to pay such sums to the
Vendor or a member of the Vendor's Group, as the case may be, and neither the
relevant Purchaser nor any member of the Purchasers' Group shall be concerned to
see to the application or be answerable for loss or misapplication of such
amount.

18.2 Any payment to be made pursuant to this Agreement by the Vendor or any
member of the Vendor's Group shall be made to the Purchasers' Bank Account (or
such other account as the Purchasers shall nominate in writing at least two
Business Days prior to the due date) in immediately available funds by
electronic transfer in sterling on the due date for payment. The Purchasers
agree to pay each member of the Purchasers' Group that part of each payment
received by the Purchasers under this Agreement to which such member is
entitled. Receipt of such sums in the relevant bank account of or nominated by
the Purchasers shall be an effective discharge of the obligation of the Vendor
or any member of the Vendor's Group to pay such sums to the Purchasers or a
member of the Purchasers' Group, as the case may be, and neither the Vendor nor
any member of the Vendor's Group shall be concerned to see to the application or
be answerable for loss or misapplication of such amount.


                                                                         Page 34

18.3 If any sum due for payment under or in accordance with this Agreement is
not paid on the due date (the DUE DATE), the person in default shall pay
interest on the amount not paid at the Default Interest Rate calculated on a
daily basis on that sum (the DUE Sum) from but excluding the Due Date to and
including the date of actual payment (whether before or after judgement).

19.  CONFIDENTIALITY

19.1 For the purposes of this clause 19:

(a)  CONFIDENTIAL INFORMATION means:

     (i)  (in relation to the obligations of the HP Purchaser and the L&P
          Purchaser under this clause 19) any information received or held by
          the HP Purchaser or the L&P Purchaser (or any of its or their
          Representatives) where such information relates to the Vendor's Group
          or, prior to Completion, any of the Group Companies; or

     (ii) (in relation to the obligations of the Vendor under this clause 19)
          any information received or held by the Vendor (or any of its
          Representatives) where such information relates to the Purchasers'
          Group or, following Completion, any of the Group Companies or the
          Business including, without limitation, any Know-How exclusively
          relating to the Business; and

     (iii) information relating to the provisions and subject matter of, and
          negotiations leading to, this Agreement and the other Transaction
          Documents;

     and includes not only written information but information transferred or
     obtained orally, visually, electronically or by any other means;

(b)  REPRESENTATIVES means, in relation to a party, its respective Affiliates
     and the directors, officers, employees, agents, external legal advisers,
     accountants, consultants and financial advisers of that party and/or of its
     respective Affiliates.

19.2 Each of the Vendor, the HP Purchaser and the L&P Purchaser undertakes that
it shall (and shall procure that each of its Representatives and Affiliates
shall) maintain Confidential Information in confidence and not disclose that
Confidential Information to any person or use it for any purpose except as
permitted by this clause 19 or with the prior written approval of the other
party.

19.3 The obligations not to disclose Confidential Information under clause 19.2
shall not apply if and to the extent that the Vendor or the Purchasers (as the
case may be) can demonstrate that:

(a)  such disclosure is required by law or regulation or by any stock exchange
     or any regulatory, governmental or antitrust body (including, for the
     avoidance of doubt, any tax authority) having applicable jurisdiction
     (provided that, in such


                                                                         Page 35

     circumstances, the disclosing party shall, to the extent reasonably
     possible, first inform the Purchasers or the Vendor (as applicable) of its
     intention to disclose such information and shall take into account the
     reasonable comments of the other party);

(b)  the Confidential Information concerned was lawfully in the relevant party's
     possession or the possession of any of its Representatives (in either case
     as evidenced by written records) and not subject to any obligation of
     secrecy on its part prior to its being received or held as described in
     clause 19.2 except that this paragraph 19.3(b) shall not apply to
     Confidential Information on or in relation to the Group which is held by
     the Vendor as a result of its ownership of the Group;

(c)  the Confidential Information concerned has come into the public domain
     other than through its fault (or that of its Representatives) or the fault
     of any person to whom such Confidential Information has been disclosed in
     accordance with this clause 19.3;

(d)  the disclosure is required for the purpose of any arbitral or judicial
     proceedings arising out of this Agreement or any other Transaction Document
     (provided that, in such circumstances, the disclosing party shall take such
     steps as are reasonable in the circumstances to protect the confidentiality
     of the information).

19.4 Each of the Vendor, the HP Purchaser and the L&P Purchaser undertakes that
it (and its Affiliates) shall only disclose Confidential Information to
Representatives if it is reasonably required for the purposes of exercising the
rights or performing the obligations under this Agreement or the other
Transaction Documents and only if the Representatives are informed of the
confidential nature of the Confidential Information.

19.5 Each of the Vendor, the HP Purchaser and the L&P Purchaser shall procure
that its respective Affiliates also comply with the provisions of clauses 19.3
and 19.4, mutatis mutandis. Each of the Vendor, the HP Purchaser and the L&P
Purchaser shall be responsible for breach of the above confidentiality
undertaking by it or its Affiliates and undertakes to the other (for itself and
on behalf of each of the other's Affiliates) to indemnify the other party, its
Affiliates or any successor to such business against all Costs arising from such
breach.

19.6 If this Agreement is terminated in accordance with its terms, the
Purchasers shall as soon as practicable on request by the Vendor:

(a)  return to the Vendor all written documents and other materials relating to
     the Vendor, any Group Company or the subject matter of this Agreement
     (including any Confidential Information) which have been provided to each
     of the HP Purchaser and the L&P Purchaser (or its Representatives) by the
     Vendor (or its Representatives) at any time whether before or after the
     date of this Agreement without keeping any copies thereof;


                                                                         Page 36

(b)  subject to clause 19.6(c) destroy all information or other documents to the
     extent containing or derived from such Confidential Information; and

(c)  so far as it is reasonably practicable to do so, expunge such Confidential
     Information from any computer, word processor or other device.

19.7 Each of the Vendor and the Purchasers shall only use (or permit the use by
its Affiliates of) the Confidential Information received or held by it or its
Affiliates for the purposes of performing the obligations under the Transaction
Documents.

19.8 For a period of seven years following Completion, the Purchasers shall use
all reasonable endeavours, and shall procure that all members of the Purchasers'
Group shall use all reasonable endeavours, to provide the Vendor upon reasonable
request with reasonable access (including the right to take copies) within
Working Hours to the books, accounts and all other records held by any member of
the Purchasers' Group to the extent that such books, accounts and records relate
to the Group and relate to the period up to Completion (the RECORDS) provided
the Vendor requires access to such Records for tax, accounting, financial
reporting or regulatory purposes and the confidentiality obligations under this
clause 19 shall not apply to the extent the Vendor or any member of the Vendor's
Group is required to disclose such Records or any information contained therein
to any person in connection with its tax, accounting, financial reporting or
regulatory obligations.

19.9 The provisions of clauses 19.1 to 19.8 shall survive termination and/or
Completion of this Agreement and shall continue to have effect without
limitation in time.

19.10 The Vendors shall, or shall procure that the relevant member of the
Vendor's Group shall, request that each party to the any confidentiality
agreement entered into with prospective purchasers in connection with the sale
of the business contemplated by this Agreement returns or destroys all
confidential information provided by the Vendors or any member of the Vendor's
Group to such prospective purchaser to the fullest extent permitted under the
terms of each such confidentiality agreement. In no circumstances shall the
Vendor or any member of the Vendor's Group be required to disclose the identity
of any counterparties to such confidentiality agreements or otherwise breach a
duty of confidentiality owed to any of them.

19.11 The Vendors shall, or shall procure that the relevant member of the
Vendor's Group shall, subject to the Vendors or the relevant member of the
Vendor's Group being indemnified (to the Vendor's or relevant member of the
Vendor's Group's reasonable satisfaction) by the Purchasers against all Costs,
use reasonable endeavours to take such action as the Purchasers may reasonably
require to enforce the terms of the confidentiality agreements referred to in
clause 19.10.

20.  ENTIRE AGREEMENT

20.1 This Agreement sets out the entire agreement and understanding between the
parties in respect of the sale and purchase of the Shares. This Agreement
supersedes all prior agreements, understandings or arrangements (whether oral or
written) between the parties relating to the sale and purchase of the Shares
(including the


                                                                         Page 37

Confidentiality Agreement, save in respect of any accrued rights or liabilities
as at the date of this Agreement) which shall cease to have any further force
and effect save insofar as any of a party's Connected Persons may have rights
under any of them. It is agreed that:

(a)  no party has entered into this Agreement in reliance upon, nor shall any
     party have any claim or remedy in respect of, any statement,
     representation, warranty, undertaking, assurance, collateral contract or
     other provision made by or on behalf of any other party (or any of its
     Connected Persons) which is not expressly set out or referred to in any
     Transaction Document; and

(b)  save as expressly set out in this Agreement, no party (or any of its
     Connected Persons) shall owe any duty of care or have any liability in tort
     or otherwise to any other party (or any of its respective Connected
     Persons) in respect of, arising out of, or in any way relating to the
     Proposed Transaction,

provided that this clause shall not exclude any liability for, or remedy in
respect of, fraudulent misrepresentation by a party or any of its Connected
Persons.

The agreements and undertakings in this clause 20.1 are given by each party on
its own behalf and as agent for each of its Connected Persons. Each Connected
Person may enforce this clause 20.1 directly against each other party and
Connected Person. For the purpose of this clause, CONNECTED PERSON means, in
each case, to the extent that they are involved on behalf of a party, (a) a
party's officers, employees, group undertakings, agents and advisers, (b)
officers, employees, agents and advisers of a party's group undertakings; and
(c) officers, employees and partners of any such agent or adviser or of any
group undertaking of such an agent or adviser.

21.  VARIATION

No variation of this Agreement (or of any of the documents referred to in this
Agreement) shall be valid unless it is in writing and signed by or on behalf of
each of the parties to it. The expression VARIATION shall include any variation,
supplement, deletion or replacement however effected.

22.  ASSIGNMENT

22.1 Neither party to this Agreement shall, nor shall it purport to, assign,
transfer, charge or otherwise deal with all or any of its rights under this
Agreement nor grant, declare, create or dispose of any right or interest in it
without the prior written consent of the other party, save that the Purchasers
may, without the consent of the Vendor, assign to any member of the Purchasers'
Group the benefit of all or any of the Vendor's obligations under this Agreement
and/or any benefit arising under or out of this Agreement provided that if an
assignment of this Agreement is effected in accordance with clause 22.1, then
the liabilities of the Vendor or any relevant member of the Vendor's Group shall
be no greater (but no less) than such liabilities would have been had the
assignment not been effected, provided that if any such assignee subsequently
ceases to be a member of the Purchasers' Group, the Purchasers shall procure
that before it so ceases it shall re-assign that benefit to the Purchasers or to
another continuing member of the Purchasers' Group.


                                                                         Page 38

22.2 Immediately after any assignment in accordance with clause 22.1, the
Purchasers shall give written notice of the assignment to the Vendor, such
notice to contain full details of the assignment.

22.3 Each of the HP Purchaser and the L&P Purchaser shall prior to Completion
and with the Vendor's consent (such consent not to be unreasonably withheld) be
entitled to nominate another member of the Purchasers' Group to replace it as
the HP Purchaser or L&P Purchaser respectively under this Agreement (each a
SUBSTITUTED PURCHASER), provided that any such substitution of the HP Purchaser
and/or the L&P Purchaser pursuant to this clause 22 shall:

(a)  not prejudice the rights or remedies of the Vendor under this Agreement;

(b)  not increase the liabilities of the Vendor or any member of the Vendor's
     Group under this Agreement;

(c)  not affect in any way the HP Purchaser's or the L&P Purchaser's
     confirmations (as appropriate) at the date of this Agreement provided under
     clause 8.1(b); and

(d)  to the reasonable satisfaction of the Vendor establish joint and several
     liability for each of the HP Purchaser and/or the L&P Purchaser (as
     appropriate) and the Substituted Purchaser in respect of all obligations
     pursuant to this Agreement.

22.4 If the HP Purchaser and/or the L&P Purchaser nominates a Substituted
Purchaser pursuant to clause 22.3, the Vendor may require that the relevant
Purchaser:

(a)  provide a parent company guarantee regarding such Substituted Purchaser's
     obligations under the Agreement; and

(b)  procure that the Substituted Purchaser shall warrant to the Vendor on
     substantially the same terms as those set out in Schedule 5.

23.  ASSURANCES

23.1 Each of the Vendor, the HP Purchaser and the L&P Purchaser agrees, for a
period of 12 months from Completion, to execute (or procure the execution of)
such further documents as may be required by law or as may be necessary to
implement and give effect to the transfer of title to the Shares pursuant to
this Agreement (including the execution of all deeds and documents, procuring,
so far as it is able, the convening of all meetings, the giving of all necessary
waivers and consents and the passing of all resolutions and otherwise exercising
all powers and rights available to them).

23.2 In the absence of specific agreement to the contrary, each party shall be
responsible for its own costs and expenses (including, for the avoidance of
doubt, those of its Affiliates) incurred in giving effect to the provisions of
clause 23.1.


                                                                         Page 39

23.3 The L&P Purchaser and the HP Purchaser shall be jointly and severally
liable for any of the obligations of the HP Purchaser under this Agreement.

24.  ANNOUNCEMENTS

24.1 Neither the Vendor nor the Purchasers shall make or issue any public
announcement, circular or disclosure in connection with the existence or the
subject matter of this Agreement (and the Vendor and each of the HP Purchaser
and the L&P Purchaser shall procure that none of its Affiliates makes or issues
any such announcement, circular or disclosure) in each case without the prior
written approval of the other party (such approval not to be unreasonably
withheld or delayed).

24.2 The restriction in clause 24.1 shall not apply to the extent that
announcement or disclosure:

(a)  is required by law or by any stock exchange or other governmental,
     regulatory or supervisory body or authority of competent jurisdiction to
     whose rules the party making the announcement or disclosure is subject,
     whether or not having the force of law. Where any announcement or
     disclosure is made in reliance on this exception, the party making the
     announcement or disclosure shall use its reasonable endeavours to consult
     with the other party in advance as to the form, content and timing of any
     such announcement or disclosure; or

(b)  is contained in a notification, release or announcement (i) made or sent by
     the Purchasers after Completion to a customer, client or supplier of a
     Group Company, or (ii) generally made in relation to the Purchasers'
     purchase of the Shares, in each case, which is limited to a statement that
     the Purchasers have acquired the Business from the Vendor.

25.  COSTS

25.1 Subject to clause 25.2, each of the parties shall pay its own transaction
costs and expenses incurred in connection with the negotiation, preparation and
implementation of this Agreement and the other Transaction Documents and, for
the avoidance of doubt, none of the Vendor's transaction costs and expenses so
incurred have been borne by a Group Company.

25.2 The Purchasers shall bear all stamp or other documentary or transaction
duties and any other transfer taxes arising as a result or in consequence of
this Agreement or of any other Transaction Documents or of their respective
implementation.

25.3 All sums paid by a payer under this Agreement shall be paid free and clear
of all deductions or withholdings unless deduction or withholding is required by
law, in which event the payer shall pay such additional amount as shall be
requested to ensure that the net amount received by the payee will equal the
full amount which would have been received by it had no such deduction or
withholding been required to be made.

25.4 If a payment to any of the Purchasers or the Vendor under the Tax Covenant
or under clauses 10.1(c), 11, 12.2 or 19.5 of this Agreement or paragraph 1.9 of


                                                                         Page 40

Schedule 6 of this Agreement is subject to tax, the Vendor or the relevant
Purchaser (as the case may be) shall pay to the relevant Purchaser or the Vendor
(as applicable) the amount (after taking into account tax payable in respect of
the amount) that will ensure that the payee receives and retains a net sum equal
to the sum it would have received had the payment not been subject to tax.

25.5 Clauses 25.3 and 25.4 above shall not apply to the extent that the relevant
deduction, withholding or tax charge would not have arisen but for:

(a)  the payee not being tax resident in the UK, or having some connection with
     a territory outside the UK; or

(b)  an assignment by the payee of any of its rights under this Agreement.

26.  SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, then
such provision shall (so far as it is invalid or unenforceable) be given no
effect and shall be deemed not to be included in this Agreement but without
invalidating any of the remaining provisions of this Agreement.

27.  COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the parties
to it on separate counterparts, each of which is an original but all of which
together constitute one and the same instrument.

28.  TIME OF THE ESSENCE

Time shall be of the essence of this Agreement, both as regards the times, dates
and periods mentioned herein and as to any times, dates and periods which may,
by Agreement in writing between or on behalf of the Vendor and the Purchasers,
be substituted for them.

29.  WAIVERS, RIGHTS AND REMEDIES

29.1 Except as otherwise provided in this Agreement, no failure or delay by any
party in exercising any right or remedy provided by law or under or pursuant to
this Agreement or any of the Transaction Documents shall impair such right or
remedy or operate or be construed as a waiver or variation of it or preclude its
exercise at any subsequent time and no single or partial exercise of any such
right or remedy shall preclude any further exercise of it or the exercise of any
other remedy.

30.  NOTICES

30.1 Any notice or other communication to be given by one party to the other
party under, or in connection with, this Agreement shall be in writing and
signed by or on behalf of the party giving it. It shall be served by sending it
by fax to the number set out in clause 30.2, or delivering it by hand, or
sending it by pre-paid recorded delivery, special delivery or registered post,
to the address set out in clause 30.2 and


                                                                         Page 41

in each case marked for the attention of the relevant party set out in clause
30.2 (or as otherwise notified from time to time in accordance with the
provisions of this clause 30). Any notice so served by hand, fax or post shall
be deemed to have been duly given:

(a)  in the case of delivery by hand, when delivered;

(b)  in the case of fax, at the time of transmission;

(c)  in the case of prepaid recorded delivery, special delivery or registered
     post, at 10am on the second Business Day following the date of posting,

provided that in each case where delivery by hand or by fax occurs after 6pm on
a Business Day or on a day which is not a Business Day, service shall be deemed
to occur at 9 a.m. on the next following Business Day.

References to time in this clause 30.1 are to local time in the country of the
addressee.

30.2 The addresses and fax numbers of the parties for the purpose of this clause
30 are as follows:

VENDOR

Name:                   Danone Holdings (UK)
Address:                20-22, Bedford Row, London, WC1R 4 JS
Fax:                    +44 20 8799 1062
For the attention of:   The General Counsel

with a copy to:

Name:                   Groupe Danone
Address:                17 Boulevard Haussmann
                        75009 Paris
Fax:                    +33 1 44 35 2395
For the attention of:   The General Counsel

with a further copy (which shall not constitute notice) to:

Name:                   Freshfields Bruckhaus Deringer
Address:                65 Fleet Street
                        London EC4Y 1HS
Fax:                    +44 20 7832 7001
For the attention of:   Martin Nelson-Jones

PURCHASERS

Name:                   H.J. Heinz Company Limited
Address:                South Building, Hayes Park, Hayes, Middlesex UB4 8AL
Fax:                    +44 20 8898 2544
For the attention of:   The General Counsel


                                                                         Page 42

Name:                   H.J. Heinz Company
Address:                World Headquarters
                        600 Grant Street
                        USSB 60
                        Pittsburgh
                        PA 15219-2857
                        USA
Fax:                    +1 412 456 6115
For the attention of:   The General Counsel

with a further copy (which shall not constitute notice) to:

Name:                   Clifford Chance Limited Liability Partnership
Address:                10 Upper Bank Street
                        London E14 5JJ
Fax:                    +44 20 7006 5555
For the attention of:   Adam Signy/Kathy Honeywood

30.3 A party may notify the other party to this Agreement of a change to its
name, relevant addressee, address or fax number for the purposes of this clause
30, provided that, such notice shall only be effective on:

(a)  the date specified in the notice as the date on which the change is to take
     place; or

(b)  if no date is specified or the date specified is less than five Business
     Days after the date on which notice is given, the date which is the fifth
     Business Day after notice of any change has been given.

31.  NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

31.1 Subject to clause 31.2, each party undertakes to each other party that each
of its respective Connected Persons shall have the right to enforce the terms of
clause 21 of this Agreement under the Contracts (Rights of Third Parties) Act
1999 (UK) (and as such clause may be amended from time to time).

31.2 The rights of Connected Persons under clause 31.1 are subject to:

(a)  the terms of clause 22 and clause 32; and

(b)  the term that the parties to this Agreement may by Agreement terminate or
     rescind or vary it in any way without the consent of any Connected Person.

31.3 Save as provided in clause 31.1, a person who is not a party to this
Agreement shall have no right under the Contracts (Rights of Third Parties) Act
1999 (UK) to enforce any of its terms

32.  GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS


                                                                         Page 43

32.1 This Agreement and the legal relationships established by or otherwise
arising in connection with this Agreement shall be governed by, and interpreted
in accordance with, English law.

32.2 Each of the parties agrees that the courts of England are to have exclusive
jurisdiction to settle any disputes (including claims for set-off and
counterclaims) which may arise in connection with the creation, validity,
effect, interpretation or performance of, or the legal relationships established
by, this Agreement or otherwise arising in connection with this Agreement, and
for such purposes irrevocably submit to the jurisdiction of the English courts.

32.3 The Purchasers shall at all times maintain an agent for service of process
and any other documents in proceedings in England or any other proceedings in
connection with this Agreement. Such agent shall be H.J. Heinz Company UK
Limited currently of South Building, Hayes Park, Hayes, Middlesex, UB4 8AL and
any claim form, judgment or other notice of legal process shall be sufficiently
served on the Purchasers if delivered to such agent at its address for the time
being. The Purchasers irrevocably undertake not to revoke the authority of this
agent and if, for any reason, the Vendor requests the Purchasers to do so, the
Purchasers shall promptly appoint another such agent with an address in England
and advise the Vendor. If, following such request, the Purchasers fails to
appoint another agent, the Vendor shall be entitled to appoint one on behalf of
the Purchasers at the expense of the Purchasers.

AS WITNESS this Agreement has been signed on behalf of the parties on the day
and year first before written.


                                                                         Page 44

                                   SCHEDULE 1

                       THE COMPANIES AND THE SUBSIDIARIES

                        PART A DETAILS OF THE COMPANIES


                                                                         Page 45

                       PART B DETAILS OF THE SUBSIDIARIES


                                                                         Page 46

                                   SCHEDULE 2

                   THE SHARES TO BE SOLD AND THE CONSIDERATION



                       THE SHARES                              DEBT FREE/CASH FREE PRICE
                          (1)                                             (2)
- ------------------------------------------------------------   -------------------------
                                                            
1.   HP Foods Limited

- -    250,000 Ordinary Shares of L1 each and 4,100,000                 L390,000,000
     Redeemable Preference Shares of L1 each

2.   HP Foods Holdings Limited

- -    4,772,168 Ordinary Shares of L1 each and 4,100,000               L 10,000,000
     Redeemable Shares of L1 each

3.   HP Foods International Limited

- -    4,927,267 ordinary shares of L1 each                             L 70,000,000

Total
                                                                      ------------
                                                                      L470,000,000
                                                                      ============


PRELIMINARY PURCHASE ALLOCATION



                                  %        L
                                 --   ------------
                                
HP Foods Limited                 83   L390,000,000

HP Foods Holdings Limited         2   L 10,000,000

HP Foods International Limited   15   L 70,000,000
                                      ------------
                                      L470,000,000
                                      ============


The above reflects a preliminary estimate of purchase price allocation. At
Completion purchase is to be allocated in a manner that is mutually agreed by
the parties, and is reasonable based on the parties' view of taxing authorities
requirements and preliminary valuation by appraisers. However, failing such
agreement, the allocation set out above will apply.


                                                                         Page 47

                                   SCHEDULE 3

                           PRE-COMPLETION UNDERTAKINGS


                                                                         Page 48

                                   SCHEDULE 4

                                VENDOR WARRANTIES

                           PART A : GENERAL/COMMERCIAL

1.   THE VENDOR'S GROUP AND THE SHARES

AUTHORISATIONS, VALID OBLIGATIONS, FILINGS AND CONSENTS

1.1 The Vendor has obtained all corporate authorisations and all other
applicable governmental, statutory, regulatory or other consents, licences,
authorisations, waivers or exemptions (APPROVALS) required to empower it to
enter into and perform its obligations under this Agreement and any other
Transaction Document to which it is a party (other than Approvals for which the
Purchasers are responsible).

1.2 Entry into and performance by the Vendor of the Transaction Documents to
which it is a party will not breach the provisions of its constitutional
documents in its jurisdiction of incorporation.

1.3 The Vendor's obligations under this Agreement and each document to be
executed by the Vendor at or before Completion will, or when the relevant
document is executed will, constitute valid and binding obligations of the
Vendor.

1.4 Neither entry into this Agreement nor entry into, and implementation of, the
Proposed Transaction will:

(a)  result in a breach of any applicable laws or regulations in its relevant
     jurisdiction of incorporation; or

(b)  amount to a breach of any order, decree or judgment of any court or any
     governmental or regulatory authority in its jurisdiction of incorporation,

by any member of the Vendor's Group where, in each case, such breach would
materially and adversely affect its ability to enter into or perform its
obligations under this Agreement and/or any Transaction Document to which is it
a party.

THE VENDOR'S GROUP, THE SHARES AND THE GROUP COMPANIES

1.5 Each of the Vendor and the Group Companies is validly incorporated, in
existence and duly registered and/or in good standing (as applicable) under the
laws of its jurisdiction of incorporation. Each of the Group Companies has full
power under its memorandum or articles of association, articles or certificate
of incorporation or equivalent constitutional documents in its jurisdiction of
incorporation to conduct its business as conducted at the date of this
Agreement.

1.6 Lea and Perrins, Inc. is in all material respects duly qualified and
licensed to do business and is in good standing in each jurisdiction in which
the ownership or leasing of its property or the conduct of its business requires
such qualification.


                                                                         Page 49

1.7 All the Shares are fully paid or properly credited (under the applicable
legislation in the jurisdiction of incorporation of the relevant Company) as
fully paid and the Vendor is the sole legal and beneficial owner of all of the
Shares free from all Encumbrances and no member of the Vendor's Group or Group
Company is party to any Agreement to create any such Encumbrance over any of
such Share.

1.8 No member of the Vendor's Group or of the Group has entered into any
agreement or arrangement pursuant to which any person has the right (exercisable
now or in the future and whether contingent or not) to call for the issue,
transfer, redemption or repayment of any share or loan capital in any Group
Company.

1.9 The Vendor is entitled to transfer or procure the transfer of the legal and
beneficial ownership of the Shares set against its name in Schedule 2 on the
terms set out in this Agreement.

1.10 The Shares constitute the whole of the issued and allotted (or, to the
extent appropriate, registered and/or outstanding) share capitals of the
Companies.

1.11 The information in respect of each of the Companies set out in Part A of
Schedule 1 is accurate in all material respects and not misleading.

SUBSIDIARIES

1.12 The Companies do not have any subsidiary undertakings other than the
Subsidiaries.

1.13 Each allotted and issued share in any Subsidiary is legally and
beneficially owned by a Group Company. There are no Encumbrances affecting the
shares of any Subsidiary and no member of the Vendor's Group or Group Company is
party to any Agreement to create any such Encumbrance over any of such shares.

1.14 All such shares in the Subsidiaries are fully paid or properly credited as
fully paid under the applicable legislation in the jurisdiction of incorporation
of the relevant Subsidiary.

1.15 The information in respect of each of the Subsidiaries set out in Part B of
Schedule 1 is accurate in all material respects and not misleading.

1.16 Westminster Condiments, Inc. does not carry out any trading and has no
material liabilities.

1.17 The following companies (which were formerly part of the Group) have been
dissolved pursuant to Section 652A of the Companies Act 1985 and have no
material liabilities:

(a)  B.E. Foods (1) Limited (formerly Premier Foods (Holdings) Limited);

(b)  Premier Spices Limited;

(c)  Bombay Emporium Limited;

(d)  Cathay Foods Limited;

(e)  B.E. Foods (2) Limited (formerly Premier Foods Limited);


                                                                         Page 50

(f)  Premier Pet Foods Limited; and

(g)  Baird, Wolton & May Limited.

OTHER INTERESTS

1.18 No Group Company owns or has any interest of any nature whatsoever in any
shares, debentures or other securities issued by any undertaking (other than
another Group Company) or any partnership.

REGISTER OF MEMBERS

1.19 The register of members of each Group Company contains complete and
accurate records of its members from time to time and all issues and transfers
of shares in the capital of each Group Company have been registered in
accordance with the articles of association or equivalent constitutional
documents the relevant Group Company from time to time in force.

2.   FINANCIAL MATTERS

THE ACCOUNTS

2.1 The Accounts (i) have been prepared on a proper and consistent basis in
accordance with the accounting principles followed by Groupe Danone in the
preparation of its audited consolidated financial statements as of 1 January
2005 and stated in the exhibit 15.1 of the 2004 form 20.F of Groupe Danone, save
that relevant levels of materiality for the Accounts have been assessed for the
Group on a stand alone basis (ii) give a true and fair view of the assets,
liabilities and state of affairs of the Group as at the Accounts Date and of the
results of the Group for the financial year ended on the Accounts Date and (iii)
would not show a materially different view of the assets, liabilities and state
of affairs of the Group had they been audited.

2.2 Having regard to the purposes for which they were prepared, the Management
Accounts have (i) been prepared with reasonable skill and care and, save as
described in Annex 4 of Schedule 10, have in all material respects been prepared
on a proper and consistent basis with the Accounts, (ii) been properly extracted
in all material respects from the books and records of the Companies, and (iii)
present a view of the assets and liabilities and operating profit of the Group
Companies as at the date and for the period to which they relate which, taken as
a whole, are not materially misleading.

2.3 The audited accounts of each Group Company (if any) as at the Accounts Date
have been prepared and audited on a proper and consistent basis in accordance
with the law and applicable accounting standards, principles and practices
generally accepted in the jurisdiction of incorporation of the relevant Group
Company. Such accounts show a true and fair view of the assets, liabilities and
state of affairs of each Group Company as at the Accounts Date and of the
profits and losses of each Group Company for the financial year ended on the
Accounts Date, in each case, in accordance with accounting principles generally
accepted in the jurisdiction of incorporation of the relevant Group Company.


                                                                         Page 51

2.4 The working capital as set out in Appendix 2 and 3 of the Working Capital
Analysis fairly represents the ongoing working capital requirements of the
Business and has in all material respects been properly extracted from the books
and records of the Companies for the period from 1 January 2004 to the Accounts
Date and presents a view of the working capital items of the Group Companies as
at the date and for the period to which they relate.

BOOKS OF ACCOUNT

2.5 The accounting books and records required to be maintained by each Group
Company under the laws of the jurisdiction of its incorporation in all material
respects:

(a)  are up to date;

(b)  are maintained in accordance with applicable law;

(c)  contain records of all matters required to be dealt with in such books and
     records; and

(d)  are in the possession (or under the control) of the relevant Group Company.

2.6 The Vendor is not aware of any liability (actual or contingent) in excess of
L500,000 (excluding restaurant lease liabilities and pension liabilities)
arising out of or relating to the Business except:

(a)  liabilities if and to the extent accrued or reserved against as set forth
     in the Accounts balance sheet; and

(b)  liabilities incurred after the Accounts Date in the ordinary course of
     business.

For the avoidance of doubt, the provisions of this paragraph 2.6 shall not apply
in respect of any liabilities of a type referred to in paragraph 8.4 of Schedule
6.

2.7 The information at D to J of Schedule 13:

(a)  has been prepared in good faith;

(b)  has been prepared with reasonable skill and care; and

(c)  has been properly extracted, at brand level, in all material respects from
     the books and records of the Group Companies.

POSITION SINCE ACCOUNTS DATE

2.8 Since the Accounts Date:

(a)  the operation of the Group has been carried on in the ordinary course and
     on a basis consistent with the operation of the Group for a period of 12
     months prior to the Accounts Date;


                                                                         Page 52

(b)  there has been no material adverse change in the Business, the financial or
     trading position or operations of the Group taken as a whole and, so far as
     the Vendor is aware, no event or series of events in the Business has
     occurred which is reasonably likely to result in the same (excluding, in
     each case, the effects of market or industry conditions and of events or
     circumstances external to the Business);

(c)  save as set out in the Disclosure Letter, no dividend or other distribution
     (whether in cash, stock or in kind) has been declared, authorised, paid or
     made, nor has there been any reduction of paid-up share capital, by any
     Group Company (except for any dividends provided for in the Accounts and
     any such dividends or other distributions declared, authorised, paid or
     made within the Group);

(d)  no share or loan capital has been allotted, issued, repaid or redeemed or
     agreed to be allotted, issued, repaid or redeemed by any Group Company;

(e)  no Group Company has repaid any borrowing or indebtedness in advance of its
     stated maturity;

(f)  no Group Company has disposed of any fixed assets (including any
     Intellectual Property Rights) other than disposals of assets made in the
     ordinary course of trading on arm's length commercial terms:

     (i)  having an individual book or fair value not exceeding L100,000; and

     (ii) having an aggregate book or fair value not exceeding L500,000;

(g)  no Group Company has:

     (i)  engaged in any programme, sales or promotional activity or other
          action that would reasonably be expected to result, directly or
          indirectly, in a trade buy-in that is significantly in excess of
          normal customer requirements existing in the 12 months prior to the
          Accounts Date; and

     (ii) entered into any trade promotion or off-invoice allowance (including
          with respect to trade deal rates and trade promotion durations) which
          was, in any material respect, inconsistent with the practice of the
          relevant Group Company in the 12 months prior to the Accounts Date;

(h)  each Group Company has carried out its policies relating to discounts,
     rebates, promotional offers for customers or distributors consistent in all
     material respects with the practice of the relevant Group Company in the 12
     months prior to the Accounts Date.

3.   FINANCIAL DEBT

3.1 Except as disclosed in the Accounts or in the Disclosure Letter, no Group
Company has any outstanding loan capital, borrowings or indebtedness in the
nature


                                                                         Page 53

of borrowings and has not agreed to create or incur loan capital, borrowings or
indebtedness in the nature of borrowings.

3.2 So far as the Vendor is aware, no event has occurred and no Group Company
has received any written notice in the twelve months prior to the date of this
Agreement alleging that an event has occurred which:

(a)  constitutes an event of default, or otherwise gives rise to an obligation
     to repay prior to the scheduled repayment date, under an agreement relating
     to borrowing or indebtedness in the nature of borrowing (or will do so with
     the giving of notice or lapse of time or both); or

(b)  will lead to an Encumbrance constituted or created in connection with
     borrowing or indebtedness in the nature of borrowing, a guarantee, an
     indemnity or other obligation of any Group Company becoming enforceable (or
     will do so with the giving of notice or lapse of time or both).

3.3 All indebtedness in the nature of borrowings of each of the Group Companies
(excluding Intra-Group Payables and Intra-Group Receivables and Inter-Company
Trading Amounts) as at the date of this Agreement has been entered into on arm's
length terms and in the ordinary and usual course of business.

3.4 No Group Company has received any written notice in the twelve months prior
to the date of this Agreement to repay under any agreement relating to Financial
Debt which is repayable on demand.

4.   GUARANTEES AND INDEMNITIES

4.1 Save in the ordinary course of business, no Group Company is a party to or
is liable under a guarantee, indemnity or other agreement to secure or incur a
material financial or other material obligation with respect to another person's
obligation.

4.2 No part of the loan capital, borrowings or indebtedness in the nature of
borrowings of any Group Company is dependent on the guarantee or indemnity of,
or security provided by, another person who is not a Group Company.

5.   REGULATORY MATTERS

LICENCES

5.1 Each Group Company which is a trading company has obtained all material
licences, permissions, authorisations and consents required for carrying on its
business effectively in the places and in the manner in which such business is
now carried on.

5.2 The licences, permissions, authorisations and consents referred to in
paragraph 5.1 are in full force and effect and have been complied with in all
material respects, where failure to do so would result in a cost to the Business
of not less than L100,000.


                                                                         Page 54

5.3 No written notice has been received which indicates that any of the
licences, permissions, authorisations or consents referred to in paragraph 5.1
will be revoked or not renewed, in whole or in part, in the ordinary course of
events where such revocation or non-renewal would have a material impact on the
Group Companies as a whole.

6.   THE GROUP COMPANIES' ASSETS

6.1 Each of the Group Companies owns or is entitled to use and enjoy all the
rights and assets (excluding assets to which Part B of this Schedule 4 relates)
necessary to carry on its business substantially as carried on immediately prior
to the date of this Agreement.

6.2 No Group Company depends in any material respect on the use of assets owned
by, or facilities and services provided by, any member of the Vendor's Group
which will not be transferred to the Purchasers or a member of the Purchasers'
Group on Completion.

6.3 The assets included in the Accounts or acquired by the Group Companies since
the Accounts Date (other than assets disposed of in the ordinary course of
business or which are the subject matter of operating or finance or capital
leases) are:

(a)  legally and beneficially owned solely by the Group Companies free from any
     Encumbrance (other than retention of title claims or liens arising in the
     ordinary course of business); and

(b)  where capable of possession, in the possession or under the control of the
     Group Company.

6.4 The list of products set out in Schedule 5 to the Disclosure Letter lists
all the material products/SKU's produced, manufactured, distributed or sold by
the Business in 2004 (but excluding products relating to Amoy).

7.   CONTRACTUAL MATTERS

MATERIAL CONTRACTS

7.1 There is not outstanding any agreement to which a Group Company is a party:

(a)  which involves an annual expenditure by any Group Company in excess of L1
     million or which has a term which ends on a date which is more than 12
     months after the date of this Agreement and cannot be terminated by the
     relevant Group Company giving notice of three months or less (a MATERIAL
     CONTRACT);

(b)  which, by virtue of the Proposed Transaction and the Transaction Documents,
     will result in:


                                                                         Page 55

     (i)  any other party being relieved of any material obligation or becoming
          entitled to exercise any material right (including any right of
          termination or any right of pre-emption or other option); or

     (ii) any Group Company being in material default under any such Agreement;

(c)  which was entered into otherwise than in the ordinary course of business;

(d)  which was entered into otherwise than by way of bargain at arm's length; or

(e)  which establishes any material joint venture, consortium, partnership
     distribution, agency, franchise, profit (or loss) sharing agreement or
     management agreement.

DEFAULTS

7.2 No Group Company has received written notice in the twelve months prior to
the date of this Agreement that it is in material default under any contract to
which it is a party; for this purpose, MATERIAL means a default which is likely
to have a cost to the Group of not less than L100,000.

8.   LITIGATION, INVESTIGATIONS AND COMPLIANCE WITH LAW

LITIGATION

8.1 No Group Company, or, so far as the Vendor is aware, any person for whose
acts or defaults any Group Company is vicariously liable, is a claimant or
defendant in or otherwise a party to any material civil or criminal litigation,
arbitration or administrative proceedings which are in progress or, so far as
the Vendor is aware, threatened in writing by or against it or affecting any of
the assets of the relevant Group Company. For this purpose:

(a)  MATERIAL shall mean proceedings which (if successful) are likely to result
     in a cost, benefit or value to the Group of not less than L100,000; and

(b)  there shall be excluded any proceedings for collection by a Group Company
     of debts arising in the ordinary course of business.

INVESTIGATIONS

8.2 No Group Company has received written notice in the twelve months prior to
the date of this Agreement of any material investigation by a Governmental
Entity concerning any Group Company which is in progress or pending and, so far
as the Vendor is aware, there any no circumstances which are likely to give rise
to such an investigation.

COMPLIANCE WITH LAW

8.3 Each of the Group Companies has at all material times conducted its business
and corporate affairs in such manner so that there have been no material
breaches of


                                                                         Page 56

its memorandum and articles of association, by-laws or other equivalent
constitutional documents in its jurisdiction of incorporation.

8.4 In the 18 months prior to the date of this Agreement:

(a)  each of the Group Companies has conducted its business and corporate
     affairs in all material respects in accordance with all applicable laws,
     legal duties, regulations or by-laws in each country in which such business
     is carried on save where such breach or default has not had and is not
     likely to have a cost (including, for these purposes, a loss of profit) to
     the Group of L750,000 or more; and

(b)  there has been no default by any Group Company under any order, decree or
     judgment of any court or any governmental or regulatory authority in any
     relevant jurisdiction where such default has had or is likely to have a
     cost (including, for these purposes, a loss of profit) to the Group of
     L750,000 or more.

8.5 No Group Company has delivered (which for the purposes of paragraphs 8.5 and
8.6 of this Part shall mean that the Relevant Product is no longer under the
control of a Vendor's Group company), or will deliver prior to Completion, any
Relevant Product that was manufactured in the 24 months prior to the date of
this Agreement and that contains any colorant which was at the time of
completion of the manufacture illegal or unapproved and which was known to the
food processing industry at that time to be a possible source of contamination
for products of a type similar to the Relevant Product in question.

8.6 So far as the Vendor is aware, no Group Company has delivered, or will
deliver prior to Completion, any Relevant Product that was manufactured in the
24 months prior to the date of this Agreement and that contains any colorant
which at the date of this Agreement is illegal or unapproved and which is at the
date of this Agreement known to the food processing industry to be a possible
source of contamination for products of a type similar to the Relevant Product
in question.

9.   INSOLVENCY ETC.

WINDING UP

9.1 No member of the Vendor's Group nor any Group Company has received any
written notice that an order has been made, petition presented or meeting
convened for, or has taken any action to commence, the winding up of the Vendor
or any Group Company (or equivalent proceeding in its jurisdiction of
incorporation) or for the appointment of any provisional liquidator (or
equivalent in the jurisdiction of its incorporation).

ADMINISTRATION AND RECEIVERSHIP

9.2 No member of the Vendor's Group nor any Group Company has received any
written notice concerning, or has taken any action to commence, the appointment
of a receiver (including any administrative receiver or the equivalent to a
receiver or


                                                                         Page 57

administrative receiver in the relevant jurisdiction) in respect of the whole or
any material part of the property, assets and/or undertaking of any Group
Company.

VOLUNTARY ARRANGEMENT ETC.

9.3 None of the Vendor, the Group Companies or any of their direct or indirect
holding companies has made any voluntary arrangement with or for the benefit of
its creditors generally.

INABILITY TO PAY DEBTS

9.4 No Group Company is unable to pay its debts within the meaning of section
123 of the Insolvency Act 1986. So far as the Vendor is aware, there is no
unsatisfied judgment or court order outstanding against any Group Company.

STRIKING OUT

9.5 So far as the Vendor is aware, no action is being taken by the Registrar of
Companies to strike any Group Company off the register under section 652 of the
Act.

10.  INSURANCE

11.1 In respect of the policies of insurance referred to in clause 16.1 of this
Agreement:

(a)  each policy of insurance is valid and enforceable and not void or voidable;

(b)  so far as the Vendor is aware, every actual or potential claim for an
     amount in excess of L50,000, or circumstances which could reasonably be
     expected to give rise to a claim for an amount in excess of L50,000, in
     respect of any Group Company under any policy of insurance has been
     notified to the insurers; and

(c)  the Vendor's Group has not done anything or, so far as the Vendor is aware,
     omitted to do anything, and will not do any voluntary act or deliberately
     omit to do anything which entitles the insurers under any policy of
     insurance to refuse indemnity in a material amount in respect of an any
     outstanding claim by a Group Company or any claim by a Group Company after
     Completion in respect of a Pre-Completion Event provided that nothing in
     this paragraph 11.1(c) shall require any member of the Vendor's Group to
     incur any cost or liability.

                           PART B PROPERTY WARRANTIES

1.   GENERAL

1.1 The Properties comprise all the land, premises and buildings owned,
controlled, vested, occupied or used by any Group Company or in relation to
which any Group Company has any estate, right or interest.


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1.2 The information in respect of the Properties set out in Schedule 8 is true
complete and accurate and not misleading in any material respect.

2.   POSSESSION AND OCCUPATION

A Group Company is in possession of the whole of each of the Properties and no
other person is in or actually or conditionally entitled to possession,
occupation, use or control of any of the Properties.

3.   TITLE

3.1 A Group Company has good and marketable title to each of the Properties
which is, where requisite, registered at the Land Registry, with title absolute
free from any restriction or notice or, in the event the Property is located in
a jurisdiction outside the United Kingdom, the equivalent Governmental Entity
responsible for recording title to real property in such other jurisdiction and
all original deeds and documents necessary to prove such title are in the
possession or under the control of such Group Company or are the subject of
binding acknowledgements for production.

3.2 No person has, or so far as the Vendor is aware claims, any security
interest, lien, option, right of pre-emption or other similar interest
(including any arising by statute) in or over any of the Properties or any
relevant deeds or documents.

3.3 No Property is affected by a subsisting contract for sale or other
disposition of any interest in it.

3.4 A Group Company is the sole legal and beneficial owner of, and absolutely
entitled to, each of the Properties and the proceeds of sale thereof and all
fixtures, fittings, plant and equipment at the Properties are owned absolutely
by a Group Company free from any encumbrance.

3.5 The statutory declarations sworn by Aubrey de Souza on 20 August 2004 and by
Andrew Oakley on 23 July 2004 in respect of Worcester Manufacturing Plant,
Midland Road, Worcester WR1 5DT are true and correct.

4.   ADVERSE INTERESTS

4.1 None of the Properties is subject, or so far as the Vendor is aware,
reasonably likely to become subject to any matter which would materially and
adversely affect the relevant Group Company's ability to continue to carry on
its existing business from any Property in the same manner as at present and no
Group Company is, or is so far as the Vendor is aware alleged to be, in material
breach of any covenant, restriction, condition or obligation (whether statutory
or otherwise) affecting the conduct of the existing business at or from the
Properties.

4.2 No Property is subject to an order, resolution or, so far as the Vendor is
aware, formal proposal for compulsory acquisition or located in an area which is
or, so far as the Vendor is aware, formally proposed to be subject to any
statutory or other order, which would affect the conduct of the existing
business at or from the Properties.


                                                                         Page 59

4.3 There is no person in possession or occupation of, or, so far as the Vendor
is aware, who has or claims a right or interest of any kind in, the Properties
adversely to the relevant Group Company's interest. A Group Company is entitled
to and has exclusive possession of the Properties.

5.   RIGHTS ETC.

5.1 So far as the Vendor is aware, each Property benefits from all easements,
rights and other contractual rights (if any) necessary for the continued use,
enjoyment and maintenance of such Property by the relevant Group Company for the
purpose of its existing business carried on at or from such Property.

5.2 Each utility service necessary for each Property's existing use is available
to the relevant Group Company.

5.3 The access to each Property is sufficient for the existing use of that
Property.

6.   OUTGOINGS

6.1 The Properties are not subject to the payment of any outgoings nor is any
Group Company actually or contingently liable to pay any sums in relation to any
Property other than the usual rates and taxes and, in respect of leasehold
Properties, any rent or other payments due under the relevant lease.

6.2 There is no outstanding liability for any rates, taxes or other outgoings in
respect of any of the Properties.

7.   DISPUTES

There are no current or, so far as the Vendor is aware, anticipated notices,
actions, disputes, complaints, liabilities, claims or demands relating to or in
respect of the Properties or their use, in each case which is material.

8.   PLANNING MATTERS

8.1 So far as the Vendor is aware the Properties which are stated in Schedule 8
to be held freehold and all uses of, and developments on, such Properties comply
with all Planning Legislation in all material respects.

8.2 No Permission in respect of any of the Properties which are stated in
Schedule 8 to be held freehold is for a limited period or personal.

8.3 So far as the Vendor is aware all Planning Legislation and all Permissions
or Statutory Agreements affecting any of the Properties which are stated in
Schedule 8 to be held freehold have been complied with to date in all material
respects.

8.4 No Group Company is subject to any material outstanding monetary claim or
liability arising under Planning Legislation or any Permission or Statutory
Agreement.

8.5 In this paragraph 8, the following words and expressions have the following
meanings:


                                                                         Page 60

(a)  PLANNING LEGISLATION means all ordinances, rules regulations and
     legislation intended to control or regulate the construction, demolition,
     alteration or use of land or buildings or to preserve or protect the
     national heritage and any orders, by-laws or regulations made or granted
     under any of them;

(b)  PERMISSION means any planning permission, approval or other equivalent
     consent, authorisation or licence given or deemed to be given pursuant to
     planning legislation and includes all conditions attached to it; and

(c)  STATUTORY AGREEMENT means any agreement or planning obligation under, as
     the case may be, Section 38 and Section 278 of the Highways Act 1980,
     Section 33 of the Local Government (Miscellaneous Provisions) Act 1982,
     Section 106 of the Town and Country Planning Act 1990, Section 104 of the
     Water Industry Act 1991, or to the extend relating to Property located in a
     jurisdiction other than the United Kingdom, any provision in legislation of
     a similar nature in such other jurisdiction.

                         PART C ENVIRONMENTAL WARRANTIES

ENVIRONMENTAL MATTERS

1.1 So far as the Vendor is aware, each Group Company is not and has not in the
past two years been in material breach of any Environmental Laws.

1.2 There are no claims or proceedings pending against any Group Company with
respect to any alleged material breach of Environmental Laws and, so far as the
Vendor is aware, no such claims or proceedings have been threatened in writing.

1.3 No written statutory complaints or statutory notices have been received by a
Group Company in the two years before the date of this Agreement alleging or
specifying any material breach of any Environmental Laws.

1.4 All material Environmental Consents have been obtained by the relevant Group
Company and, so far as the Vendor is aware, such Environmental Consents are
being complied with by the relevant Group Company in all material respects and
there are no written notices indicating that any material Environmental Consent
is to be revoked, suspended or not reviewed.

                     PART D INTELLECTUAL PROPERTY WARRANTIES

BUSINESS IP

1.1 Details of all of the Owned IP are set out in Schedule 9. The details are
correct. Without derogation from the generality of the foregoing, the beneficial
and legal owner or applicant for registration of each Intellectual Property
Right specified in Schedule 9 is correctly stated.

1.2 So far as the Vendor is aware, the Owned IP is valid and subsisting and all
renewal fees or necessary filings required to be taken in order to maintain the
Owned IP has been made.


                                                                         Page 61

1.3 So far as the Vendor is aware, none of the Owned IP is subject to any
opposition, invalidation, revocation or cancellation proceeding or any similar
proceeding or threat of proceeding and neither the Group Companies nor the
Vendor's Group has given nor received a written notice relating to such
proceedings in the last 12 months before the date of this Agreement.

1.4 No compulsory licences, licences of right or any similar such licences have
been granted by a Group Company for the Owned IP.

1.5 So far as the Vendor is aware, the Intellectual Property Rights owned by the
Group, the Licences In and the rights granted under the Amoy Trade Mark Licence
comprise all the Intellectual Property Rights necessary to allow the Group to
carry on the Business as it has been carried out in the 12 months prior to the
date of this Agreement in all material respects.

LICENCES IN AND LICENCES OUT

1.6 Copies or details of all material Licences In and all material Licences Out
have been disclosed to the Purchasers in the Data Room.

1.7 None of the Group Companies has, in the 12 months prior to the date of this
Agreement, received or issued a written notice in respect of a dispute arising
under a Licence In or a Licence Out.

NO INFRINGEMENT

1.8 So far as the Vendor is aware, none of the operations of the Group
materially infringes, misappropriates or violates the Intellectual Property
Rights of a third party.

1.9 None of the Group Companies nor the Vendor's Group has, in the twelve months
prior to the date of this Agreement, received a written notice from a third
party alleging that the operations of the Group infringe, misappropriate or
violate the Intellectual Property Rights of a third party or sent a written
notice alleging that a third party is infringing the Business IP or the material
Intellectual Property Rights of the Group.

1.10 So far as the Vendor is aware, no third party is infringing,
misappropriating or violating the Business IP or the material Intellectual
Property Rights of the Group.

ENCUMBRANCES

1.11 The Owned IP is not subject to any assignment, security interest, option,
pledge, co-existence agreement, mortgage, charge or lien.

LOSS OF INTELLECTUAL PROPERTY RIGHTS

1.12 So far as the Vendor is aware, neither the Business IP nor the material
Intellectual Property Rights of the Group, nor any of the Group's rights under
the Licences In or Licences Out will be rendered liable to termination by virtue
of the performance of this Agreement.


                                                                         Page 62

KNOW-HOW

1.13 So far as the Vendor is aware, on Completion the Group will have in its
possession all the Know-How relating to the products currently produced,
developed or manufactured by the Group necessary to allow the Group to carry on
the Business as it was carried on in the 12 months before the date of this
Agreement.

DATA PROTECTION

1.14 None of the Group Companies has, in the twelve months prior to the date of
this Agreement, received a written notice alleging that the Group has not
complied with applicable data protection laws.

1.15 The Group Companies are not bound under the documents listed in the Data
Room under the HP Foods Ltd section, in documents E3.4, E3.6, E3.7 and E6.7 by
any material restriction or limitation on their right to use, enforce, exploit,
license or register the Business IP in the territories covered by such documents
nor by any obligation or requirement to disclose any of their material
confidential information or Know-How to any third party, outside of the ordinary
course of business or in a way which is materially prejudicial to the Business.

                    PART E INFORMATION TECHNOLOGY WARRANTIES

INFORMATION TECHNOLOGY

1.1 The Internal IT Systems are either owned by, or properly licensed or leased
to, the Group Companies. None of the Group Companies has, in the twelve months
prior to the date of this Agreement, received written notice from a third party
alleging that a Group Company is in default under licences or leases relating to
the Internal IT Systems.

1.2 Copies or details of all material licences and leases relating to the
Internal IT Systems have been disclosed to the Purchasers in the Data Room.

1.3 The Group has not authorised a third party to modify, reverse engineer or
create derivative works of software or systems licensed by the Group to third
parties or included in the Internal IT Systems, where this would be in breach of
a licence or lease from a third party in respect of the Internal IT Systems.

1.4 So far as the Vendor is aware, the Group Companies shall be entitled to
continue to use the Internal IT Systems notwithstanding the Proposed Transaction
without the additional consent of any third party.

                         PART F DIRECTORS AND EMPLOYEES

DIRECTORS AND EMPLOYEES

1.1 The Disclosure Letter contains materially complete, accurate and up to date
details of:


                                                                         Page 63

(a)  the total number of Employees of each Group Company including those who are
     on long-term leave of absence and who have or may have a right to return to
     work with a Group Company; and

(b)  the grade, period of continuous employment, identity of current employer,
     location, notice period or term of employment (save in respect of US
     Employees), salary, bonus payments, and age (save in respect of US
     Employees whose employment is at will).

1.2 Materially complete and accurate copies of the following have been disclosed
to the Purchasers:

(a)  standard terms and conditions of employment and applicable benefits of
     general application;

(b)  the contract of employment of each Senior Employee;

(c)  the terms of all current applicable recognition, procedural, collective or
     other Agreements between a Group Company and any trade union or other body
     representing the Employees or any of them;

(d)  all current applicable redundancy, termination or severance policies
     (whether contractual or discretionary);

(e)  the terms of all share incentive schemes, share option schemes or profit
     sharing bonus or other incentive schemes applicable to any of the
     Employees.

1.3 So far as the Vendor is aware, no Group Company has entered into any
arrangement or agreement imposing an obligation on a Group Company to provide to
the Employees at any future date any share incentive, share option, profit
related pay, profit share bonus or other incentive scheme, nor an obligation to
materially vary any existing scheme.

1.4 All contracts of employment with any Employee can be terminated by six
months' notice or less without giving rise to a claim for damages, severance pay
or compensation (other than a statutory redundancy payment or statutory
compensation for unfair dismissal).

1.5 So far as the Vendor is aware, in the 12 months prior to the date of this
Agreement, no payment has been made or promised to be made or benefit given or
promised to be given by a Group Company in connection with the variation of any
contract of employment of any Senior Employee.

1.6 None of the Senior Employees has given or has been given notice of
termination of his/her employment as at the date of this Agreement.

1.7 In the twelve months prior to the date of this Agreement there have been no
material disputes between any Group Company and any trade union or other body
representing the Employees or any industrial action of the Employees materially
affecting any Group Company and, so far as the Vendor is aware, no fact or


                                                                         Page 64

circumstances exist which might reasonably be expected to give rise to such a
material dispute.

1.8 There are no outstanding written applications to any Group Company for trade
union recognition or de-recognition relating to any of the Employees.

1.9 Save as disclosed to the Purchasers, there is no term of employment for any
Senior Employee which provides that the sale of a Group Company entitles the
Senior Employee to treat the sale of such Group Company as a breach of contract
or entitles him to any payment or benefit on such sale.

1.10 In the twelve months prior to the date of this Agreement, no Group Company
has received written notice of any claim in the Employment Tribunal or the
Industrial Tribunal or a court of law in relation to any Employee or former
employee which is material to that Group Company and, so far as the Vendor is
aware, no Group Company is involved in any active, pending or threatened court,
tribunal or arbitration proceedings in respect of any current or former
Employee, worker or consultant of any Group Company which is material to that
Group Company.

1.11 No Group Company has, during the 12-month period ending on the date of this
Agreement:

(a)  given notice of redundancies to any relevant regulatory or government body
     or started consultations with appropriate representatives under Chapter II
     of Part IV of the Trade Union and Labour Relations (Consolidation) Act
     1992; or

(b)  been a party to a relevant transfer (as defined in Directive 77/187/CC as
     amended or equivalent in each local jurisdiction).

1.12 Each of Group Companies has complied in all material respects with each
obligation imposed on it by, and each order and award made under, statute,
regulation, code of conduct and practice and collective agreement relevant to
the relations between it and the Employees.

                            PART G PENSION WARRANTIES

1.   DISCLOSURE

The Vendor or its advisers has disclosed to the Purchasers or their advisers:

(a)  copies of the trust deed and rules governing the Pension Schemes together
     with all material separate agreements between the Trustees and any Group
     Company in relation to funding of the Pension Schemes, member booklets and
     in respect of the US Pension Schemes, summary plan descriptions (as
     applicable);

(b)  copies of all benefit announcements and correspondence (if any) under which
     members of the Pension Schemes are granted special benefits not documented
     in the trust deed and rules governing the Pension Schemes;


                                                                         Page 65

(c)  a copy of the Actuarial Valuations and copies of any Forms 550 filed in
     respect of the US Pension Schemes;

(d)  a list as at April 2005 of the active, deferred and pensioner members of
     the Pension Schemes and Personal Pensions with all particulars necessary to
     establish their entitlement to benefits; and

(e)  the information at A to C of Schedule 13, which: (i) has been prepared in
     good faith; (ii) has been prepared with reasonable skill and care; and
     (iii) has been properly extracted in all material respects from the
     employment records of the Group Companies.

2.   ARRANGEMENTS

Other than the relevant state pension scheme, the Pension Schemes and the
Personal Pensions are the only arrangements under which the Companies, in
respect of any past or present Employee, provide or are liable in respect of any
past or present Employee to provide relevant benefits (as defined in section
612(1) of the Taxes Act or other appropriate statutory provisions in the
relevant state or jurisdiction).

3.   REVENUE APPROVAL AND CONTRACTING-OUT

3.1 Each of the Pension Schemes has exempt approval within the meaning of
Chapter I of Part XIV of the Taxes Act, or approval or qualification by, and/or
due registration with, the appropriate taxation, social security, supervisory,
fiscal or other applicable regulatory authorities in the relevant state or
jurisdiction relating to its tax approved, favoured or qualified status in the
relevant state or jurisdiction.

3.2 A contracting-out certificate (within the meaning of section 7 of the
Pension Schemes Act 1993 (UK)) is in force in respect of the UK Pension Scheme.

4.   CONTRIBUTIONS

All amounts due and payable by the Group Companies with respect to any of the
Pension Schemes, Personal Pensions or the relevant state pension schemes have
been paid.

5.   DISPUTES

In the 12 months prior to the date of this Agreement, neither the Vendor nor, so
far as the Vendor is aware, the Trustees or the Group Companies have been a
party to any material litigation or received written notice of any material
claim (other than routine claims for benefits) having been made or threatened by
any Employee against the Group Companies or the Trustees in relation to the
Pension Schemes or the Personal Pensions which remains unresolved.

6.   FUNDING

The Vendor is not aware of any action having been taken (except in the ordinary
course of operation of the relevant Pension Scheme) by the Vendor, the Trustee
or the


                                                                         Page 66

Group Companies since the dates of the Actuarial Valuations that would have a
materially adverse effect on the funding position of the relevant Pension
Schemes as disclosed in the Actuarial Valuations.

7.   PERSONAL PENSION SCHEMES

Save for the Personal Pensions, the Group Companies have no obligation or
liability (actual or contingent, present or future) to contribute to any
personal pension scheme (as defined in section 630 of the Taxes Act or other
appropriate statutory provisions in the relevant state or jurisdiction) in
respect of any of its Employees.

8.   COMPLIANCE

The Pension Schemes and Personal Pensions have at all times been administered in
all material respects in compliance with their trust deed and rules (or other
governing documentation), all applicable laws, regulations and government
taxation and government minimum funding requirements.

                              PART H TAX WARRANTIES

Any reference to "the last six years" in this Part H shall be read as including
the whole of any accounting period ending within the last six years. In the case
of tax a jurisdiction other than the United Kingdom, however, any reference to
"the last six years" in this Part H shall be read to be "the last x years",
where X corresponds to the statutory limitation period applicable to tax
liabilities in such jurisdiction, and shall be read as including the whole of
any accounting period ending within the last x number of years.

1.   RETURNS

So far as the Vendor is aware, each Group Company has within the last six years
made all material returns and supplied all other material information required
to be supplied to all relevant tax authorities.

2.   DISPUTES AND INVESTIGATIONS

So far as the Vendor is aware, no Group Company is involved in any material
current dispute with any tax authority or is or has in the last six years been
the subject of any investigation or non-routine visit by any tax authority that
has resulted in an adjustment to its tax return and, so far as the Vendor is
aware, no Group Company has as a result of such material dispute investigation
or non-routine visit become liable to pay any penalty, surcharge, fine or
interest in respect of tax.

3.   RESIDENCE

So far as the Vendor is aware, each Group Company is and has at all times in the
last six years been resident in its country of incorporation for tax purposes
and is not and


                                                                         Page 67

has not at any time in that period been treated as resident in any other
jurisdiction for any tax purpose (including any double taxation arrangement).

4.   TREASURY CONSENTS

So far as the Vendor is aware, no Group Company has in the last six years
carried out or caused or permitted to be carried out any of the transactions
specified at the relevant time in section 765(1) of the Taxes Act otherwise than
with the prior consent of H.M. Treasury in the United Kingdom or specified at
the relevant time in section 765A of the Taxes Act without having duly provided
the required information to the HM Revenue and Customs.

5.   VALUE ADDED TAX

5.1 In relation to each Group Company, so far as the Vendor is aware:

(a)  it is registered for the purposes of VAT, has been so registered at all
     times in the last three years that it has been required to be registered by
     VAT legislation, and such registration is not subject to any conditions
     imposed by or agreed with H.M. Revenue & Customs in the United Kingdom; and

(b)  it has complied with and observed in all material respects the terms of VAT
     legislation in the last three years.

5.2 For the purposes of this paragraph 5, the expression VAT LEGISLATION shall
include the Value Added Tax Act 1994 (UK) and all other enactments in relation
to VAT and all notices, provisions and conditions made or issued thereunder,
including the terms of any Agreement reached with H.M. Revenue & Customs. This
paragraph 5 shall apply, with appropriate modifications (including the
definition of VAT legislation), to any equivalent sales or turnover tax in any
jurisdiction other than the United Kingdom to which any Group Company is
subject.

6.   OTHER TAX WARRANTIES

6.1 Neither the execution nor the performance of, nor any action taken in
pursuance of, this Agreement, nor the satisfaction of any condition to which
this Agreement is subject, nor any other event, transaction, act or omission
since the Accounts Date will result in any asset of the Group Company being
deemed to have been disposed of and reacquired under section 179 of the TCGA or
paragraph 58 of Schedule 29 to the Finance Act 2002.

6.2 Neither the execution nor the performance of, nor any action taken in
pursuance of, this Agreement nor the satisfaction of any condition to which this
Agreement is subject, nor any other event, transaction, act or omission since
the Accounts Date will result in:

(a)  stamp duty becoming payable by a Group Company by virtue of section 111 or
     113 of the Finance Act 2002; or


                                                                         Page 68

(b)  stamp duty land tax becoming payable by a Group Company by virtue of
     paragraph 3, 4, 9 or 11 of Schedule 7 to the Finance Act 2003.

6.3 No Group Company holds an estate or interest in land that was transferred to
it by an instrument which:

(a)  was executed in the three years ending on the date of this Agreement; and

(b)  was stamped on the basis that group relief, or relief under section 76 of
     the Finance Act 1986, applies; or

(c)  is derived from an estate or interest that was so transferred.

For the purposes of this warranty 6.3:

     "group relief" means relief under any of the following provisions, namely
     section 42 of the Finance Act 1930, section 11 of the Finance Act (Northern
     Ireland) 1954 and section 151 of the Finance Act 1995;

     "executed", "instrument" and "stamped" shall be construed in accordance
     with the Stamp Act 1891; and

     references to the transfer of land include the grant or surrender of an
     estate or interest in or over land.

6.4 The US Subsidiary is the parent of an affiliated group that includes solely
Westminster Condiments, Inc. and is the common parent of a consolidated group
including Westminster Condiments, Inc. for US federal income tax purposes. Prior
to 31 December 2002, Lea & Perrins of America, Inc., a Delaware corporation,
wholly owned the US Subsidiary and was the common parent of a consolidated group
including only the US Subsidiary and Westminster Condiments, Inc. for US federal
income tax purposes. Lea & Perrins of America, Inc. merged with and into the US
Subsidiary on 31 December 2002 (whereby the separate corporate existence of Lea
& Perrins of America, Inc. ceased with the US Subsidiary as the surviving
corporation). Neither the US Subsidiary nor Westminster Condiments, Inc. has
been a member of any other affiliated, consolidated, combined unitary or similar
group for tax purposes. The US Subsidiary is not at this time a party to any tax
sharing, tax allocation or tax indemnity agreement.

6.5 To the best knowledge of the Vendor, the US Subsidiary is not and has never
been a party to any understanding or arrangement described in section
6662(d)(C)(ii) of the Code or any "reportable transaction" within the meaning of
Treasury Regulation section 1.6011-4(b) (other than of Treasury Regulation
section 1.6011-4(b)(5) or (6)).

6.6 The US Subsidiary is not and will not be obligated to make any payments in
connection with the transactions contemplated by this Agreement that will not be
deductible under Section 280G of the Code.


                                                                         Page 69

6.7 The US Subsidiary will not be required to include for a tax period (or
portion thereof) beginning after the Completion Date taxable income attributable
to income economically realized in a tax period (or portion thereof) ending on
or prior to the Completion Date and arising from an event or transaction
occurring prior to the Completion Date.

6.8 The US Subsidiary is not and has not been within the last five years a
United States real property holding corporation (within the meaning of Section
897 of the Code).

6.9 No Group Company is or has been a controlled foreign corporation (within the
meaning of Section 957 of the Code), a passive foreign investment company
(within the meaning of Section 1297 of the Code) or a foreign personal holding
company (within the meaning of Section 551 of the Code).

6.10 No Group Company other than the US Subsidiary is engaged in the conduct of
a trade or business in the US (within the meaning of section 864(b) and 882(a)
of the Code).

6.11 No Group Company will have any liability after the Completion Date in
respect of any written or unwritten tax sharing, tax allocations or tax
indemnity agreement executed or agreed prior to the Completion Date.

6.12 So far as the Vendor is aware, no asset of any Group Company has any
"held-over gain" (as referred to in section 154 of the TCGA) to which section
154(2) of the TCGA applies.

                          PART I COMPETITION/ANTITRUST

1.1 So far as the Vendor is aware, no Group Company is subject to any
investigation, inquiry, proceedings, report or reference by any Competition
Authority.

1.2 So far as the Vendor is aware, no Group Company is subject to any
enforceable undertaking or assurance given to, or order given by, any
Competition Authority.

1.3 So far as the Vendor is aware, no Group Company is, or has during the last 5
years been, a party to any agreement, arrangement or concerted practice that
infringes Article 81 or Article 82 of the EC Treaty or equivalent legislation in
any jurisdiction in which any Group Company carries on business.

1.4 So far as the Vendor is aware, no Group Company has in the last 2 years been
notified of, or threatened with, or is currently engaged in, any litigation in
any court in any jurisdiction in which any Group Company carries on business
involving a claim relating to Article 81 or Article 82 of the EC Treaty or
equivalent legislation.


                                                                         Page 70

                                   SCHEDULE 5

                             PURCHASERS' WARRANTIES


                                                                         Page 71

                                   SCHEDULE 6

                              LIMITATIONS ON CLAIMS

GENERAL

1.1 The provisions of this Schedule 6 shall operate to limit or reduce the
liability of the Vendor in accordance with the terms thereof.

TIME LIMITS

1.2 The Vendor shall not be liable for any Relevant Claim unless the Vendor
receives from the Purchasers written notice containing such details of the
Relevant Claim as are then available to the Purchasers (on a without prejudice
basis), including the Purchasers' then best estimate of the amount thereof:

(a)  in the case of a Relevant Claim other than a Tax Claim or an Environmental
     Claim or a claim under paragraphs 8.5 or 8.6 of Part A of Schedule 4 on or
     before the date falling 12 calendar months after Completion;

(b)  in the case of an Environmental Claim the date falling on or before the
     date falling two years after Completion;

(c)  in the case of a claim in respect of any breach of the Vendor Warranties
     set out in paragraphs 8.5 or 8.6 of Part A of Schedule 4 on or before the
     date falling 9 calendar months after Completion; or

(d)  in the case of a Tax Claim (other than a Tax Claim relating to a US
     Federal, State or local tax matter), on or before the date falling one
     month after the sixth anniversary from the end of the accounting period of
     the Group Company concerned in which Completion occurs and, in the case of
     a Tax Claim relating to a US Federal, State or local tax matter, on or
     before the date falling one month after the expiration of the applicable
     statute of limitations.

MINIMUM THRESHOLD FOR EACH CLAIM

1.3 The Vendor shall not have any liability in respect of any Relevant Claim
(and for these purposes a number of Relevant Claims arising out of the same
subject matter, facts, events or circumstances may be aggregated and form a
single Relevant Claim) other than in respect of any Computed Tax Liability (as
defined in Schedule 11) unless the liability of the Vendor in respect of such
claim exceeds L75,000. For the avoidance of doubt, amounts for which the Vendor
has no liability, or by which the Vendor's liability is reduced, as a
consequence of the operation of this Schedule 6 shall not be capable of
constituting a Relevant Claim or increasing the amount thereof for the purpose
of this paragraph 1.3.

1.4 Other than in respect of any Computed Tax Liability (as defined in Schedule
11), no liability shall attach to the Vendor in respect of any Relevant Claim
unless the aggregate amount of the liability of the Vendor to the Purchasers in
respect


                                                                         Page 72

of all Relevant Claims exceeds L5,000,000, in which event the Vendor shall be
liable (subject always to the other provisions of this paragraph 1.4) only for
the excess over L2,500,000. For the avoidance of doubt, amounts for which the
Vendor has no liability, or by which the Vendor's liability is reduced, as a
consequence of the operation of this Schedule 6 shall not be capable of being
aggregated as a Relevant Claim or part thereof with other Relevant Claims for
the purposes of this paragraph 1.4 of Schedule 6.

MAXIMUM LIABILITY OF VENDOR

1.5 The total aggregate liability of the Vendor in respect of all Relevant
Claims (including, for the avoidance of doubt, claims under paragraphs 1.6 and
1.7 below) shall not exceed L300 million.

1.6 The total aggregate liability of the Vendors in respect of all claims under
paragraphs 8.5 and 8.6 of Part A of Schedule 4 shall not exceed L75,000,000.

1.7 The total aggregate liability of the Vendors under this Agreement for
Consequential Loss (save for such amount of Consequential Loss, if any, as may
be recoverable under paragraphs 8.5 or 8.6 of Part A of Schedule 4) shall not
exceed L100,000,000.

NO LIABILITY IF LOSS RESERVED FOR, TAKEN ACCOUNT OF/WHERE LOSS CAUSED BY
ACCOUNTING OR TAX POLICIES

1.8 The Vendor shall not be liable for any Relevant Claim (other than a Tax
Claim) in respect of any matter to the extent that:

(a)  allowance, provision or reserve has been made for such matter in the
     Accounts or the Completion Statement, or such matter was taken into account
     in the preparation of the Accounts or the Completion Statement;

(b)  payment or discharge of the relevant matter has been made before Completion
     or was taken into account in the preparation of the Completion Statement;
     or

(c)  such Relevant Claim arises or, such Relevant Claim otherwise having arisen,
     is increased as a result of any change made after Completion in any
     accounting or taxation policies or practice (including any tax reporting
     practice) or the length of any accounting period for tax or other purposes,
     of any Group Company, the Purchasers or any other company in the same group
     of companies as the Purchasers other than (as regards any Group Company) a
     change which is necessary to comply with the law or any generally accepted
     accounting principles applicable to the Group Company at Completion.

PURCHASERS MUST CLAIM AGAINST THIRD PARTIES

1.9 A Where a Group Company is or the Purchasers are entitled (whether by reason
of insurance or payment discount or otherwise) to recover from some other person
any sum in respect of tax or any other liability, loss or damage (the RELEVANT
LOSS) the subject of a Relevant Claim (other than a Tax Claim) against the
Vendor or for which


                                                                         Page 73

such a Relevant Claim could be made (and whether before or after the Vendor has
made payment hereunder), the Purchasers shall promptly notify the Vendor and
provide such information as it may require relating to such liability or dispute
and the steps taken or to be taken by the Purchasers or the Group Company in
connection with it and, if so required by the Vendor and on the Vendor providing
proper indemnities in respect of all costs and expenses to be incurred
(excluding, for the avoidance of doubt, any costs and expenses relating to the
terms or availability of insurance at any time), the Purchasers shall, and shall
procure that any Group Company shall, before seeking to recover any amount from
the Vendor under this Agreement (other than pursuant to the Tax Covenant), first
take all steps (whether by way of a claim against its insurers or otherwise)
including, but without limitation, proceedings as the Vendor may reasonably
require to enforce such recovery (including, without limitation, notifying any
claims against an insurer in accordance with the terms of the relevant policy
and using all reasonable endeavours to recover from such insurer pursuant to
such claim) and shall keep the Vendor informed of the progress of any action
taken and thereafter any claim against the Vendor shall be limited (in addition
to the limitations on the liability of the Vendor referred to in this paragraph)
to the amount by which the loss or damage suffered by the Purchasers as a result
of such breach shall exceed the amount so recovered provided that nothing in
this paragraph shall oblige the Purchasers to take any steps (except in relation
to pursuing recovery under any policy of insurance) to recover any sum which is
likely to materially adversely affect the business of the Purchasers or the
Group.

1.9B If the Purchasers and/or a Group Company has sought for a period of 12
months to recover the Relevant Loss from an insurer or other third party but has
not recovered the Relevant Loss in full:

(a)  it shall no longer be precluded by virtue of paragraph 1.9A from seeking to
     recover an unrecovered amount from the Vendor under this Agreement; and

(b)  it shall remain obliged to take all steps as the Vendor may reasonably
     require to enforce recovery against the relevant insurer or third party
     (and to keep the Vendor informed) as described in paragraph 1.9A above.

If the Purchaser and/or Group Company recovers an amount from the insurer or
other third party in respect of the Relevant Loss, the claim against the Vendor
shall be reduced by the amount so recovered. If the Purchaser and/or Group
Company recovers an amount from the insurer or other third party in respect of
the relevant Loss after it has recovered an amount referable thereto from the
Vendor, the provisions of paragraph 1.10 shall apply.

PURCHASERS MUST CREDIT AMOUNTS RECEIVED FROM THIRD PARTIES

1.10 If the Vendor pays to the Purchasers an amount in discharge of a Relevant
Claim (other than a Tax Claim) and the Purchasers or any Group Company
subsequently recovers (whether by payment, discount, credit, relief or
otherwise) from a third party (including any insurer or taxation authority) a
sum which is referable to such Relevant Claim, the Purchasers shall (or, as
appropriate, shall procure that such Group Company shall) forthwith repay to the
Vendor:


                                                                         Page 74

(a)  an amount equal to the sum recovered from the third party less any
     reasonable out-of-pocket costs and expenses incurred by the Purchasers or
     the Group Company in recovering the same; or

(b)  if the figure resulting under paragraph (a) above is greater than the
     amount paid by the Vendor to the Purchasers in respect of such Relevant
     Claim, such lesser amount as shall have been so paid by the Vendor;

so as to leave the Purchasers (taking into account the amounts received from the
third party and from the Vendor and those payable to the Vendor under this
paragraph) in no better or worse position than they would have been in (subject
always to the other provisions of this paragraph 1.10) had such Relevant Claim
not arisen in the first place.

NO LIABILITY FOR CONTINGENT CLAIMS

1.11 If any Relevant Claim shall arise by reason of some liability which at the
time that the Relevant Claim is notified to the Vendor is contingent only, the
Vendor shall not be under any obligation to make any payment to the Purchasers
thereunder unless and until such time as such contingent liability ceases to be
so contingent. This is without prejudice to the right of Purchasers to give
notice of the Relevant Claim in accordance with paragraph 1.1 and to issue and
serve proceedings in respect of it before such time. For the avoidance of doubt,
the fact that the liability may not have become an actual liability by the
relevant date provided in paragraph 1.2 shall not exonerate the Vendor from
liability in respect of any Relevant Claim properly notified before that date.

NO CLAIM WHERE INSURANCE ALLOWED

1.12 The Vendor shall not be liable in respect of any Relevant Claims to the
extent that the amount of such Relevant Claim is recovered under a policy of
insurance in force at the date of this Agreement (and for the avoidance of doubt
the Purchasers shall, and shall procure that any Group Company shall, notify any
claims against insurers in accordance with the terms of the relevant policy and
use all reasonable endeavours to recover from such insurer in respect of such
claim) or would have been recoverable if after Completion the Group Companies
were insured under the same cover applying to the Purchasers' Group's other food
businesses.

PURCHASERS TO PROVIDE ACCESS TO WORKING PAPERS

1.13 Upon any Relevant Claim other than a Tax Claim being made, the Purchasers
shall use all reasonable endeavours to, and shall co-operate to procure that
each Group Company shall use all reasonable endeavours to, make available to
accountants and others appointed by the Vendor such relevant records and
information as the Vendor reasonably requests in connection with such Relevant
Claim (including the position under the provisions contained in paragraph 1.8)
and the Purchasers shall, and shall use all reasonable endeavours to procure
that each Group Company shall, use all reasonable endeavours to procure that the
auditors (both past and then current) of the Group make available to the Vendor
and to accountants and others appointed by the Vendor their audit working papers
in respect of the audit of any Group Company's


                                                                         Page 75

accounts for any relevant accounting period in connection with such Relevant
Claim. Such access shall be required only within Working Hours and on reasonable
notice and shall be at no external cost or expense to the Purchasers or any
member of the Purchasers' Group.

NO CLAIMS FOR LOSS OCCASIONED BY VOLUNTARY ACTS OUTSIDE ORDINARY COURSE

1.14 The Vendor shall not be liable for any Relevant Claims other than Tax
Claims (or where such a Relevant Claim is increased, the increase) which would
not have arisen but for a voluntary act, deliberate omission or transaction
carried out after:

(a)  the date hereof by the Purchasers or their respective directors, employees
     or agents, each otherwise than in the ordinary and usual course of business
     of a Group Company as carried on up to Completion; or

(b)  the date of Completion by a Group Company or their respective directors,
     employees or agents, each otherwise than in the ordinary and usual course
     of business of a Group Company as carried on as at Completion.

1.15 For the purposes of paragraph 1.14, an act or omission shall not be
regarded as "voluntary" or "deliberate" if it is done or effected:

(a)  at the request or with the consent of the Vendor; or

(b)  in order to comply with any law or regulation or any legal or regulatory
     obligation then in force, or any contractual obligation of a Group Company
     in force at Completion, and applicable to the Purchasers or relevant Group
     Company.

VENDOR NOT LIABLE FOR RETROSPECTIVE LEGISLATION, DECISIONS

1.16 Save as specified in paragraph 8.6 of Part A of Schedule 4, the Vendor
shall not be liable in respect of any Relevant Claim (other than a Tax Claim) to
the extent that such Relevant Claim is attributable to, or such Relevant Claim
otherwise having arisen, is increased as a result of any legislation not in
force at the date hereof or any change of law (or a change in interpretation or
decision having retrospective effect or the basis of case law), regulation,
directive or requirement or administrative practice (including but not limited
to the practice of any tax authority) which takes effect retroactively or occurs
as a result of any change in the rates of taxation made after Completion or a
decision that any national laws in force at the time did not comply with
European Union law in force at the relevant time.

THIRD PARTIES MAY NOT CLAIM

1.17 The Vendor Warranties and claims arising under the Tax Covenant or under or
in connection with any provision of this Agreement shall be actionable only by
the Purchasers and no other party (for the avoidance of doubt, whether or not a
member of the Purchasers' Group) shall be entitled to make any claim or take any
action whatsoever against the Vendor under or arising out of or in connection
with this Agreement or the Tax Covenant.


                                                                         Page 76

PURCHASERS MUST GIVE PROMPT NOTICE OF CLAIMS; REMEDY PERIOD

1.18 A breach of the Vendor Warranties which is capable of remedy shall not
entitle the Purchasers to compensation unless the Vendor is given written notice
of such breach within 30 days after the Purchasers become aware of it and such
breach is not remedied within 30 days after the date on which such notice is
served on the Vendor. If such a breach has not been remedied within that 30 day
period, then the date on which notice of a Relevant Claim in respect of that
breach shall be deemed to have been given to the Seller for the purpose of
paragraph 1.2 above shall be the date on which notice was given under this
paragraph 1.18.

PURCHASERS MAY NOT RECOVER SAME LOSS TWICE

1.19 The Purchasers shall not be entitled to recover damages or obtain payment,
reimbursement, restitution or indemnity more than once in respect of any one
liability, loss, cost, shortfall, damage, deficiency, breach or other set of
circumstances which gives rise to more than one claim under this Agreement.

DAMAGES ARE SOLE REMEDY; NO RESCISSION

1.20 The sole remedy against the Vendor for any breach of any of the Vendor
Warranties, any other breach of this Agreement by the Vendor or any event giving
rise to liability on the Vendor under the Tax Covenant shall be an action for
damages and the Purchasers shall not be entitled to rescind or terminate this
Agreement in any circumstances whatsoever, other than any such rights in respect
of fraud.

NOTHING TO RESTRICT PURCHASERS' DUTY TO MITIGATE

1.21 Nothing in this Schedule 6 shall in any way restrict or limit the general
obligation at law of the Purchasers and, following Completion, any member of the
Purchasers' Group to mitigate any loss or damage which it may suffer in
consequence of any breach by the Vendor of the terms of this Agreement (other
than under the Tax Covenant) or any fact, matter, event or circumstance likely
to give rise to a Claim (other than under the Tax Covenant).

WAIVER OF RIGHT OF SET-OFF

1.22 The Purchasers hereby waive and relinquish any right of set-off or
counterclaim, deduction or retention which the Purchasers might otherwise have
in respect of any Claim out of any payments which the Purchasers may be obliged
to make (or procure to be made) to the Vendor pursuant to this Agreement or
otherwise.

NO WINDFALL

1.23 In calculating the liability of the Vendor in respect of any Relevant Claim
other than a Tax Claim, there shall be taken into account the value of any
quantifiable cash benefit accruing to any member of the Purchasers' Group or any
Group Company as a result of the matter or circumstances giving rise to such
Relevant Claim pursuant to which any amounts are recovered, including, without
prejudice to the generality of the foregoing, any amount of any tax relief
obtained by any member of


                                                                         Page 77

the Purchasers' Group or any Group Company and any amount by which any tax for
which any member of the Purchasers' Group or Group Company is liable to be
assessed or made accountable is reduced or extinguished arising in consequence
of such matter or circumstances.

SPECIFIC CLAIMS

1.24 The Purchasers acknowledge and agree that the only Vendor Warranties which
shall apply in relation to:

(a)  property matters shall be those set out in Part B of Schedule 4;

(b)  environmental matters shall be those set out in Part C of Schedule 4 (and,
     for the avoidance of doubt, this does not include product liability
     matters)

(c)  intellectual property matters and Intellectual Property Rights shall be
     those set out in Part D of Schedule 4;

(d)  information technology matters shall be those set out in Part E of Schedule
     4;

(e)  employment matters shall be those in Part F of Schedule 4;

(f)  pensions matters shall be those set out in Part G of Schedule 4;

(g)  tax shall be the Tax Warranties set out in Part H of Schedule 4; and

(h)  competition/anti-trust matters shall be those set out in Part I of Schedule
     4,

except that none of the restrictions in this paragraph 1.24 shall apply to limit
any Relevant Claim for breach of the Warranties contained in paragraphs 2.1 to
2.4 (The Accounts), paragraphs 2.5 to 2.7 (Books of Account), paragraphs 2.8(a)
and (b) (Position since Accounts Date), paragraph 3 (Financial Debt), paragraph
4 (Guarantees and Indemnities), paragraph 8 (Litigation), or paragraph 9
(Insolvency etc.) of Part A of Schedule 4.

1.25 The Purchasers acknowledge and agree that the only Vendor Warranties which
shall apply in relation to contamination by any illegal or unapproved colorant
shall be those set out in paragraphs 8.5 or 8.6 of Part A of Schedule 4.


                                                                         Page 78

                                   SCHEDULE 7

                             COMPLETION ARRANGEMENTS

                         PART A : COMPLETION OBLIGATIONS


                                                                         Page 79

                                   SCHEDULE 8

                                PROPERTY DETAILS


                                                                         Page 80

                                   SCHEDULE 9

                              INTELLECTUAL PROPERTY

                                    OWNED IP


                                                                         Page 81

                                   SCHEDULE 10
                      POST-COMPLETION FINANCIAL ADJUSTMENTS

                                    PART A :
                                   PRELIMINARY

1. This Schedule sets out provisions relating to:

(a)  certain specific accounting treatments which shall apply for the purposes
     of the Completion Statement (Part B);

(b)  procedures and other provisions relating to the preparation and settlement
     of the Completion Statement (Part C); and

(c)  financial adjustments (to the extent applicable) to each Initial Share
     Price in respect of Working Capital, External Debt, Cash and Intra-Group
     Payables/Receivables when the Completion Statement has been finally agreed
     or otherwise determined (Part D).

2. In preparing the Completion Statement:

(a)  the items and amounts to be included in the calculation of External Debt,
     Cash, Intra-Group Payables, Intra-Group Receivables and Working Capital for
     the purposes of the Completion Statement shall be identified by applying
     the relevant definition in clause 1 of this Agreement (subject, where
     applicable, to paragraphs 3 and 4 of Part A of this Schedule);

(b)  in applying each such definition and the provisions of paragraphs 3 and 4
     of Part A of this Schedule and determining which items and amounts are to
     be included in the Completion Statement:

     (i)  to the extent that the treatment or characterisation of the relevant
          item or amount is dealt with in the Specific Accounting Treatments,
          the relevant Specific Accounting Treatment(s) shall apply;

     (ii) to the extent that the treatment or characterisation of the relevant
          item or amount is not dealt with in the Specific Accounting Treatments
          but is dealt with in the Accounting Principles, the applicable
          Accounting Principle(s) shall apply (including in relation to the
          exercise of accounting discretion and judgement); and

     (iii) to the extent that the treatment or characterisation of the relevant
          item or amount is not dealt with in either the Specific Accounting
          Treatments or the Accounting Principles, the relevant Danone
          accounting policies in place as at 1 January 2005 shall apply.

3. None of the following are included in External Debt, Cash, Intra-Group
Payables, Intra-Group Receivables and Working Capital and, accordingly, none of
the following shall be included in the Completion Statement:


                                                                         Page 82

(a)  any record of, or provision or accrual for, any liability of any Group
     Company in respect of pension, retirement indemnity (of which there are
     none) or other post-retirement benefits (of which there are none);

(b)  any amount in respect of deferred tax (whether as a liability or an asset);
     and

(c)  any amounts in respect of liabilities (contingent or otherwise) for which
     the Vendor is obliged to indemnify the Purchasers and/or any of the
     Purchasers' Affiliates under the terms of the Transaction Documents in
     order to avoid double counting.

4. For the purposes of calculating External Debt, Cash and Working Capital for
any Group Company, any amounts which are to be included in any such calculation
which are expressed in a currency other than sterling shall be converted into
sterling at the Exchange Rate as at the Completion Date.

5. For the avoidance of doubt, Intra-Group Payables and Intra-Group Receivables
owed between Group Companies, on the one hand, and members of the Vendor's
Group, on the other hand, which are expressed in a currency other than sterling
shall be agreed or determined in the currency in which they are respectively
expressed and paragraph 6 of Part D of this Schedule 10 shall apply in respect
of payments to be made in relation to those Intra-Group Payables and Intra-Group
Receivables pursuant to Part D of this Schedule 10.

6. References in this Schedule 10 and the Annexes to any "Estimated" amount
means that amount agreed by the Vendor and the Purchasers in good faith and
based upon the accounting records.

7. For the avoidance of doubt, all inventory reserves (including without
limitation raw, in process and finished goods) shall include a reserve for any
inventory identified as part of the Purchasers' testing regime pursuant to
paragraph 3(b) of Schedule 3 of the Agreement and which are in the process of
being destroyed but have not been destroyed as at the Completion Date. In
addition, the corresponding appropriate reserve for disposal costs will be
included in reserves at Completion.

                                    PART B :
                         SPECIFIC ACCOUNTING TREATMENTS

1. The selling, advertising and promotional regimes (including without
limitation, all coupons and other consumer promotional expenses) and current
terms of business will be reflected in the Completion Statement on a basis
consistent with the Group Companies' procedures as reflected in the statutory
books and books of account of each Group Company for the year ended on the
Accounts Date.

2. Subject to paragraph 1 above, the Working Capital shall be prepared on a
basis consistent with the Working Capital Analysis.

3. If the shares of B.E. International Foods (HK) Limited are not sold prior to
the Completion Date, there shall be a pro rata adjustment of Working Capital,
Target


                                                                         Page 83

Working Capital, External Debt and Cash to reflect the 45% share of the minority
shareholder in that company.

                                    PART C :
                              COMPLETION STATEMENT

1. The Vendor shall, or shall procure that the Vendor's Accountants shall, after
Completion prepare a draft statement (the COMPLETION STATEMENT) showing the
External Debt, Cash, Intra-Group Payables, Intra-Group Receivables and Working
Capital. The Completion Statement shall be in the form set out in Annex 2 to
this Schedule 10. The amount of Working Capital set out against each Relevant
Company Group shall be determined by the Vendor by pro-rating the Working
Capital between the Relevant Company Groups in the same proportion as the Debt
Free/Cash Free Price in respect of the Shares. The Purchasers shall co-operate
fully with the Vendor and shall provide all assistance reasonably requested by
the Vendor to facilitate the preparation of the Completion Statement.

2. The Vendor shall, by no later than 45 days after Completion, deliver the
draft Completion Statement to the Purchasers.

3. No individual adjustment for an amount of less than L30,000 shall be made to
the draft Completion Statement as a result of the process described in this Part
C unless the parties agree otherwise. For the avoidance of doubt, there shall be
no adjustment to the draft Completion Statement for adjusting post balance sheet
events occurring or knowledge acquired following delivery of the draft
Completion Statement pursuant to paragraph 2 above (by way of example, the
amount stated in the draft Completion Statement in respect of any debtor or
creditor (including any provision or accrual) shall be determined as at
Completion, and shall not be adjusted for any reason related to the status of
that debtor or creditor following delivery of the draft Completion Statement).

4. The Purchasers shall notify the Vendor in writing (such notification being an
OBJECTION NOTICE) within 45 Business Days after receipt whether or not the
Purchasers accept that the draft Completion Statement has been prepared in
accordance with the relevant provisions of this Agreement. Any notice indicating
that the Purchasers do not so accept the draft Completion Statement shall for
the purposes of this Agreement if it sets out in detail the Purchasers' reasons
for such non-acceptance and specifies the adjustments (not including any
adjustment prohibited by paragraph 3 above) which, in the Purchasers' opinion,
should be made to the draft Completion Statement in order to comply with the
requirements of this Agreement. Ultimately, the validity of any such notice from
the Purchasers shall be a matter for determination by the Independent Firm (as
defined in paragraph 7 below). Except for the matters specifically set out in
such notice, the Purchasers shall be deemed to have accepted the draft
Completion Statement in full.


                                                                         Page 84

5. If the Purchasers serve an Objection Notice in accordance with paragraph 4,
then the Vendor and the Purchasers shall use all reasonable endeavours (in
conjunction with Vendor's Accountants and the Purchasers' Accountants) (a) to
meet and discuss the objections of the Purchasers and (b) to reach agreement
upon the adjustments (if any) required to be made to the draft Completion
Statement, within a period of fifteen days after receipt by the Vendor of the
Objection Notice.

6. If the Purchasers notify the Vendor in writing that the Purchasers are
satisfied with the draft Completion Statement (either as originally submitted or
after adjustments agreed between the Vendor and the Purchaser pursuant to
paragraph 5) or if the Purchasers fail to give a Objection Notice within the
period referred to in paragraph 4, then the draft Completion Statement (as so
adjusted, if applicable) shall constitute the Completion Statement for the
purposes of this Agreement.

7. If the Vendor and the Purchasers do not reach agreement within fifteen days
of receipt by the Vendor of the Objection Notice, then the matters in dispute
may be referred (on the application of either the Vendor or the Purchasers) for
determination by Ernst & Young or, if that firm is unable or unwilling to act,
by such other firm of chartered accountants of international standing as shall
be agreed by the Vendor and the Purchasers or, failing agreement, appointed by
the President for the time being of the Institute of Chartered Accountants in
England and Wales on the application of either the Vendor or the Purchasers (the
INDEPENDENT FIRM). The Vendor and the Purchasers shall use all reasonable
endeavours to agree with the Independent Firm the precise terms of reference to
apply to its role as soon as reasonably practicable following a referral to the
Independent Firm. Each party shall procure that its Accountants comply, and
shall instruct the Independent Firm to comply, with the provisions of this
paragraph 7 and each party shall instruct the Independent Firm to give its
determination within ten days of the completion of the procedure set out in
paragraphs (a) to (c) (inclusive) below by the Purchasers and the Vendor. The
following general terms of reference and procedure shall apply in any such
event:

(a)  the Vendor's Accountants and Purchasers' Accountants shall each prepare a
     written statement within fifteen days of the formal appointment of the
     Independent Firm on the matters in dispute which (together with the
     relevant supporting documents) shall be submitted to the Independent Firm
     for determination (with copies thereof at the same time to the other
     Accountants);

(b)  following delivery of their respective submissions each of the Accountants
     shall have the opportunity to comment once only on the other's submissions
     by written comment delivered to the Independent Firm not later than ten
     days after receipt of the other's submissions by the Vendor or the
     Purchasers (as the case may be);

(c)  any response to a subsequent request by the Independent Firm for
     information from either of the Accountants shall be copied to the other
     Accountants at the same time as it is delivered to the Independent Firm
     and, unless otherwise directed by the Independent Firm, the other
     Accountants may, within ten days after receipt of such information, comment
     once only on that information to the Independent Firm (with the copies
     thereof at the same time to the first


                                                                         Page 85

     Accountants). Thereafter, neither the Vendor nor the Purchasers nor their
     respective Accountants shall be entitled to make further statements or
     submissions except insofar as the Independent Firm so requests (in which
     case it shall, on each occasion, give the other parties (unless otherwise
     directed) ten days to respond to any statements or submission so made);

(d)  in giving its determination, the Independent Firm shall state what
     adjustments (if any) are necessary, solely for the purposes of this
     Agreement, to the draft Completion Statement in respect of the matters in
     dispute between the Purchasers and the Vendor and referred to it pursuant
     to this paragraph 7 (and, for the avoidance of doubt, not any other
     matters) in order to comply with the requirements of this Agreement and to
     determine finally the Completion Statement;

(e)  the Independent Firm shall determine (using its own legal advice as
     appropriate) any question of the legal construction of this Agreement but
     only insofar as it is relevant to the determination of the Completion
     Statement;

(f)  the Independent Firm shall act as an expert (and not as an arbitrator) in
     making any such determination and any such determination (including any
     determination of any fact which it has found it necessary to determine for
     the purposes of its determination pursuant to this paragraph 7) shall, in
     the absence of manifest error, be final and binding on the parties;

(g)  without prejudice to any other rights which they may respectively have
     under this Agreement, the parties expressly waive, to the extent permitted
     by law, any rights of recourse to the courts they may otherwise have to
     challenge the Independent Firm's determination, including any determination
     under paragraphs (e) or (f) above (save as referred to in those
     paragraphs).

8. The respective costs of each of the Purchasers and the Vendor in connection
with the preparation, review and agreement or determination of the Completion
Statement shall be their own responsibility and for their own account to the
extent that they are incurred at any time PROVIDED THAT the professional fees
payable to the Independent Firm in respect of the appointment of the Independent
Firm shall be shared in equal proportions by the Purchasers and the Vendor.

9. The fees and expenses of the Independent Firm shall be shared equally between
the Vendor on the one hand and the Purchasers on the other, or in such other
proportions as the Independent Firm shall determine.

10. When the Completion Statement has been agreed or otherwise determined in
accordance with the preceding paragraphs, then the amounts shown in the
Completion Statement as the Working Capital for each respective Group Company
and the External Debt, Cash, Intra-Group Payables and Intra-Group Receivables
for each respective Group Company (as applicable) shall be final and binding for
the purposes of this Agreement.

11. The Vendor and the Purchasers each acknowledge that the sole purpose of the
Completion Statement is to determine the amount of the Working Capital, External


                                                                         Page 86

Debt, Cash, Intra-Group Payables and Intra-Group Receivables for the purposes of
the adjustments and payments set out in clauses 3 and 7 of this Agreement and
this Schedule 10.

                                    PART D :
                         FINANCIAL ADJUSTMENT PROVISIONS

1. When the Completion Statement has been finally agreed or otherwise determined
in accordance with Part C of this Schedule 10, the following adjustments to each
Initial Share Price shall be made, respectively, in respect of Working Capital,
External Debt, Cash, Intra-Group Payables and Intra-Group Receivables.

2. In relation to Working Capital:

(a)  if the aggregate Working Capital of the Relevant Company Group is greater
     than the Target Working Capital of that Relevant Company Group, then the
     relevant Purchaser shall pay an amount equal to the difference to the
     Vendor; or

(b)  if the aggregate Working Capital of the Relevant Company Group is less than
     the Target Working Capital of that Relevant Company Group, then the Vendor
     shall pay an amount equal to the difference to the relevant Purchaser,

provided that no payments shall be made at all pursuant to this paragraph 2 if
the amount of the difference between the aggregate Working Capital of the Group
and the Target Working Capital of the Group is less than L100,000.

3. In relation to External Debt:

(a)  if the aggregate External Debt of the Relevant Company Group is less than
     the Estimated External Debt of that Relevant Company Group, then the
     relevant Purchaser shall pay an amount equal to the difference to the
     Vendor; or

(b)  if the aggregate External Debt of the Relevant Company Group is greater
     than the Estimated External Debt of that Relevant Company Group, then the
     Vendor shall pay an amount equal to the difference to the relevant
     Purchaser.

4. In relation to Cash:

(a)  if the aggregate Cash of the Relevant Company Group is greater than the
     Estimated Cash of that Relevant Company Group, then the relevant Purchaser
     shall pay an amount equal to the difference to the Vendor; or

(b)  if the aggregate Cash of the Relevant Company Group is less than the
     Estimated Cash of that Relevant Company Group, then the Vendor shall pay an
     amount equal to the difference to the relevant Purchaser.

5. In relation to Intra-Group Payables and Intra-Group Receivables:

(a)  if any such particular Intra-Group Payable is greater than the applicable
     Estimated Intra-Group Payable, then the Vendor shall pay to the relevant


                                                                         Page 87

     Purchaser an amount in sterling equal to the total amount (including
     interest, if any) which the relevant Purchaser is required to procure is
     paid in respect of that Intra-Group Payable under clause 7 of this
     Agreement;

(b)  if any such particular Intra-Group Payable is less than the applicable
     Estimated Intra-Group Payable, then the relevant Purchaser shall pay to the
     Vendor an amount in sterling equal to the total amount (including interest,
     if any) which the Vendor is required to procure is paid in respect of that
     Intra-Group Payable under clause 7 of this Agreement;

(c)  if any such particular Intra-Group Receivable is greater than the
     applicable Estimated Intra-Group Receivable, then the relevant Purchaser
     shall pay to the Vendor an amount in sterling equal to the total amount
     (including interest, if any) which the Vendor is required to procure is
     paid in respect of that Intra-Group Receivable under clause 7 of this
     Agreement;

(d)  if any such particular Intra-Group Receivable is less than the applicable
     Estimated Intra-Group Receivable, then the Vendor shall pay to the relevant
     Purchaser an amount in sterling equal to the total amount (including
     interest, if any) which the relevant Purchaser is required to procure is
     paid in respect of that Intra-Group Receivable under clause 7 of this
     Agreement.

6. If and to the extent that any amount required to be paid under clause 7.3 of
this Agreement in respect of any Intra-Group Payable or Intra-Group Receivable
is expressed in a currency other than sterling, the corresponding amount in
sterling to be paid under paragraph 5 shall be calculated by converting that
amount into sterling at the Exchange Rate as at the Business Day which is two
clear Business Days before payment is required to be made under paragraph 8.

For the avoidance of doubt, if no estimate of any such Intra-Group Payable or
Intra-Group Receivable is included in Part B of Annex 1 to this Schedule 10,
then the Estimated Intra-Group Payable or Estimated Intra-Group Receivable in
that case shall be deemed to be zero and the whole amount of it shall therefore
be adjusted for pursuant to this paragraph 6.

7. Any payment required to be made pursuant to any of paragraphs 2 to 4
inclusive shall be paid by the Vendor or the relevant Purchaser (as the case may
be) together with an amount equal to interest on such payment at the Contract
Rate for the period from (but excluding) the Completion Date to (and including)
the due date for payment pursuant to the relevant clause, calculated on a daily
basis.

8. Once the Completion Statement has been agreed or otherwise determined in
accordance with the provisions of Part C of this Schedule 10, the Vendor may, by
written notice to the Purchasers, request that the sums which each is
respectively obliged to pay pursuant to this Part D shall be aggregated and set
off against each other. Whichever of the Vendor or Purchasers is then left with
any payment obligation under those clauses shall make the applicable payment(s)
within five Business Days of the date on which the Completion Statement is
agreed or so determined. Any such payment shall be made in accordance with the
provisions of clause 18 of this Agreement, as the case may be.


                                                                         Page 88

9. If any adjustment (the amount being the REQUIRED ADJUSTMENT) is required to
the price of a Company's Shares pursuant to the Financial Adjustment Provisions
or a payment in satisfaction of a liability under a Vendor Obligation and, as a
result, the price of those Shares would be less than L1, then:

(a)  the price of that Company's Shares shall be reduced to L1 (the amount of
     such reduction being the REVISED ADJUSTMENT); and

(b)  the prices of the other Companies' Shares which at the relevant time
     exceeded L1 shall be reduced in aggregate by an amount equal to the
     difference between the Required Adjustment and the Revised Adjustment with
     the price of each such particular Company's Shares being reduced in the
     same proportion as that particular price bears at the relevant time to the
     aggregate of all such other prices (or adjusted in such other manner as the
     Vendor and the Purchasers agree to be appropriate in the circumstances).


                                                                         Page 89

                             ANNEX 1 TO SCHEDULE 10:

                                ESTIMATED AMOUNTS

PART A: TARGET WORKING CAPITAL, ESTIMATED CASH AND ESTIMATED EXTERNAL DEBT



    Relevant Company Group       Target Working Capital (L)   Estimated Cash (L)   Estimated External Debt (L)
- ------------------------------   --------------------------   ------------------   ---------------------------
                                                                          
HP Foods Limited                         18,260,000                     0                   5,395,000
HP Foods Holdings Limited                   440,000                     0                     130,000
HP Foods International Limited            3,300,000                     0                     975,000
                                         ----------                   ---                   ---------
Total                                    22,000,000                     0                   6,500,000
                                         ==========                   ===                   =========


  PART B: ESTIMATED INTRA-GROUP PAYABLES AND ESTIMATED INTRA-GROUP RECEIVABLES



         Group Company           Estimated Intra-Group Payables (L)   Estimated Intra-Group Receivables (L)
- ------------------------------   ----------------------------------   -------------------------------------
                                          Amount   Creditor                    Amount       Debtor
                                          ------   --------                 ----------   ------------
                                                                             
HP Foods Limited                             0                               6,640,000      Danone
                                                                                            Finance
                                                                                            Ireland
                                                                                            Limited

HP Foods Holdings Limited                    0                                160,000       Danone
                                                                                            Finance
                                                                                            Ireland
                                                                                            Limited

HP Foods Holdings Limited                    0                               2,866,935      Danone
                                                                                         Holdings (UK)

HP Foods International Limited               0                               1,200,000      Danone
                                                                                            Finance
                                                                                            Ireland
                                                                                            Limited
Total                                      ---                              ----------
                                             0                              10,866,935
Total                                      ===                              ==========



                                                                         Page 90

                             ANNEX 2 TO SCHEDULE 10:

                           COMPLETION STATEMENT FORMAT



                                                 Column 4
   Column 1       Column 2      Column 3        Intra-Group              Column 5
Working Capital     Cash     External Debt       Payables        Intra-Group Receivables
- ---------------   --------   -------------   -----------------   -----------------------
                                             Amount   Creditor       Amount   Debtor
                                             ------   --------       ------   ------
                                                            




                                                                         Page 91

                             ANNEX 3 TO SCHEDULE 10:

                 PRICEWATERHOUSECOOPERS WORKING CAPITAL ANALYSIS


                                                                         Page 92

                             ANNEX 4 TO SCHEDULE 10:

                ELEMENTS OF RECONCILIATION BETWEEN THE MANAGEMENT
                           ACCOUNTS AND THE ACCOUNTS

The main differences between the Management Accounts and the Accounts are
explained by a different accounting treatment of some items, including without
limitation:

- -    DIB Canada

- -    Reversal of undue year-end rebate accrual

- -    Royalties paid to Amoy

- -    Reclassification of interest cost and return on plan assets

- -    Fair value of stock options

- -    Change in fair value of hedging investments

- -    Group contribution.


                                                                         Page 93

                                   SCHEDULE 11

                                  TAX COVENANT


                                                                         Page 94

                                  SCHEDULE 12

                                    PROPERTY


                                                                         Page 95

                                  SCHEDULE 13

                                 DATA ROOM LIST


                                                                         Page 96

                                   SCHEDULE 14

                             DISTRIBUTION AGREEMENTS


                                                                         Page 97

SIGNED by Claude Elmaleh     )   CLAUDE ELMALEH
for and on behalf of         )
Danone Holdings (UK)         )
in the presence of           )

Graham Kirk
Solicitor
65 Fleet Street
London EC4Y 1HS

SIGNED by Daniel G. Milich   )   DANIEL G. MILICH
for and on behalf of         )
H.J. Heinz Company Limited   )
in the presence of           )

Graham Kirk
Solicitor
65 Fleet Street
London EC4Y 1HS

SIGNED by Mitchell Ring      )   MITCHELL RING
for and on behalf of         )
H.J. Heinz Company           )
in the presence of           )

Graham Kirk
Solicitor
65 Fleet Street
London EC4Y 1HS


                                                                         Page 98

EX-12

Exhibit 12

H. J. HEINZ COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

			Three Months
			Ended
			July 27,
			2005
			(Thousands of
			Dollars)
Fixed Charges:
	Interest expense*		$	67,909
	Capitalized interest			—
	Interest component of rental expense			7,597
		Total fixed charges	$	75,506
Earnings:
	Income before income taxes		$	218,379
	Add: Interest expense*			67,909
	Add: Interest component of rental expense			7,597
	Add: Amortization of capitalized interest			458
		Earnings as adjusted	$	294,343
	Ratio of earnings to fixed charges			3.90

*  Interest expense includes amortization of debt expense and any discount or premium relating to indebtedness.

EX-31.A

Exhibit 31(a)

      I, William R. Johnson, Chairman, President and Chief Executive Officer of H. J. Heinz Company certify that:

      1. I have reviewed this quarterly report on Form 10-Q of H. J. Heinz Company;

      2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

      d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

      b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2005

By:  /s/ William R. Johnson

............................................ ............................................ ...................................

Name: William R. Johnson

Title: Chairman, President and

Chief Executive Officer

EX-31.B

Exhibit 31(b)

      I, Arthur B. Winkleblack, Executive Vice President and Chief Financial Officer of H. J. Heinz Company certify that:

      1. I have reviewed this quarterly report on Form 10-Q of H. J. Heinz Company;

      2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

      d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

      b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2005

By  /s/ Arthur B. Winkleblack

............................................ ............................................ ...................................

Name: Arthur B. Winkleblack

Title: Executive Vice President and

Chief Financial Officer

EX-32.A

Exhibit 32(a)

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER RELATING TO A

PERIODIC REPORT CONTAINING FINANCIAL STATEMENTS

      I, William R. Johnson, Chairman, President and Chief Executive Officer, of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge:

      1. The Company’s periodic report on Form 10-Q for the period ended July 27, 2005 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

      2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 22, 2005

/s/ William R. Johnson

................................................ ................................................ ...........................

Name: William R. Johnson

Title: Chairman, President and

Chief Executive Officer

EX-32.B

Exhibit 32(b)

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER RELATING TO A

PERIODIC REPORT CONTAINING FINANCIAL STATEMENTS

      I, Arthur B. Winkleblack, Executive Vice President and Chief Financial Officer of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge:

      1. The Company’s periodic report on Form 10-Q for the period ended July 27, 2005 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

      2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 22, 2005

/s/ Arthur B. Winkleblack

................................................ ................................................ ...........................

Name: Arthur B. Winkleblack

Title: Executive Vice President

and Chief Financial Officer