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 August 1, 2007
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 incorporation or organization)	(I.R.S. Employer Identification No.)
600 Grant Street, Pittsburgh, Pennsylvania (Address of Principal Executive Offices)	15219 (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 filing requirements for the past 90 days.  Yes X  No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer X     Accelerated Filer        Non-Accelerated Filer   

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 August 1, 2007 was 319,145,320 shares.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
	Item 1. Financial Statements
H. J. HEINZ COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OPERATING RESULTS BY BUSINESS SEGMENT
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II—OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3. Defaults upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits
EXHIBIT INDEX
EX-3(I)
EX-3(II)
EX-10(A)(I)
EX-10(A)(II)
EX-10(A)(III)
EX-10(A)(IV)
EX-10(A)(V)
EX-10(A)(VI)
EX-10(A)(VII)
EX-12
EX-31(A)
EX-31(B)
EX-32(A)
EX-32(B)

PART I—FINANCIAL INFORMATION

Item 1.   Financial Statements

H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

	First Quarter Ended
	August 1, 2007		August 2, 2006
	FY 2008		FY 2007
	(Unaudited)
	(In thousands, Except
	per Share Amounts)
Sales	$	2,248,285	$	2,059,920
Cost of products sold		1,409,885		1,287,503
Gross profit		838,400		772,417
Selling, general and administrative expenses		471,746		452,775
Operating income		366,654		319,642
Interest income		12,881		7,292
Interest expense		91,230		75,626
Other expense, net		8,590		7,711
Income before income taxes		279,715		243,597
Provision for income taxes		74,421		49,496
Net income	$	205,294	$	194,101
Net income per share—diluted	$	0.63	$	0.58
Average common shares outstanding—diluted		325,477		334,711
Net income per share—basic	$	0.64	$	0.59
Average common shares outstanding—basic		320,818		331,584
Cash dividends per share	$	0.38	$	0.35

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	August 1, 2007		May 2, 2007*
	FY 2008		FY 2007
	(Unaudited)
	(Thousands of Dollars)
Assets
Current Assets:
Cash and cash equivalents	$	352,013	$	652,896
Receivables, net		1,044,509		996,852
Inventories:
Finished goods and work-in-process		1,034,080		943,449
Packaging material and ingredients		239,649		254,508
Total inventories		1,273,729		1,197,957
Prepaid expenses		168,735		132,561
Other current assets		35,607		38,736
Total current assets		2,874,593		3,019,002
Property, plant and equipment		4,107,329		4,054,863
Less accumulated depreciation		2,096,460		2,056,710
Total property, plant and equipment, net		2,010,869		1,998,153
Goodwill		2,890,895		2,834,639
Trademarks, net		905,239		892,749
Other intangibles, net		435,296		412,484
Other non-current assets		807,879		875,999
Total other non-current assets		5,039,309		5,015,871
Total assets	$	9,924,771	$	10,033,026

*  The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	August 1, 2007		May 2, 2007*
	FY 2008		FY 2007
	(Unaudited)
	(Thousands of Dollars)
Liabilities and Shareholders’ Equity
Current Liabilities:
Short-term debt	$	118,644	$	165,054
Portion of long-term debt due within one year		628,975		303,189
Accounts payable		1,196,492		1,181,078
Salaries and wages		61,225		85,818
Accrued marketing		228,362		262,217
Other accrued liabilities		355,264		414,130
Income taxes		79,297		93,620
Total current liabilities		2,668,259		2,505,106
Long-term debt		4,136,065		4,413,641
Deferred income taxes		432,608		463,666
Non-pension post-retirement benefits		255,891		253,117
Other liabilities and minority interest		569,654		555,813
Total long-term liabilities		5,394,218		5,686,237
Shareholders’ Equity:
Capital stock		107,847		107,851
Additional capital		586,887		580,606
Retained earnings		5,851,419		5,778,617
		6,546,153		6,467,074
Less:
Treasury stock at cost (111,951,166 shares at August 1, 2007 and 109,317,154 shares at May 2, 2007)		4,534,721		4,406,126
Accumulated other comprehensive loss		149,138		219,265
Total shareholders’ equity		1,862,294		1,841,683
Total liabilities and shareholders’ equity	$	9,924,771	$	10,033,026

*  The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

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
	August 1, 2007			August 2, 2006
	FY 2008			FY 2007
	(Unaudited)
	(Thousands of Dollars)
Cash Flows from Operating Activities:
Net income	$	205,294		$	194,101
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		60,676			55,632
Amortization		8,949			9,764
Deferred tax benefit		(5,485	)		(39,521	)
Other items, net		1,696			(2,012	)
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables		(23,332	)		6,855
Inventories		(73,282	)		(2,602	)
Prepaid expenses and other current assets		(31,052	)		(31,475	)
Accounts payable		5,616			(53,113	)
Accrued liabilities		(147,330	)		(138,408	)
Income taxes		7,366			48,295
Cash provided by operating activities		9,116			47,516
Cash Flows from Investing Activities:
Capital expenditures		(58,212	)		(38,927	)
Proceeds from disposals of property, plant and equipment		224			24,402
Acquisitions, net of cash acquired		(64,044	)		(1,496	)
Proceeds from divestitures		39,661			11,925
Other items, net		(18,845	)		(9,526	)
Cash used for investing activities		(101,216	)		(13,622	)
Cash Flows from Financing Activities:
Payments on long-term debt		(1,110	)		(22,538	)
Net proceeds from/(payments on) commercial paper and short-term debt		16,090			(10,505	)
Dividends		(123,204	)		(116,374	)
Purchases of treasury stock		(143,366	)		(86,901	)
Exercise of stock options		16,034			85,650
Other items, net		11,209			8,325
Cash used for financing activities		(224,347	)		(142,343	)
Cash provided by operating activities of discontinued operations spun-off to Del Monte		—			30,630
Effect of exchange rate changes on cash and cash equivalents		15,564			459
Net decrease in cash and cash equivalents		(300,883	)		(77,360	)
Cash and cash equivalents at beginning of year		652,896			445,427
Cash and cash equivalents at end of period	$	352,013		$	368,067

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. 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 May 2, 2007.

(2)   Recently Issued Accounting Standards

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in financial statements. This Interpretation includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosures. See Note 4 for additional information.

(3)   Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the first quarter ended August 1, 2007, by reportable segment, are as follows:

	North
	American
	Consumer							U.S.		Rest of
	Products		Europe			Asia/Pacific		Foodservice		World			Total
	(Thousands of Dollars)
Balance at May 2, 2007	$	1,081,673	$	1,259,514		$	214,964	$	262,823	$	15,665		$	2,834,639
Acquisitions		—		—			29,701		—		—			29,701
Purchase accounting adjustments		—		(2,000	)		—		—		—			(2,000	)
Disposals		—		(1,239	)		—		—		—			(1,239	)
Translation adjustments		5,991		18,080			5,845		—		(122	)		29,794
Balance at August 1, 2007	$	1,087,664	$	1,274,355		$	250,510	$	262,823	$	15,543		$	2,890,895

During the first quarter of Fiscal 2008, the Company acquired the license to the Cottee’s^® and Rose’s^® premium branded jams, jellies and toppings business in Australia and New Zealand for approximately $61 million. The Company recorded a preliminary purchase price allocation related to this acquisition and expects to finalize this allocation upon completion of valuation procedures. Operating results of the acquired business have been included in the consolidated

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statement of income from the acquisition date forward. Pro-forma results of the Company, assuming the acquisition had occurred at the beginning of each period presented, would not be materially different from the results reported.

Trademarks and other intangible assets at August 1, 2007 and May 2, 2007, subject to amortization expense, are as follows:

	August 1, 2007							May 2, 2007
			Accum							Accum
	Gross		Amort			Net		Gross		Amort			Net
	(Thousands of Dollars)
Trademarks	$	197,887	$	(64,645	)	$	133,242	$	196,703	$	(63,110	)	$	133,593
Licenses		208,186		(136,778	)		71,408		208,186		(135,349	)		72,837
Recipes/processes		65,033		(16,352	)		48,681		64,315		(15,779	)		48,536
Customer related assets		154,831		(22,367	)		132,464		152,668		(19,183	)		133,485
Other		70,241		(56,026	)		14,215		70,386		(56,344	)		14,042
	$	696,178	$	(296,168	)	$	400,010	$	692,258	$	(289,765	)	$	402,493

Amortization expense for trademarks and other intangible assets subject to amortization was $7.2 million and $8.3 million for the quarters ended August 1, 2007 and August 2, 2006, respectively. Based upon the amortizable intangible assets recorded on the balance sheet as of August 1, 2007, annual amortization expense for each of the next five fiscal years is estimated to be approximately $29 million.

Intangible assets not subject to amortization at August 1, 2007 totaled $940.5 million and consisted of $772.0 million of trademarks, $128.7 million of recipes/processes, and $39.8 million of licenses. Intangible assets not subject to amortization at May 2, 2007, totaled $902.7 million and consisted of $759.2 million of trademarks, $126.6 million of recipes/processes, and $16.9 million of licenses.

(4)   Income Taxes

The Company adopted FIN 48 as of the beginning of its 2008 fiscal year. Upon adoption, the Company continues to classify interest and penalties on tax uncertainties as a component of the provision for income taxes. As of the date of adoption, the total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $183.7 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $71.2 million. The total amount of interest and penalties accrued as of the date of adoption was $55.9 million and $2.2 million, respectively. The corresponding amounts of gross unrecognized tax benefits and accrued interest and penalties at August 1, 2007 were not materially different from the amounts at the date of adoption. As a result of adoption, the Company recognized a $9.3 million decrease to retained earnings and a $1.7 million decrease to additional capital from the cumulative effect of adoption.

It is reasonably possible that the amount of unrecognized tax benefits will change significantly in the next 12 months primarily due to the progression of audits in process. Because audit outcomes and the timing of audit payments are subject to significant uncertainty, an estimate of the range of reasonably possible change cannot be made.

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 various locations and the applicable tax rates. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Canada, Italy, the United Kingdom and the United States. The Company has substantially concluded all U.S. federal income tax matters for years through

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Fiscal 2003, with the exception of Research & Experimentation tax credit (“R&E credit”) claims for fiscal years 2000 through 2003, and the appeal of a U.S. Court of Federal Claims decision regarding a refund claim resulting from a Fiscal 1995 transaction. Federal income tax returns for Fiscal 2004 and 2005 along with the R&E credit claims are currently under examination and are expected to be settled within the next fifteen months. In the Company’s major non-U.S. jurisdictions, the Company has substantially concluded all income tax matters for years through Fiscal 2002.

During the first quarter of Fiscal 2007, a foreign subsidiary of the Company revalued certain of its assets, under local law, increasing the local tax basis by approximately $245 million. As a result of this revaluation, the Company incurred a foreign income tax liability of approximately $30 million related to this revaluation which was paid during the third quarter of Fiscal 2007. This revaluation is expected to benefit cash flow from operations by approximately $100 million over the five to twenty year tax amortization period.

(5)   Employees’ Stock Incentive Plans and Management Incentive Plans

As of August 1, 2007, the Company had outstanding stock option awards, restricted stock units and restricted stock awards. These awards were issued pursuant to various shareholder-approved plans and a shareholder authorized employee stock purchase plan, as described on pages 54 to 59 of the Company’s Annual Report on Form 10-K for the fiscal year ended May 2, 2007. The compensation cost related to these plans recognized in general and administrative expenses (“G&A”), and the related tax benefit was $7.2 million and $2.3 million for the first quarter ended August 1, 2007, and $6.1 million and $2.2 million for the first quarter ended August 2, 2006, respectively. The Company also recognized $5.1 million and $3.8 million in G&A under the Fiscal 2007-2008 Long-term Performance Program during the first quarters ended August 1, 2007 and August 2, 2006, respectively.

In Fiscal 2008, the Company granted performance awards as permitted in the Fiscal Year 2003 Stock Incentive Plan, subject to the achievement of certain performance goals. These performance awards are tied to the Company’s relative Total Shareholder Return (“TSR”) Ranking within the defined Long-term Performance Program (“LTPP”) Peer Group and the 2-year average after-tax Return on Invested Capital (“ROIC”) metrics. The Relative TSR metric is based on the two-year return to shareholders due to change in stock price and dividends between the starting and ending values. The starting value was established based on the average of each LTPP Peer Group Company stock price for the 60 trading days prior to and including May 2, 2007. The ending value will be based on the average stock price for the 60 days prior to and including the close of the Fiscal 2009 year end, plus dividends paid over the 2 year performance period. The Fiscal 2008-2009 LTPP will be fully funded if 2-year cumulative EPS equals or exceeds the predetermined level. For the first quarter ended August 1, 2007, $1.4 million was recognized in G&A under this plan.

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(6)   Pensions and Other Post-Retirement Benefits

The components of net periodic benefit cost are as follows:

	First Quarter Ended
	August 1, 2007			August 2, 2006			August 1, 2007			August 2, 2006
	Pension Benefits						Post Retirement Benefits
	(Thousands of Dollars)
Service cost	$	9,692		$	10,530		$	1,587		$	1,619
Interest cost		37,187			33,438			3,872			3,837
Expected return on plan assets		(55,706	)		(48,742	)		—			—
Amortization of prior service cost		(273	)		(845	)		(1,192	)		(1,525	)
Amortization of unrecognized loss		10,730			12,844			1,141			1,480
Net periodic benefit cost	$	1,630		$	7,225		$	5,408		$	5,411

As of August 1, 2007, the Company has contributed $14.1 million to fund its obligations under these plans. The Company expects to make combined cash contributions of approximately $52 million in Fiscal 2008.

(7)   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. During the first quarter of Fiscal 2008, the Company changed its segment reporting to reclassify its business in India from the Rest of World segment to the Asia/Pacific segment, reflecting organizational changes. Prior periods have been conformed to the current presentation. Net external sales for this business were $24.3 million, $20.7 million, $27.6 million and $44.8 million and operating income for this business was $3.1 million, $1.4 million, $1.8 million and $8.0 million for the first, second, third and fourth quarters of Fiscal 2007, respectively.

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.

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, India, Japan, China, South Korea, Indonesia, and Singapore. This segment’s operations include products in all of the Company’s categories.

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.

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

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The Company’s management evaluates performance based on several factors including net sales, operating income, and the use of capital resources. Intersegment revenues and 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.

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

	First Quarter Ended
	August 1, 2007			August 2, 2006
	FY 2008			FY 2007
	(Thousands of Dollars)
Net external sales:
North American Consumer Products	$	664,672		$	615,577
Europe		766,017			685,862
Asia/Pacific		371,345			315,846
U.S. Foodservice		363,668			366,613
Rest of World		82,583			76,022
Consolidated Totals	$	2,248,285		$	2,059,920
Operating income (loss):
North American Consumer Products	$	152,410		$	143,214
Europe		138,395			119,349
Asia/Pacific		51,251			34,168
U.S. Foodservice		43,549			55,056
Rest of World		10,151			8,718
Non-Operating(a)		(29,102	)		(40,863	)
Consolidated Totals	$	366,654		$	319,642

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

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

	First Quarter Ended
	August 1, 2007		August 2, 2006
	FY 2008		FY 2007
	(Thousands of Dollars)
Ketchup and Sauces	$	971,842	$	900,975
Meals and Snacks		944,822		853,943
Infant Foods		238,950		213,697
Other		92,671		91,305
Total	$	2,248,285	$	2,059,920

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(8)   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
	August 1, 2007		August 2, 2006
	FY 2008		FY 2007
	(In thousands)
Net income	$	205,294	$	194,101
Preferred dividends		3		3
Net income applicable to common stock	$	205,291	$	194,098
Average common shares outstanding—basic		320,818		331,584
Effect of dilutive securities:
Convertible preferred stock		112		122
Stock options, restricted stock and the global stock        purchase plan		4,547		3,005
Average common shares outstanding—diluted		325,477		334,711

Diluted earnings per share is based upon the average shares of common stock and dilutive common stock equivalents outstanding during the periods presented. Common stock equivalents arising from dilutive stock options, restricted common stock units, and the global stock purchase plan are computed using the treasury stock method.

Options to purchase an aggregate of 6.5 million and 10.1 million shares of common stock for the first quarters ended August 1, 2007 and August 2, 2006, respectively, were not included in the computation of diluted earnings per share because inclusion of these options would be anti-dilutive. These options expire at various points in time through 2013. The Company elected to apply the long-form method for determining the pool of windfall tax benefits in connection with the adoption of Statement of Financial Accounting Standards No. 123R, Share-Based Payment.

(9)   Comprehensive Income

	First Quarter Ended
	August 1, 2007			August 2, 2006
	FY 2008			FY 2007
	(Thousands of Dollars)
Net income	$	205,294		$	194,101
Other comprehensive income:
Foreign currency translation adjustments		70,679			29,407
Minimum pension liability adjustment		3,784			2,705
Net deferred losses on derivatives from periodic revaluations		(7,933	)		(8,990	)
Net deferred losses on derivatives reclassified to earnings		3,597			6,113
Comprehensive income	$	275,421		$	223,336

(10)   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

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Company’s market risk during the first quarter ended August 1, 2007. For additional information, refer to pages 25-26 of the Company’s Annual Report on Form 10-K for the fiscal year ended May 2, 2007.

As of August 1, 2007, the Company is hedging forecasted transactions for periods not exceeding two years. During the next 12 months, the Company expects $1.2 million of net deferred losses reported in accumulated other comprehensive loss to be reclassified to earnings, assuming market rates remain constant through contract maturities. 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 quarters ended August 1, 2007 and August 2, 2006. Amounts reclassified to earnings because the hedged transaction was no longer expected to occur were not significant for the first quarters ended August 1, 2007 and August 2, 2006.

The Company had outstanding cross currency swaps with a total notional amount of $2.0 billion and $1.9 billion as of August 1, 2007 and August 2, 2006, respectively, which were designated as net investment hedges of foreign operations. These contracts are scheduled to mature within two years. The Company assesses hedge effectiveness for these contracts based on changes in fair value attributable to changes in spot prices. Net losses of $5.5 million ($1.0 million after-tax) and $11.4 million ($4.6 million after-tax) which represented effective hedges of net investments, were reported as a component of accumulated other comprehensive loss within unrealized translation adjustment for the first quarters ended August 1, 2007 and August 2, 2006, respectively. Gains of $2.4 million and $5.1 million, which represented the changes in fair value excluded from the assessment of hedge effectiveness, were included in current period earnings as a component of interest expense for the first quarters ended August 1, 2007 and August 2, 2006, respectively.

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting. As of August 1, 2007, the Company maintained foreign currency forward contracts with a total notional amount of $181.2 million that do not qualify as hedges, but which have the impact of largely mitigating volatility associated with earnings from foreign subsidiaries. These forward contracts are accounted for on a full mark to market basis through current earnings and mature during the second quarter of Fiscal 2008. Net unrealized losses related to these contracts totaled $4.6 million at August 1, 2007.

(11)   Supplemental Non-Cash Investing and Financing Activities

A capital lease obligation of $51.0 million was incurred when the Company entered into a lease for equipment during the first quarter ended August 2, 2006. This equipment was previously under an operating lease. This non-cash transaction has been excluded from the condensed consolidated statement of cash flows for the quarter ended August 2, 2006.

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

THREE MONTHS ENDED AUGUST 1, 2007 AND AUGUST 2, 2006

Results of Operations

Sales for the three months ended August 1, 2007 increased $188.4 million, or 9.1%, to $2.25 billion. Volume increased 2.5%, as continued solid growth in the North American Consumer Products segment, Australia, New Zealand and the emerging markets of Russia, Indonesia, China, India and Poland (“RICIP”) were combined with strong performance of Heinz^® ketchup, beans and soup in Europe. Notably, the RICIP markets produced an 11% volume increase and accounted for 17% of Heinz’s total sales growth in the first quarter of Fiscal 2008. These increases were partially offset by volume declines in the U.S. Foodservice segment. Net pricing increased sales by 2.8%, mainly in the North American Consumer Products and U.S. Foodservice segments, as well as our businesses in the U.K. and Latin America. Divestitures, net of acquisitions, decreased sales by 0.7%. Foreign exchange translation rates increased sales by 4.6%.

Sales of the Company’s top 15 brands grew 11% from the year-ago quarter, as sales of ketchup rose 13% and sales of beans and soups increased 25%. Sales of Weight Watchers^® Smart Ones^®, a line of healthy entrees, rose 25%, buoyed by the successful launch of Weight Watchers^® Smart Ones^® Anytime Selections^tm meals.

Gross profit increased $66.0 million, or 8.5%, to $838.4 million, benefiting from favorable volume, pricing and foreign exchange translation rates. The gross profit margin decreased slightly to 37.3% from 37.5%, as pricing and productivity improvements were more than offset by increased commodity costs, reflecting higher costs for dairy, oils, sweeteners and other key ingredients.

Selling, general and administrative expenses (“SG&A”) increased $19.0 million, or 4.2%, to $471.7 million; however, as a percentage of sales, SG&A decreased to 21.0% from 22.0%. The 4.2% increase in SG&A is due to a 25.4% increase in marketing expense, a 13.7% increase in research and development costs and higher selling and distribution costs resulting from increased volume as well as foreign exchange translation rates. These increases were partially offset by reduced general and administrative expenses (“G&A”), which benefited from effective cost control and headcount reductions that took place last year. Additionally, the prior year included costs related to the proxy contest of approximately $11 million.

Total marketing support (recorded as a reduction of revenue or as a component of SG&A) increased $7.2 million, or 1.4%, to $510.1 million on a gross sales increase of 7.1%. Marketing support recorded as a reduction of revenue, typically deals and allowances, decreased $10.8 million, or 2.5%, to $421.5 million, and decreased as a percentage of gross sales to 15.8% from 17.3%, in line with the Company’s strategy to reduce spending on less efficient promotions and realignment of some list prices. Marketing support recorded as a component of SG&A increased $18.0 million, or 25.4%, to $88.6 million, as we increased consumer marketing across the Company’s businesses and top brands.

Operating income increased $47.0 million, or 14.7%, to $366.7 million, reflecting the strong sales growth, productivity improvements and solid operating performance.

Net interest expense increased $10.0 million, to $78.3 million, largely due to higher net debt in Fiscal 2008 due to share repurchase activity, and to a lesser extent rate increases. Other expenses, net, increased $0.9 million to $8.6 million, chiefly due to increased currency losses, partially offset by decreased minority interest expense resulting primarily from several small divested businesses in the prior year.

The effective tax rate for the current quarter was 26.6% compared to 20.3% last year. During the first quarter of Fiscal 2007, a foreign subsidiary of the Company revalued certain of its assets, under local law, increasing the local tax basis by approximately $245 million. This revaluation reduced

13

Fiscal 2007 tax expense by approximately $35 million. Of this $35 million tax benefit, approximately $25 million was recognized in the first quarter of Fiscal 2007. The effective tax rate in the current quarter reflects a discrete benefit of approximately $12 million resulting from the tax effects of law changes in the U.K. which is the primary reason why the current quarter’s rate is below the on-going annual estimate of 31-32%.

Net income for the first quarter of Fiscal 2008 was $205.3 million compared to $194.1 million in the year earlier quarter, an increase of 5.8%, due to the increase in operating income, which was partially offset by a higher effective tax rate and increased net interest expense. Diluted earnings per share was $0.63 in the current year compared to $0.58 in the prior year, up 8.6%, which also benefited from a 2.8% reduction in fully diluted shares outstanding.

OPERATING RESULTS BY BUSINESS SEGMENT

During the first quarter of Fiscal 2008, the Company changed its segment reporting to reclassify its business in India from the Rest of World segment to the Asia/Pacific segment, reflecting organizational changes. Prior periods have been conformed to the current presentation. (See Note 7 to the condensed consolidated financial statements for further discussion of the Company’s reportable segments).

North American Consumer Products

Sales of the North American Consumer Products segment increased $49.1 million, or 8.0%, to $664.7 million. Volume increased 3.3%, due primarily to Heinz^® ketchup and Smart Ones^® frozen entrees, sides and desserts. The Heinz^® ketchup volume increase is a result of the strategy implemented in Fiscal 2007 to increase the consumption of more profitable larger sizes along with packaging innovations, such as the Fridge Fit bottle. The Smart Ones^® volume improvement is largely a result of increased consumption, new frozen dessert products and expansion to Canada in Fiscal 2007. These volume improvements were partially offset by a decline in Ore-Ida^® frozen potatoes reflecting the effects of a price increase at the beginning of this fiscal year. The Ore-Ida^® frozen potatoes price increase, along with reduced promotions on Heinz^® ketchup and Smart Ones^® frozen entrees, resulted in overall price gains of 1.9%. The prior year acquisition of Renee’s Gourmet Foods increased sales 1.9% and favorable Canadian exchange translation rates increased sales 0.9%.

Gross profit increased $16.6 million, or 6.4%, to $276.4 million, due primarily to the volume and pricing increases. The gross profit margin decreased to 41.6% from 42.2%, due to increased commodity costs along with increased manufacturing costs in the Canadian business. Operating income increased $9.2 million, or 6.4%, to $152.4 million, due to the increase in gross profit, partially offset by increased marketing and research and development costs.

Europe

Heinz Europe posted very strong results in the quarter as sales and operating income increased 11.7% and 16.0%, respectively. Organic sales (volume and price) growth was almost 6%. Overall, sales increased $80.2 million, or 11.7%, to $766.0 million. Volume increased 2.4%, principally due to strong performance on Heinz^® ketchup, soup and beans, Pudliszki^® branded products in Poland, and Heinz^® sauces and infant feeding products in Russia. These increases were partially offset by volume declines on Heinz^® salad cream, due to reduced promotions, and frozen products due to lost distribution. Net pricing increased sales 3.4%, resulting chiefly from price increases taken on Heinz^® ketchup, beans and soup and frozen potatoes as well as reduced promotions on frozen entrees and desserts in the frozen business in the U.K. Divestitures reduced sales 2.0% and favorable exchange translation rates increased sales by 7.9%.

Gross profit increased $34.9 million, or 12.9%, to $306.8 million, and the gross profit margin increased to 40.1% from 39.6%. These increases reflect improved pricing and volume and the

14

favorable impact of exchange translation rates, partially offset by increased commodity costs. Operating income increased $19.0 million, or 16.0%, to $138.4 million, due to the increase in gross profit and reduced G&A, partially offset by increased marketing expense.

Asia/Pacific

Heinz Asia/Pacific posted very strong results in the quarter as sales and operating income increased 17.6% and 50.0%, respectively. Organic sales growth was 7.3%. Overall, sales increased $55.5 million, or 17.6%, to $371.3 million. Volume increased 6.1%, reflecting strong results in Australia, New Zealand, India and China, related primarily to new product introductions and increased marketing. Pricing increased 1.2% as increases on soy sauce in Indonesia, LongFong^® frozen products in China and nutritional products in India, were partially offset by price declines in convenience meals in Australia. Divestitures, net of acquisitions, reduced sales 0.8%, and favorable exchange translation rates increased sales by 11.1%.

Gross profit increased $24.2 million, or 24.1%, to $124.8 million, and the gross profit margin increased to 33.6% from 31.8%. These increases were due to increased volume, favorable sales mix and favorable foreign exchange translation rates, partially offset by increased commodity costs. Operating income increased by a record $17.1 million, or 50.0%, to $51.3 million, primarily due to the increase in gross profit and the impact of headcount reductions that occurred over the last year, partially offset by increased marketing expense.

U.S. Foodservice

Sales of the U.S. Foodservice segment decreased $2.9 million, or 0.8%, to $363.7 million. Organic sales increased 0.5% driven by pricing which increased sales 3.2%, largely due to commodity-related price increases and reduced promotional spending on Heinz^® ketchup and frozen soup. The core ketchup and sauces business performed well, with ketchup sales up 9%; overall volume decreased 2.7%, reflecting declines in the PPI business unit and tomato products which more than offset the increase in Heinz^® ketchup. Divestitures reduced sales 1.3%.

Gross profit decreased $11.0 million, or 9.9%, to $100.3 million, and the gross profit margin decreased to 27.6% from 30.4% as increased commodity and manufacturing costs along with the volume decline were only partially offset by increased pricing. Operating income decreased $11.5 million, or 20.9%, to $43.5 million, due primarily to the decrease in gross profit.

Rest of World

Sales for Rest of World increased $6.6 million, or 8.6%, to $82.6 million. Volume increased 6.3% due primarily to Heinz^® ketchup sales in Latin America. Higher pricing increased sales by 9.4%, largely due to price increases and reduced promotions in Latin America as well as commodity-related price increases in South Africa. This growth was somewhat offset by a reduction of 6.9% due to divestitures and another 0.2% due to unfavorable foreign exchange translation rates.

Gross profit increased $2.9 million, or 11.2%, to $28.8 million, due mainly to increased pricing, higher volume and improved business mix. Operating income increased $1.4 million, or 16.4% to $10.2 million.

Liquidity and Financial Position

Cash provided by operating activities was $9.1 million, a decrease of $38.4 million from the prior year. The decrease in the first quarter of Fiscal 2008 versus Fiscal 2007 is primarily due to higher inventories and unfavorable movement in income taxes, partially offset by favorable movement in accounts payable and approximately $35 million of cash paid in the prior year for reorganization costs related to workforce reductions in Fiscal 2006. The higher inventory levels reflect stock-building required to support customer service demands created by the Company’s strong growth. The

15

Company expects this increase in inventory to persist through the first half of the year and return to more normal levels in the back half of the fiscal year as it invests in additional capacity. The Company continues to make progress in reducing its cash conversion cycle, with a reduction of 3 days, to 44 days in the first quarter of Fiscal 2008, reflecting improvements in receivables and accounts payable.

During the first quarter of Fiscal 2007, a foreign subsidiary of the Company revalued certain of its assets, under local law, increasing the local tax basis by approximately $245 million. As a result of this revaluation, the Company incurred a foreign income tax liability of approximately $30 million related to this revaluation which was paid during the third quarter of Fiscal 2007. Additionally, cash flow from operations is expected to be improved by approximately $100 million over the five to twenty year tax amortization period.

Cash used for investing activities totaled $101.2 million compared to $13.6 million last year. In Fiscal 2008, cash paid for acquisitions, net of divestitures, required $24.4 million, primarily related to the acquisition of the license to the Cottee’s^® and Rose’s^® premium branded jams, jellies and toppings business in Australia and New Zealand, partially offset by the divestiture of a tomato paste business in Portugal. Proceeds from divestitures, net of acquisitions, provided $10.4 million in Fiscal 2007 primarily related to the Company’s sale in the first quarter of a non-core U.S. Foodservice product line, a frozen and chilled product line in the U.K., and a pet food business in Argentina. Capital expenditures totaled $58.2 million (2.6% of sales) compared to $38.9 million (1.9% of sales) in the prior year, which reflect capacity-related spending in support of future growth and an ongoing investment in better systems. Proceeds from disposals of property, plant and equipment were $0.2 million compared to $24.4 million in the prior year.

Cash used by financing activities totaled $224.3 million compared to $142.3 million last year. Proceeds from short-term debt and commercial paper were $16.1 million this year compared to payments of $10.5 million in the prior year. Payments on long-term debt were $1.1 million in the current year compared to $22.5 million in the prior year. Cash used for the purchases of treasury stock, net of proceeds from option exercises, was $127.3 million this year compared to $1.3 million in the prior year, in line with the Company’s plans for repurchasing $500 million in net shares in Fiscal 2008. Dividend payments totaled $123.2 million, compared to $116.4 million for the same period last year, reflecting an 8.6% increase in the annual dividend on common stock.

At August 1, 2007, the Company had total debt of $4.88 billion (including $29.4 million relating to the fair value of interest rate swaps) and cash and cash equivalents of $352.0 million. Total debt balances since prior year end increased slightly primarily due to share repurchases.

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. 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, strong operating cash flow, and access to the capital markets, if required, should enable the Company to meet its cash requirements for operations, including capital expansion programs, debt maturities, share repurchases and dividends to shareholders.

As of August 1, 2007, the Company’s long-term debt ratings at Moody’s and Standard & Poor’s were Baa2 and BBB, respectively.

The impact of inflation on both the Company’s financial position and the results of operations is not expected to adversely affect Fiscal 2008 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

16

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 August 1, 2007. For additional information, refer to pages 24 and 25 of the Company’s Annual Report on Form 10-K for the fiscal year ended May 2, 2007.

The Company adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) as of the beginning of fiscal year 2008. As of the date of adoption, the total amount of gross unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was $241.8 million. However, the net obligation to taxing authorities under FIN 48 was $142.6 million. The difference relates primarily to outstanding refund claims. The timing of payments will depend on the progress of examinations with tax authorities. The Company does not expect a significant tax payment related to these obligations within the next year. The liability at August 1, 2007 was not materially different from the liability at the date of adoption. The Company is unable to make a reasonably reliable estimate as to when cash settlements with taxing authorities may occur.

Recently Issued Accounting Standards

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in financial statements. This Interpretation includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosures. For additional information, see Note 4, “Income Taxes” in Item 1—“Financial Statements.”

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, and 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 availability of raw materials and packaging,

•   the ability to identify and anticipate and respond through innovation to consumer trends,

•   the need for product recalls,

•   the ability to maintain favorable supplier relationships,

•   currency valuations and interest rate fluctuations,

•   changes in credit ratings,

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•   the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures, and other strategic initiatives,

•   approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements,

•   the ability to successfully complete cost reduction programs,

•   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,

•   cash flow initiatives,

•   risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments,

•   changes in estimates in critical accounting judgments and changes in 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 potential adverse impact of natural disasters, such as flooding and crop failures,

•   the ability to implement new information systems, and

•   other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Form 10-K for the fiscal year ended May 2, 2007.

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 August 1, 2007. For additional information, refer to pages 25-26 of the Company’s Annual Report on Form 10-K for the fiscal year ended May 2, 2007.

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 effective and provided 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 required 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.

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PART II—OTHER INFORMATION

Item 1.   Legal Proceedings

Nothing to report under this item.

Item 1A.   Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended May 2, 2007. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended May 2, 2007, in addition to the other information set forth in this report, could materially affect our business, financial condition, or results of operations. Additional risks and uncertainties not currently known to the Company or that the Company deems to be immaterial also may materially adversely affect our business, financial condition, or results of operations.

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

In the first quarter of Fiscal 2008, 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 Plans		Under the Plans
Period	Purchased		Share		or Programs		or Programs
May 3, 2007 - May 30, 2007		—	$	—		—		—
May 31, 2007 - June 27, 2007		550,000		46.39		—		—
June 28, 2007 - August 1, 2007		2,585,000		45.59		—		—
Total		3,135,000	$	45.73		—		—

The shares repurchased were acquired under the share repurchase program authorized by the Board of Directors on May 31, 2006 for a maximum of 25 million shares. All repurchases were made in open market transactions. As of August 1, 2007, the maximum number of shares that may yet be purchased under the 2006 program is 20,284,792.

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 any exhibits filed pursuant to Item 601(b)(2) of Regulation S-K may omit certain schedules. The Company agrees to furnish such documents to the Commission upon request. Documents not

19

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.

   3(i). The Company’s Second Amended and Restated Articles of Incorporation.

   3(ii). The Company’s By-Laws, as amended and effective August 15, 2007.

   10(a).  Management contracts and compensatory plans:

   (i). Form of Fiscal Year 2008 Stock Option Award and Agreement (U.S. Employees).

   (ii). Form of Stock Option Award and Agreement.

   (iii). Form of Restricted Stock Unit Award and Agreement.

   (iv).   Form of Revised Fiscal Year 2008 Restricted Stock Unit Award and Agreement (U.S. Employees).

   (v). Form of Restricted Stock Unit Award and Agreement (U.S. Employees Retention).

   (vi). Second Amended and Restated Global Stock Purchase Plan.

   (vii). Second Amended and Restated Fiscal Year 2003 Stock Incentive Plan.

   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). 18 U.S.C. Section 1350 Certification by the Chief Executive Officer.

   32(b). 18 U.S.C. Section 1350 Certification by the Chief Financial Officer.

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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 24, 2007

By:  /s/  Arthur B. Winkleblack

Arthur B. Winkleblack

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: August 24, 2007

By:  /s/  Edward J. McMenamin

Edward J. McMenamin

Senior Vice President—Finance

and Corporate Controller

(Principal Accounting Officer)

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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 any exhibits filed pursuant to Item 601(b)(2) of Regulation S-K may omit certain schedules. 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.

3(i).  The Company’s Second Amended and Restated Articles of Incorporation.

3(ii).  The Company’s By-Laws, as amended and effective August 15, 2007.

10(a).  Management contracts and compensatory plans:

(i).  Form of Fiscal Year 2008 Stock Option Award and Agreement (U.S. Employees).

(ii).  Form of Stock Option Award and Agreement.

(iii).  Form of Restricted Stock Unit Award and Agreement.

(iv).   Form of Revised Fiscal Year 2008 Restricted Stock Unit Award and Agreement (U.S. Employees).

(v).  Form of Restricted Stock Unit Award and Agreement (U.S. Employees Retention).

(vi).  Second Amended and Restated Global Stock Purchase Plan.

(vii).  Second Amended and Restated Fiscal Year 2003 Stock Incentive Plan.

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).  18 U.S.C. Section 1350 Certification by the Chief Executive Officer.

32(b).  18 U.S.C. Section 1350 Certification by the Chief Financial Officer.

EX-3.I

Exhibit 3(i)

ARTICLES OF AMENDMENT

of

H. J. HEINZ COMPANY,
a Pennsylvania corporation.

     In compliance with the requirements of 15 Pa. C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, H. J. HEINZ COMPANY, desiring to amend its Articles, hereby certifies under its corporate seal that:

1.	The name of the corporation is H. J. HEINZ COMPANY (the “Corporation”), and its current registered office in the Commonwealth of Pennsylvania is located at 600 Grant Street, Pittsburgh, Pennsylvania 15219.
2.	The corporation was formed under the Act of the General Assembly of the Commonwealth of Pennsylvania, approved April 29, 1874, as supplemented and amended, as shown by its Certificate of Incorporation dated July 27, 1900, and recorded in the office of the Secretary of the Commonwealth in Charter Book Volume No. 61, page 212, and in the office of the Recorder of Deeds in and for the County of Allegheny on February 23, 1905, in Charter Book Volume No. 37, page 250.
3.	A First Restated Articles of Incorporation was filed in the office of the Secretary of the Commonwealth on July 25, 1994.
4.	The Second Restated Articles of Incorporation shall be effective upon the filing of these Articles of Amendment in the Department of State, and the provisions hereunder were properly adopted by the Corporation’s shareholders and/or directors pursuant to 15 Pa. C.S. §§ 1914, et. seq.
5.	The amendment adopted by the corporation, set forth in full, is as follows:
	RESOLVED that the Second Restated Articles of Incorporation of H. J. Heinz Company (hereinafter called the “corporation”) be amended and restated in their entirety so that the same shall read in full as follows:

1.	The name of the corporation is H. J. HEINZ COMPANY.
2.	The location and post office address of the current registered office of the corporation is 600 Grant Street, City of Pittsburgh, County of Allegheny, Commonwealth of Pennsylvania 15219.
3.	The business of the corporation shall be to manufacture, produce, buy, sell and generally deal in food and grocery products and goods, wares, merchandise and personal property of every kind and description and, without limitation, to engage in, and do any and all lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania.
4.	The term of its existence is perpetual.
5.	The aggregate number of shares which the corporation shall have authority to issue as of July 13, 1994 shall be 602,238,876 shares, of which 2,238,876 shares shall be Third Cumulative Preferred Stock of the par value of $10.00 per share, issuable in one or more series, and 600,000,000 shares shall be Common Stock of the par value of $0.25 per share.
	A description of each class of shares which the corporation shall have authority to issue and a statement of the preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each class are as follows:

SECTION I. THIRD CUMULATIVE PREFERRED STOCK

     This Section I sets forth a description of the Third Cumulative Preferred Stock (hereinafter called the “Third Preferred Stock”) and a statement of certain of the voting rights, designations, preferences, privileges, qualifications, limitations, options and common rights, and of certain of the special or relative rights granted to or imposed upon the shares of the Third Preferred Stock, together with a statement of the authority vested in the Board of Directors of the corporation to establish series and to fix and determine the variations in the relative rights and preferences as between series, insofar as they are not fixed by this Section I, and a statement of the rights and preferences of a series of the Third Preferred Stock designated as the “Third Cumulative Preferred Stock, $1.70 First Series” established by the Board of Directors of the corporation pursuant to the aforesaid authority, viz.:

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Subsection A. Issuance in Series.

Subparagraph (1). The Third Preferred Stock shall be divided into and from time to time may be issued in series, and the Board of Directors is hereby expressly vested with the authority, in the resolution or resolutions providing for the issue of shares of particular series, before issuance, to fix and determine the:

(a)	distinctive serial designation of such series;
(b)	annual dividend rate for such series, and the date from which such dividends shall commence to accrue;
(c)	full, limited, multiple, fractional or no voting rights of such series;
(d)	redemption price or prices for such series, which may consist of a redemption price or scale of redemption prices applicable only to redemption for a sinking fund (which term as used herein shall include any fund or requirement for the periodic retirement of shares) and a different redemption price or scale of redemption prices applicable to any other redemption, and the terms and conditions on which shares of such series may be redeemed;
(e)	sinking fund provisions, if any, for the redemption or purchase of shares of such series;
(f)	amounts payable upon shares of such series in the event of the voluntary or involuntary liquidation of the corporation; and
(g)	terms and conditions, if any, upon which shares of such series may be converted and the class or classes or series of shares of the corporation into which such shares may be converted.

Subparagraph (2). All shares of the Third Preferred Stock shall be of equal rank with each other, regardless of series, and shall be identical with each other in all respects except as provided in Subparagraph (1) of this Subsection A.

Subparagraph (3). In case the stated dividends and the amounts payable on liquidation are not paid in full, the shares of all series of the Third Preferred Stock shall share ratably in the payment of dividends, including accruals, if any, in proportion to the sums which would be payable on said shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.

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Subsection B. Dividends on Third Preferred Stock and Junior Stock.

The holders of the Third Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but only out of funds legally available for the payment of dividends, cumulative cash dividends at the annual rate for each particular series theretofore fixed by the Board of Directors as hereinbefore authorized, and no more, payable quarter-yearly, on the first days of January, April, July and October in each year, to shareholders of record on the respective dates, not exceeding 40 days preceding such dividend payment dates, fixed for the purpose by the Board of Directors in advance of payment of each particular dividend. Such dividends on the Third Preferred Stock shall be payable before any dividend on any junior stock (which term as used in this Section I shall mean the Common Stock and any other class of stock of the corporation hereafter authorized ranking junior to the Third Preferred Stock as to dividends or assets) shall be paid or set apart for payment. Dividends on each series of the Third Preferred Stock shall be cumulative from such date as may be fixed by the Board of Directors prior to the issue thereof. Arrearages in the payment of dividends shall not bear interest.

So long as any of the Third Preferred Stock remains outstanding, no dividend whatever shall be paid or declared on any junior stock nor shall any distribution be made on any junior stock, other than a dividend payable in junior stock, nor shall any shares of any junior stock be acquired for a consideration by the corporation:

(1)	unless all dividends on the Third Preferred Stock of all series for all past quarter-yearly dividend periods shall have been paid and the full dividends thereon for the then current quarter-yearly dividend period shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and
(2)	unless, if at any time the corporation is obligated to retire shares of any series of the Third Preferred Stock pursuant to a sinking fund, all arrears in respect of each sinking fund for the Third Preferred Stock of all series shall have been made good.

Subject to the foregoing provisions, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on any junior stock from time to time out of the remaining funds of the corporation legally available for the payment of dividends, and the Third Preferred Stock shall not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise.

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Subsection C. Redemption.

Subject to the provisions of Subparagraph (3) of Subsection E of this Section I and subject to the provisions of the resolution or resolutions of the Board of Directors providing for the issue of shares of any particular series, the corporation, at the option of the Board of Directors, may redeem the whole or any part of the Third Preferred Stock at any time outstanding, or the whole or any part of any series thereof, at any time or from time to time, upon notice duly given as hereinafter specified, at the applicable redemption price or prices fixed by the Board of Directors as hereinbefore authorized, together with a sum, in the case of each share so to be redeemed, computed at the annual dividend rate for the series of which the particular share is a part from and after the date on which dividends on such share became cumulative to and including the date fixed for such redemption, less the aggregate of the dividends theretofore paid thereon, but computed without interest.

Notice of every such redemption of the Third Preferred Stock shall be published at least once in a newspaper printed in the English language and customarily published on each business day and of general circulation in the Borough of Manhattan, the City of New York, New York, and in a similar newspaper similarly published and of general circulation in the City of Pittsburgh, Pennsylvania, and in a similar newspaper similarly published and of general circulation in such other city or cities as may be specified in the resolution or resolutions of the Board of Directors providing for the issue of shares of any particular series, such publications to be at least thirty days prior to the date fixed for such redemption. Notice of every such redemption shall also be mailed at least thirty days prior to the date fixed for such redemption to the holders of record of the shares so to be redeemed at their respective addresses as the same shall appear on the books of the corporation; but no failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceeding for the redemption of any shares so to be redeemed.

In case of redemption of a part only of any series of the Third Preferred Stock at the time outstanding, the redemption may be either pro rata or by lot. The Board of Directors shall have full power and authority to prescribe the manner in which the drawings by lot or the pro rata redemption shall be conducted and, subject to the provisions herein contained, the terms and conditions upon which the Third Preferred Stock shall be redeemed from time to time.

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On or at any time before any redemption date, the corporation may deposit in trust, for the account of the holders of the shares to be redeemed, the moneys necessary for such redemption with a bank or trust company, to be designated in the notice of such redemption, in good standing, having capital, surplus and undivided profits aggregating at least $5,000,000.00, organized under the laws of the United States of America or of the State of New York, doing business in the Borough of Manhattan, the City of New York, New York, or organized under the laws of the United States of America or of the Commonwealth of Pennsylvania and doing business in the City of Pittsburgh, Pennsylvania. In the event such deposit is so made, then, upon the publication, as hereinabove provided, of the notice of such redemption, or upon the earlier delivery to said bank or trust company of irrevocable authorization and direction to publish such notice, all shares with respect to the redemption of which such deposit shall have been made and such publication effected or authorization therefor given shall, whether or not the certificates for such shares shall have been surrendered for cancellation, be deemed to be no longer outstanding for any purpose, and all rights with respect to such shares shall thereupon cease and terminate except the right of the holders of the certificates for such shares to receive, from and after the time of such deposit, the amount payable upon the redemption thereof, without interest, and the right to exercise, on or before the date fixed for redemption, any unexpired privileges of conversion.

Any funds so deposited by the corporation which shall not be required for such redemption because of the exercise of any right of conversion or exchange subsequent to the time of such deposit shall be released or repaid to the corporation forthwith. Any funds so deposited which are unclaimed at the end of six years from such redemption date shall be repaid to the corporation, after which the holders of the shares so called for redemption shall look only to the corporation for payment thereof, provided, however, that if any unclaimed funds so repaid to the corporation shall have been paid by it to the Commonwealth of Pennsylvania under or in lieu of escheat, the holders of the shares so called for redemption shall thenceforth look only to the said Commonwealth for the payment thereof.

Subsection D. Amounts Payable on Liquidation or Dissolution.

In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Third Preferred Stock of each series then outstanding shall be entitled to receive in cash out of the assets of the corporation, before any distribution or payment shall be made to the holders of any junior stock, the full preferential amount or amounts fixed by the Board of Directors

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for such series as herein authorized, plus in respect of each such share a sum computed at the annual dividend rate applicable thereto from and after the date on which dividends on such share became cumulative to and including the date fixed for such payment, less the aggregate of dividends theretofore paid thereon, but computed without interest; provided that if such assets available for the holders of the Third Preferred Stock of each series then outstanding shall be less than the total amount all such holders would be so entitled to receive if all such preferential amount or amounts and dividends were paid in full then the corporation shall, in lieu of making such payments in full to the holders of the Third Preferred Stock of each series then outstanding, make payments to the holders of the Third Preferred Stock of each series then outstanding (in proportion to the respective amounts which would be payable on account of such liquidation, dissolution or winding up if all such payments were paid in full) of an aggregate amount equal to such assets so available. If such payment shall have been made in full to the holders of the Third Preferred Stock on voluntary or involuntary liquidation, dissolution or winding up, the remaining assets of the corporation shall be distributed among the holders of junior stock according to their respective rights and preferences and in accordance with their respective holdings. For the purposes of this Subsection D, a consolidation or merger of the corporation with any other corporation shall not be deemed, as such, to constitute a liquidation, dissolution or winding up of the corporation, but any reorganization of the corporation required by any court or administrative body in order to comply with any provision of law shall be deemed to be an involuntary liquidation, dissolution or winding up of the corporation unless the preferences, qualifications, limitations, restrictions and special or relative rights granted to or imposed upon the Third Preferred Stock are not adversely affected by such reorganization.

Subsection E. Restrictions on Corporate Action.

The consent of the holders of at least two-thirds of the Third Preferred Stock (subject to the provisions of Subparagraph (2) hereof) at the time outstanding, given in person or by proxy, either in writing or at a special meeting called for the purpose, at which the Third Preferred Stock entitled to vote shall vote separately as a class, regardless of series, shall be necessary to effect or validate any one or more of the following:

Subparagraph (1). The authorization of, or any increase in the authorized amount of, any class of stock of the corporation ranking prior to or on a parity with the Third Preferred Stock, either as to dividends or upon liquidation, or any increase in the authorized amount of the Third Preferred Stock;

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Subparagraph (2). The amendment, alteration or repeal of any of the provisions of the Restated Articles of Incorporation, as now or hereafter amended, of the corporation, or any of the provisions of the resolution or resolutions of the Board of Directors providing for the issue of shares of any series of the Third Preferred Stock, so as to affect adversely the rights, preferences or powers of the Third Preferred Stock or of any series of the Third Preferred Stock; provided, however, that if any such amendment, alteration or repeal shall affect adversely the rights, preferences or powers of one or more, but not all, of the series of Third Preferred Stock at the time outstanding, the consent of the holders of at least two-thirds in interest of the shares then outstanding of each series so affected entitled to vote, similarly given, shall be required in lieu of the consent of the holders of two-thirds of the Third Preferred Stock entitled to vote voting as a class; or

Subparagraph (3). The redemption of less than all of the Third Preferred Stock at the time outstanding or the purchase of any of the Third Preferred Stock except in accordance with a purchase offer made to all holders thereof, unless the full dividend on the Third Preferred Stock for all past quarter-yearly dividend periods shall have been paid or declared and a sum sufficient for the payment thereof set apart; provided that no consent of the holders of the Third Preferred Stock entitled to vote or of the holders of a particular series of the Third Preferred Stock entitled to vote shall be required under the provisions of this Subsection E if, at or prior to the time of the act with respect to which such vote would otherwise be required, provision is made in accordance with the provisions of the fourth paragraph of Subsection C of this Section I for the redemption of all shares of Third Preferred Stock or of all shares of the particular series of the Third Preferred Stock at the time outstanding.

If in any case the amounts payable with respect to any requirements to retire shares of the Third Preferred Stock are not paid in full in the case of all series with respect to which such requirements exist, the number of shares to be retired in each series shall be in proportion to the respective amounts which would be payable on account of such requirements if all amounts payable were met in full.

Subsection F. Voting Rights.

Holders of the Third Preferred Stock entitled to vote shall be entitled to vote together with the Common Stock and not as a separate class on all matters at every meeting of the holders of Common Stock of the corporation, and, in addition, holders of the Third Preferred Stock entitled to vote shall be entitled to vote, separately as a class, to the extent provided in Subsection E above, and as hereinafter in this Subsection F

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set forth. If and when six quarter-yearly dividends payable on the Third Preferred Stock of any series shall be in default, in whole or in part, the holders of the outstanding Third Preferred Stock entitled to vote, voting separately as a class regardless of series, shall, in addition to the voting rights provided in Subsection E of this Section I and hereinabove provided in this Subsection F, become entitled to elect two Directors, who shall be additional Directors to the then existing Board, and the holders of the Third Preferred Stock entitled to vote and the Common Stock, voting together, shall be entitled to elect the remaining Directors of the corporation. When all dividends then in default on the Third Preferred Stock then outstanding shall thereafter be paid, the Third Preferred Stock shall then be divested of such additional voting power, but always subject to the same provisions for the vesting of such additional voting power in the Third Preferred Stock entitled to vote in case of any similar future default or defaults. A meeting of the holders of the Third Preferred Stock for the election of such Directors, at which the holders of the Third Preferred Stock entitled to vote shall vote as a class, shall be held at any time after the accrual of such additional voting power, upon notice similar to that provided in the By-Laws for a special meeting of shareholders, upon call by the Secretary of the corporation, who shall call such meeting at the written request of the holders of record of not less than 5% of the Third Preferred Stock entitled to vote then outstanding, addressed to him at the principal business office of the corporation. The holders of a majority of the Third Preferred Stock entitled to vote present in person or by proxy shall be entitled to elect the additional Directors above provided for. Upon termination of the additional voting power of the Third Preferred Stock at any time by reason of the payment of all accumulated and defaulted dividends on such stock, the terms of office of all persons who may have been elected Directors of the corporation by vote of the holders of the Third Preferred Stock shall forthwith terminate.

At all times each holder of a share of the Third Preferred Stock of any series who at the time possessed voting power for any purpose shall, for such purpose, be entitled to such vote, or no vote, for each share of the Third Preferred Stock standing in such holder’s name on the books of the corporation as shall have been theretofore fixed by the Board of Directors as hereinbefore authorized.

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Subsection G. Status of Redeemed and Purchased Shares.

Except as otherwise required by law, all shares of the Third Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall have the status of authorized but unissued shares, and the Board of Directors of the corporation shall have authority, by resolution, to change shares of any particular series redeemed or purchased into shares of another series of the Third Preferred Stock, subject to such limitations, if any, as are stated in the Restated Articles of Incorporation, as now or hereafter amended, of the corporation. However, no shares of the Third Preferred Stock of any series redeemed or purchased (whether or not so changed into shares of another series) shall be re-issued as a part of such series or any other series of the Third Preferred Stock so long as any shares of the Third Preferred Stock of such series shall remain outstanding. Any such cancellation of shares of any series of the Third Preferred Stock redeemed pursuant to Subsection C of this Section I shall not prevent the corporation from subsequently using such shares in satisfaction of sinking fund requirements with respect to the same series if and to the extent permitted by the terms of such series.

Subsection H. Status of Converted Shares.

Upon conversion of any shares of any series of the Third Preferred Stock into another class or classes or series of shares of the corporation pursuant to the provisions of the resolution or resolutions of the Board of Directors providing for the issue of such series, the number of shares which the corporation is authorized to issue shall be thereby so reduced.

Subsection I. Relative Rights and Preferences of the First Series of Third Cumulative Preferred Stock.

Pursuant to a resolution duly adopted by the Board of Directors of the corporation on December 10, 1975, the first series of the Third Cumulative Preferred Stock was established, such series having originally consisted of 1,800,000 shares but having been thereafter reduced to 38,876 shares through conversion and cancellation, the designation and the relative rights and preferences thereof, in addition to those set forth in Subsections A through H of this Section I, being as follows:

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(1)	The designation is “Third Cumulative Preferred Stock, $1.70 First Series” (hereinafter called the “First Series”).
(2)	The amount of $1.70 per share of the First Series per year, and no more, is hereby fixed as the rate per annum at which the holders of shares of the First Series shall be entitled to receive dividends; and the date of issue of the First Series is hereby fixed as the date from and after which such dividends shall accumulate.
(3)	Each holder of a share of the First Series shall have voting rights and shall be entitled to one-half vote for each share of the First Series standing in such holder’s name on the books of the corporation.
(4)	The shares of the First Series are redeemable in whole or in part at any time. The redemption price payable upon the exercise of the right to redeem the shares of the First Series is fixed at $28.50, plus dividends accrued and unpaid thereon to the date fixed for redemption. In addition to the publication of notice of redemption in the newspapers specified in Subsection C of this Section I, such notice shall also be published in the City of Keokuk, Iowa.
(5)	Upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation the holders of shares of the First Series shall be entitled to receive at the time thereof in cash out of the assets of the corporation, before any distribution or payment shall be made to the holders of any junior stock, an amount equal to the redemption price of $28.50, plus dividends accrued and unpaid thereon to such time.
(6)	At the option of the holder thereof and upon surrender to the corporation at the office of a Transfer Agent of the Common Stock, either in the Borough of Manhattan, the City of New York, New York or in the City of Pittsburgh, Pennsylvania, each share of the First Series shall be convertible (or if such share is called for redemption, then in respect of such share to and including but not after the date fixed for such redemption), into fully paid non-assessable shares of Common Stock of the corporation (as such Common Stock shall then be constituted) at the conversion rate of 9.0 shares of Common Stock per share of stock of the First Series, the conversion rate having been previously adjusted from the initial conversion rate through the date of these Amended and Restated Articles of Incorporation pursuant to Subparagraph (d) of this Paragraph (6) being subject to further adjustment as hereinafter provided:

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(a)	If and whenever the corporation shall at any time after the date of issue of the First Series make any distribution described in Subparagraph (b) below or issue any shares of Common Stock (excluding shares of Common Stock or other securities issued upon the conversion of shares of the First Series, and excluding shares of Common Stock or other securities issued on the exercise of options and warrants outstanding on the date of issue of the First Series, and excluding shares of Common Stock or other securities issued on the exercise of options granted at any time after the date of issue of the First Series pursuant to any option plan for employees of the corporation or its subsidiaries, all of which are hereinafter in this Paragraph (6) referred to as “Excluded Shares”), then successively upon each such distribution or issuance the conversion rate shall be immediately (except as provided in Subparagraph (g) below) adjusted in accordance with the following formula:
	$28.50 shall be multiplied by the number of shares of Common Stock outstanding after any such issuance (other than Excluded Shares) and the resulting product shall be divided by the aggregate consideration, determined in accordance with Subparagraph (b) of this Paragraph (6), received by the corporation for shares of Common Stock then outstanding (other than Excluded Shares). The resulting quotient, adjusted to the nearest one-thousandth, shall thereafter be the conversion rate until further adjusted as herein provided, except that if by any such computation the current conversion rate would be decreased to less than the basic conversion rate as defined in Subparagraph (d) of this Paragraph (6), then the conversion rate shall nevertheless be the basic conversion rate.
(b)	For the purpose of this Paragraph (6), the corporation shall be deemed to have received as consideration for the shares of its Common Stock outstanding at the time of making any computation hereunder $862,332,309, minus the aggregate of the amount (as valued by the Board of Directors) of all distributions (other than dividends payable in cash and/or in equity or other securities of the corporation) which have been made payable to holders of Common Stock as of a record date occurring after the date of issue of the First Series, plus any additional consideration received by the corporation after the date of issue of the First Series (other than the consideration received by the corporation in

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connection with the issue of shares of the First Series), which additional consideration shall be determined as follows:

(i)	In the case of the issuance of shares for cash, the consideration shall be the amount of such cash, provided that in no case under this Subparagraph (b) shall any deduction be made for any underwriting discounts or commissions or any expenses incurred by the corporation for any underwriting of the issue or otherwise in connection therewith;
(ii)	In the case of the issuance of shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors;
(iii)	In the case of shares issued as a stock dividend, no consideration shall be deemed to have been received therefor and such securities shall be deemed to have been issued at the close of business on the record date for the determination of shareholders entitled to receive the same; and
(iv)	In case the corporation shall at any time after the date of issue of the First Series issue any new securities, other than the shares of the First Series, convertible into Common Stock, or any options (other than options granted pursuant to any option plan for employees of the corporation or its subsidiaries) or rights (including warrants) to subscribe to Common Stock, the shares of Common Stock issuable on the conversion of any such securities or upon the exercise of any such options or rights shall (A) if inclusion thereof would result in a current conversion rate greater than if excluded be deemed (so long as such conversion or purchase privilege is outstanding), for the purpose of the computation made pursuant to Subparagraph (a) of this Paragraph (6), to have been forthwith issued; and (B) in every other case shall be deemed to be issued at the close of business on the date of conversion of such convertible securities or exercise of such options or rights. The corporation for the purpose of any computation under this Subdivision (iv) shall be deemed to have received a consideration for such

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Common Stock equal to the consideration received by the corporation for the convertible securities, options or rights so issued, plus the consideration, if any, to be received by the corporation upon their conversion or the exercise of any such options or rights, as the case may be.

(c)	For the purpose of this Paragraph (6), a sale or other disposition by the corporation of its securities which had been issued and outstanding and were acquired by the corporation and which have not been retired, or an issuance of Common Stock to the corporation upon conversion of shares of the First Series held by it, or a sale or other disposition by it of such Common Stock, or a purchase or other acquisition by it of its securities, shall not effect, result in or require any adjustment in the conversion rate or be taken into account in computing any future adjustment in the conversion rate.
(d)	In case shares of Common Stock at any time outstanding shall be subdivided into a greater or consolidated into a lesser number of shares, either with or without par value, then the current conversion rate and the basic conversion rate shall be proportionately increased or decreased, as the case may be, and in the case of a stock dividend, the basic conversion rate shall be proportionately increased. The basic conversion rate as used in this Paragraph (6) shall mean the conversion rate hereinbefore stated, as such conversion rate may be adjusted from time to time pursuant to this Subparagraph (d); provided that if any such adjustment of the basic conversion rate has once been made, then each subsequent adjustment thereof shall be made with respect to the last previously established basic conversion rate.
(e)	In case of any reclassification or change of outstanding shares of Common Stock of the class issuable upon conversion of the shares of the First Series (other than a change from no par value to par value, or from par value to no par value, or a change in par value, or as a result of a subdivision or consolidation of shares), or in case of any consolidation or merger of the corporation with or into another corporation (other than a merger with a subsidiary in which merger the corporation is the continuing corporation and which does not result in any reclassification or change of outstanding shares of Common Stock of the class issuable upon conversion of the shares of the First Series), or in case of any sale or

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conveyance to another corporation of the property of the corporation as an entirety or substantially as an entirety, the holder of each share of the First Series then outstanding shall have the right thereafter (or if such share is called for redemption, then in respect of such share to and including but not after the date fixed for such redemption), to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock of the corporation into which such share might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.

(f)

In case at any time conditions shall arise by reason of action taken by the corporation which, in the opinion of the Board of Directors of the corporation, are not adequately covered by the other provisions of this Paragraph (6) and which might materially and adversely affect the conversion rights pertaining to the shares of the First Series, or in case at any time any such conditions are expected to arise by reason of any action contemplated by the corporation, the Board of Directors of the corporation shall appoint a firm of independent public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the corporation) who shall give their opinion as to the adjustment, if any (not inconsistent with the standards established in this Paragraph (6)), of the conversion rate (including, if necessary, any adjustment as to the securities into which the shares of the First Series may thereafter be converted) which is, or would be, required to preserve without dilution the conversion rights pertaining to the shares of the First Series. The Board of Directors shall make the adjustment recommended forthwith upon the receipt of such opinion or the taking of any such action contemplated, as the case may be; provided, however, that no adjustment of the conversion rate shall be made which in the opinion of the accountant or firm of accountants giving the aforesaid opinion would result in a decrease of the conversion rate to less than the then basic conversion rate, except as otherwise provided in Subparagraph (d) of this Paragraph (6).

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(g)

Anything in this Paragraph (6) to the contrary notwithstanding, the corporation shall not be required to make any adjustment of the conversion rate in any case in which the amount by which such conversion rate would be increased or decreased in accordance with the foregoing provisions of this Paragraph (6) would be less than one one-hundredth of a share of Common Stock but in such case any adjustment that would otherwise be required then to be made shall be carried forward and made at the time and together with the next subsequent adjustment which, together with any and all such adjustments so carried forward, shall amount to one one-hundredth of a share of Common Stock.

(h)

The corporation shall give written notice of each adjustment in the conversion rate to each holder of record of the First Series at the address of each such holder as shown on the books of the corporation at the time of payment of the regular cash dividend on the First Series occurring next after such adjustment.

Whenever the corporation shall make any adjustment in the conversion rate as herein provided, the corporation shall forthwith file with the Transfer Agents of the Common Stock in the Borough of Manhattan, the City of New York, New York and in the City of Pittsburgh, Pennsylvania, a statement, signed by the President or a Vice President of the corporation and by its Treasurer or an Assistant Treasurer, showing in detail the facts requiring such adjustment and the conversion rate that will be effective after such adjustment.

In case at any time:

(1)	the corporation shall pay any dividend payable in shares of its Common Stock upon its Common Stock or make any distribution (other than a quarterly cash dividend in an amount per share not in excess of the amount per share of the last preceding quarterly cash dividend) to the holders of its Common Stock;
(2)	the corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights;

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(3)	there shall be any capital reorganization or reclassification of the capital stock of the corporation or consolidation or merger of the corporation with, or sale of all or substantially all of its assets to, another corporation; or
(4)	there shall be a voluntary or involuntary dissolution, liquidation or winding up of the corporation;

then, in any one or more of said cases, the corporation shall give written notice, by first class mail, postage prepaid, addressed to each holder of record of the First Series at the address of each such holder as shown on the books of the corporation, of the date on which (a) the books of the corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, as the case may be. Such written notice shall be given at least 21 days prior to the action in question and not less than 21 days prior to the record date or the date on which the corporation’s transfer books are closed with respect thereto.

No fraction of share of Common Stock shall be issued upon conversion of shares of the First Series but, in lieu thereof the corporation shall pay to the holder of such shares so converted who would otherwise be entitled to a fractional share, a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market value of a full share of Common Stock on the date immediately preceding the date upon which any such shares are surrendered for conversion. The market value of a share of Common Stock shall be computed on the basis of the average of the bid and asked quotations in the over-the-counter market on the last business day before the conversion date or, if the Common Stock shall at the time be dealt in on a securities exchange, shall be the last recorded sale price of a share of Common Stock on such exchange on the last business day preceding the conversion date or, if there be no such last recorded sale price, the last quoted bid price on such exchange at the close of trading on such day.

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The corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock the full number of shares of Common Stock deliverable upon the conversion of all shares of the First Series from time to time outstanding.

The corporation will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of shares of the First Series pursuant hereto. The corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of the First Series so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the corporation the amount of any such tax or has established, to the satisfaction of the corporation, that such tax has been paid.

Subsection J. Relative Rights and Preferences of the Second Series of Third Cumulative Preferred Stock.

Pursuant to a resolution duly-adopted by the Board of Directors of the corporation on October 9, 2002, the second series of the Third Cumulative Preferred Stock was established consisting of 1,000 shares, the designation and the relative rights and preferences thereof, in addition to those set forth in Subsections A through H of this Section I, being as follows:

(1)

The designation is “Third Cumulative Preferred Stock, 6.5% Second Series” (hereinafter called the “Second Series”).

(2)

The rate of 6.5% per share of the Second Series per year is hereby fixed as the rate per annum at which the holders of shares of the Second Series shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cash dividends at the annual rate of $123,190.93 per share (being 6.5% of the liquidation value of $1,894,245.00 per share as stated below), and no more, payable quarterly in arrears on the dividend payment dates specified hereunder. Such dividends shall be cumulative from December 10, 2002. The amount of dividends payable for the initial dividend period, or any other period shorter or longer than a full calendar quarter, on the Second Series shall be computed on the basis of twelve 30-day months and a 360-day year.

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(3)	Each holder of a share of the Second Series shall not be entitled to any voting rights except as provided by law and except as provided in Subsection E above. Without limitation, the holders of the Second Series shall not be entitled to participate in any vote of the holders of the Third Preferred Stock referred to in Subsection F above.
	In exercising the voting rights set forth in this Subsection, each share of the Second Series shall have one vote per share, except that when any other series of shall have the right to vote with the Second Series as a single class on any matter, then the Second Series shall have with respect to such matters such number of votes per share as shall be necessary so that the voting rights of the shares of the Second Series and the voting rights of the shares of such other series of preferred stock are in proportion to their respective liquidation values per share. Except as otherwise required by applicable law or as set forth herein, the shares of the Second Series shall not have any relative, participating, optional, or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action.
(4)	The shares of the Second Series are not redeemable by the corporation.
(5)	Upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares of the Second Series shall be entitled to receive at the time thereof in a cash out of the assets of the corporation, before any distribution or payment shall be made to the holders of any junior stock, the amount of $1,894.245.00 per share, plus dividends accrued and unpaid thereon to such time.

Subsection K. Relative Rights and Preferences of the Third Series of Third Cumulative Preferred Stock.

Pursuant to a resolution duly-adopted by the Board of Directors of the
corporation on October 9, 2002, and by action by written consent of a duly-authorized Pricing Committee of the Board of Directors on November 8, 2002, the third series of the Third Cumulative Preferred Stock was established consisting of 1,000 shares, the designation and the relative rights and preferences thereof, in addition to those set forth in Subsections A through H of this Section I, being as follows:

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(1)	The designation is “Third Cumulative Preferred Stock, 6.60% Third Series” (hereinafter called the “Third Series”).
(2)	The rate of 6.60% per share of the Third Series per year is hereby fixed as the rate per annum at which the holders of shares of the Third Series shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cash dividends at the annual rate of $11,258.68 per share (being 6.60% of the liquidation value of $170,586.00 per share as stated below), and no more, payable quarterly in arrears on the dividend payment dates specified hereunder. Such dividends shall be cumulative from the date of issue of the Third Series. The amount of dividends payable for the initial dividend period, or any other period shorter or longer than a full calendar quarter, on the Third Series shall be computed on the basis of twelve 30-day months and a 360-day year.
(3)	Each holder of a share of the Third Series shall not be entitled to any voting rights except as provided by law and except as provided in Subsection E above. Without limitation, the holders of the Third Series shall not be entitled to participate in any vote of the holders of the Third Preferred Stock referred to in Subsection F above.
	In exercising the voting rights set forth in this Subsection, each share of the Third Series shall have one vote per share, except that when any other series of shall have the right to vote with the Third Series as a single class on any matter, then the Third Series shall have with respect to such matters such number of votes per share as shall be necessary so that the voting rights of the shares of the Third Series and the voting rights of the shares of such other series of preferred stock are in proportion to their respective liquidation values per share. Except as otherwise required by applicable law or as set forth herein, the shares of the Third Series hall not have any relative, participating, optional, or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action.
(4)	The shares of the Third Series shall be redeemable in whole or in part at any time on or after the 25th anniversary of the date of first issuance of shares of the series. The Third Series shall not be redeemable by the corporation prior to that date. The redemption price payable upon exercise of the right to redeem shares of the Third Series is fixed at the liquidation value of $170,586.00 per share, plus dividends accrued and unpaid thereon to such time.

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(5) Upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares of the Third Series shall be entitled to receive at the time thereof in a cash out of the assets of the corporation, before any distribution or payment shall be made to the holders of any junior stock, the amount of $170,586.00 per share, plus dividends accrued and unpaid thereon to such time.

Subsection L. Relative Rights and Preferences of the Fourth Series of Third Cumulative Preferred Stock.

Pursuant to a resolution duly-adopted by the Board of Directors of the corporation on March 14, 2007, the fourth series of the Third Cumulative Preferred Stock was established consisting of 1,000 shares, the designation and the relative rights and preferences thereof, in addition to those set forth in Subsections A through H of this Section I, being as follows:

(1)	The designation is “Third Cumulative Preferred Stock, 7.65% Fourth Series” (hereinafter called the “Fourth Series”).
(2)	The rate of 7.65% per share of the Fourth Series per year is hereby fixed as the rate per annum at which the holders of shares of the Fourth Series shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cash dividends at the annual rate of $130,050.00 per share (being 7.65% of the liquidation value of $1,700,000.00 per share as stated below), and no more, payable quarterly in arrears on the dividend payment dates specified hereunder. Such dividends shall be cumulative from May 2, 2007, the date of issue of the Fourth Series. The amount of dividends payable for the initial dividend period, or any other period shorter or longer than a full calendar quarter, on the Fourth Series shall be computed on the basis of twelve 30-day months and a 360-day year.
(3)	Each holder of a share of the Fourth Series shall not be entitled to any voting rights except as provided by law and except as provided in this Subsection. Without limitation, except as required by law, the holders of the Fourth Series shall not be entitled to participate in any vote of the holders of the Third Preferred Stock referred to in Subsections E or F above.
	Without the affirmative vote or written consent of the holders of a majority of the outstanding shares of the Fourth Series, voting separately as a class, the corporation will not amend, alter or repeal (by merger or otherwise) any provision of these Restated Articles

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	so as to materially adversely affect the preferences, rights, or powers of the Fourth Series; provided that any such amendment that changes the dividend payable on or the liquidation preference of the Fourth Series shall require the affirmative vote at a meeting of holders of the Fourth Series called for the purposes or the written consent of the holders of each outstanding share of the Fourth Series adversely affected thereby.
	Without the affirmative vote or written consent of the holders of a majority of the outstanding shares of the Fourth Series, voting separately as a class, the corporation will not (i) issue any shares of the Fourth Series in addition to the shares designated thereby; (ii) authorize, or increase the authorized amount of, any class of stock of the corporation ranking prior to or on a parity with the Third Preferred Stock, either as to dividends or upon liquidation; or (iii) increase the authorized amount of the Third Preferred Stock; provided that clauses (ii) and (iii) shall not limit the right of the corporation to issue preferred stock ranking pari passu with the Fourth Series in connection with any merger in which the corporation is the surviving entity.
	In exercising the voting rights set forth in this Subsection, each share of the Fourth Series shall have one vote per share, except that when any other series of preferred stock shall have the right to vote with the Fourth Series as a single class on any matter, then the Fourth Series shall have with respect to such matters such number of votes per share as shall be necessary so that the voting rights of the shares of the Fourth Series and the voting rights of the shares of such other series of preferred stock are in proportion to their respective liquidation values per share. Except as otherwise required by applicable law or as set forth above, the shares of the Fourth Series shall not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action.
(4)	The shares of the Fourth Series shall be redeemable on the 15th anniversary of the date of first issuance of shares of the Series, subject to the restrictions provided above and the final paragraph of Subsection E above. The Fourth Series shall be redeemable in whole or in part by the corporation beginning on the 10th anniversary of the date of first issuance of the shares of the series, subject to the restrictions provided above and the final paragraph of Subsection E above. The redemption price payable upon exercise of the right to redeem shares of the Fourth Series is fixed at the liquidation value of

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$1,700,000.00 per share, plus dividends accrued and unpaid thereon to the date fixed for redemption.

(5)

Upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares of the Fourth Series shall be entitled to receive at the time thereof in a cash out of the assets of the corporation, before any distribution or payment shall be made to the holders of any junior stock, the amount of $1,700,000.00 per share, plus dividends accrued and unpaid thereon to such time.

SECTION II. COMMON STOCK

     This Section II sets forth the powers, preferences and rights and the qualifications, limitations or restrictions in respect to the Common Stock of the corporation.

Subsection A. Equal Rights.

Each share of Common Stock issued or to be issued under the provisions of this Article Fifth shall be equal in all respects one with the other, and no dividend shall be paid on any shares of Common Stock unless the same dividend is paid on all shares of Common Stock outstanding at the time of such payment, and there shall be no distinction or difference between any share of Common Stock, or any rights appertaining thereto, and any other share of Common Stock.

Subsection B. Other Rights.

Except for and subject to those rights expressly granted in Section I of this Article Fifth to the holders of the Third Cumulative Preferred Stock, or except as may be provided by the laws of the Commonwealth of Pennsylvania, the holders of the Common Stock shall have exclusively all other rights of stockholders including but not by way of limitation: (a) exclusive voting power for all purposes and exclusive rights to all notices of meetings or of any action to be taken by the corporation or by its stockholders, (b) the right to receive dividends, when and as declared by the Board of Directors out of assets lawfully available therefor, and (c) in the event of any distribution of assets upon liquidation, dissolution or winding up of the corporation or otherwise, the right to receive ratably and equally all of the assets and funds of the corporation remaining after the payment to the holders of other classes of stock of the corporation of the specific amounts which they are entitled to receive upon such liquidation, dissolution or winding up of the corporation as hereinbefore provided in Section I of this Article Fifth.

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Subsection C. Issuance of Common Stock.

The Common Stock shall be issued from time to time and at such time and in such manner and for such consideration, whether in cash or property or otherwise, as the Board of Directors shall in their absolute discretion by a duly adopted resolution provide.

SECTION III. PREEMPTIVE RIGHTS

     No holder of stock of the corporation of any class, whether now or hereafter outstanding, shall be entitled or have any right, as such holder, to subscribe for or to purchase any part of (i) any shares of any class whatsoever which the corporation may hereafter issue or sell or (ii) any obligations or securities which the corporation may hereafter issue or sell convertible into or exchangeable for any shares of the corporation of any class or (iii) any warrants which the corporation may hereafter issue or sell that shall confer upon the holder or owner thereof the right to subscribe for or purchase from the corporation any of its shares of any class. The provisions of this Section III shall be effective to eliminate and deny any preemptive right which may exist or may have existed in respect of any outstanding shares.

SECTION IV. CUMULATIVE VOTING RIGHTS

     No shareholder shall in any election of directors have any right to cumulate his votes and cast them for one candidate or distribute them among two or more candidates.

SECTION V. MAJORITY VOTING

     Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, then the nominees receiving the highest number of votes up to the number of directors to be elected shall be elected. For purposes of this Section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. If an incumbent director is not elected, the director shall offer to tender his or her resignation to the Board. The Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not

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participate in the decisions of the Corporate Governance Committee or of the Board with respect to his or her own resignation.

6.	Section I. Limitation of Director Liability.
	To the fullest extent that laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit elimination of limitation of the liability of directors, no Director of the corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director. This Section A shall not apply to any action filed prior to January 27, 1987, nor to any breach of performance of duty or any failure of performance of duty by any Director occurring prior to January 27, 1987. The provisions of this Section A shall be deemed to be a contract with each Director of the corporation who serves as such at any time while such provisions are in effect, and each such Director shall be deemed to be serving as such in reliance on the provisions of this Section A. This Section A shall not be amended, altered or repealed without the affirmative vote of the holders of at least 60% of the voting power (without consideration of the rights of any class of stock to elect directors by a separate class vote) of the then outstanding shares of capital stock of the corporation entitled to vote in an annual election of Directors, voting together and not as separate classes, unless such amendment, alteration or repeal is first recommended and approved by a majority of the entire Board of Directors in which case only a majority shareholder vote shall be required. Such affirmative vote shall be required notwithstanding the fact that no vote is required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. Any amendment to, alteration or repeal of this Section A which has the effect of increasing Director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or any failure to act, by a Director prior thereto.
	Section II. Indemnification of Directors, Officers and Others.
	Except as prohibited by law, the corporation may indemnify any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) and may take such steps as may be deemed appropriate by the Board of Directors, including purchasing and maintaining insurance, entering into contracts (including, without limitation, contracts or indemnification between the corporation and its directors, officers or employees), creating a trust fund, granting security interests or using other means (including, without limitation, a letter of credit) to ensure the payment of such amount as may be necessary to effect such indemnification. This Section II shall apply to any action taken, or any failure to take any action, on or after January 27, 1987. This Section II shall not be amended, altered or repealed without the affirmative vote of the holders of at least 60% of the voting

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power (without consideration of the rights of any class of stock to elect directors by a separate class) of the then outstanding shares of capital stock of the corporation entitled to vote in an annual election of Directors, voting together and not as separate classes, unless such amendment, alteration or repeal is first recommended and approved by a majority of the entire Board of Directors in which case only a majority shareholder vote shall be required. Such affirmative vote shall be required notwithstanding the fact that no vote is required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. Any amendment to, alteration or repeal of this Section II which has the effect of limiting the authority of the corporation to indemnify persons under this Section II shall operate prospectively only and shall not limit in any way any indemnification provided pursuant to this Section II with respect to any action taken, or failure to act, occurring prior thereto.

7.1

A higher than majority shareholder vote for certain Business Combinations shall be required as follows (all capitalized terms being used as subsequently defined herein):

(a) In addition to any affirmative vote required by law or the Articles of Incorporation, and except as otherwise expressly provided in Section 7.2 of this Article Seventh:

(1)	any merger or consolidation of the corporation or any Subsidiary with (A) any Interested Shareholder or with (B) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Shareholder;
(2)	any sale, lease, exchange, loan, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value of $15,000,000.00 or more;
(3)	the issuance or sale by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder in exchange for cash, securities or other consideration (or a combination thereof) having an aggregate Fair Market Value of $15,000,000.00 or more;

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(4)

the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder; or

(5)

any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity securities or securities convertible into equity securities of the corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder;

shall require the affirmative vote of the holders of at least 80% of the voting power (without consideration of the rights of any class of stock to elect directors by a separate class vote) of the then outstanding shares of capital stock of the corporation entitled to vote in an annual election of directors (the “Voting Stock”), voting together and not as separate classes. Such affirmative vote shall be required notwithstanding the fact that no vote is required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(b)

the term “Business Combination” as used in this Article Seventh shall mean any transaction which is referred to in any one or more of clauses (1) through (5) of Subparagraph (a) of Section 7.1 of this Article Seventh.

7.2 The provisions of Section 7.1 of this Article Seventh shall not be applicable to any Business Combination, and such Business Combination shall require only such affirmative vote (if any) as is required by law or any other provision of the Articles of Incorporation if the conditions specified in either of the following Subparagraphs (a) or (b) are met:

(a)	The Business Combination shall have been approved by a majority of the Continuing Directors; or
(b)	All of the following six conditions shall have been met:

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(1) The transaction constituting the Business Combination shall provide for a consideration to be received by holders of Common Stock in exchange for their stock, and the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest of the following:

(A)	(if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any shares of Common Stock beneficially owned by the Interested Shareholder which were acquired (i) within the two-year period immediately prior to the first public announcement of the proposed Business Combination (the “Announcement Date”) or (ii) in the transaction in which it became an Interested Shareholder, whichever is higher;
(B)	the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (the “Determination Date”), whichever is higher; and
(C)	(if applicable) the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to clause (B) immediately preceding, multiplied by the ratio of (i) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any shares of Common Stock beneficially owned by the Interested Shareholder which were acquired within the two-year period immediately prior to the Announcement Date to (ii) the Fair Market Value per share of Common Stock on the first day in such two-year period on which the Interested Shareholder beneficially owned any shares of Common Stock.
	All per share prices shall be adjusted to reflect any intervening stock splits, stock dividends and reverse stock splits.

(2) If the transaction constituting the Business Combination shall also provide for a consideration to be received by holders of any class of outstanding Voting Stock (other than Common Stock and other than Institutional Voting Stock) in exchange for their stock, the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of

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consideration other than cash to be received per share by holders of Shares of such Voting Stock shall be at least equal to the highest of the following (it being intended that the requirements of this clause (b) (2) shall be required to be met with respect to every class of outstanding Voting Stock (other than Institutional Voting Stock), whether or not the Interested Shareholder beneficially owns any shares of a particular class of Voting Stock):

(A)	(if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any shares of such class of Voting Stock beneficially owned by the Interested Shareholder which were acquired (i) within the two-year period immediately prior to the Announcement Date, or (ii) in the transaction in which it became an Interested Shareholder, whichever is higher;
(B)	(if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation;
(C)	the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher; and
(D)	(if applicable) the price per share equal to the Fair Market Value per share of such class of Voting Stock determined pursuant to clause (C) immediately preceding, multiplied by the ratio of (i) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any shares of such class of Voting Stock beneficially owned by the Interested Shareholder which were acquired within the two-year period immediately prior to the Announcement Date to (ii) the Fair Market Value per share of such class of Voting Stock on the first day in such two-year period on which the Interested Shareholder beneficially owned any shares of such class of Voting Stock.
	All per share prices shall be adjusted for intervening stock splits, stock dividends and reverse stock splits.

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(3)	The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as was previously paid in order to acquire shares of such class of Voting Stock which are beneficially owned by the Interested Shareholder. If the Interested Shareholder beneficially owns shares of any class of Voting Stock which were acquired with varying forms of consideration, the form of consideration to be received by holders of such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock beneficially owned by it.
(4)	After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (A) except as approved by a majority of the Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding preferred stock; (B) there shall have been (i) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock) except as approved by a majority of the Continuing Directors, and (ii) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors; and (C) such Interested Shareholder shall not have become the beneficial owner of any shares of Voting Stock except as part of the transaction in which it became an Interested Shareholder.
(5)	After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

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(6) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to all shareholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

7.3 For the purposes of this Article Seventh:

(a)	A “person” shall mean any individual, firm, corporation or other entity;
(b)	“Interested Shareholder” at any particular time shall mean any person (other than the corporation or any Subsidiary) who or which:

(1)	is at such time the beneficial owner, directly or indirectly, of shares of the corporation having more than 10% of the voting power of the then outstanding Voting Stock; or
(2)	at any time within the two-year period immediately prior to such time was the beneficial owner, directly or indirectly, of shares of the corporation having more than 10% of the voting power of the then outstanding Voting Stock; or
(3)	is at such time an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Voting Stock which were at any time within the two-year period immediately prior to such time beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(c) A person shall be a “beneficial owner” of any shares of Voting Stock which:

(1)	are beneficially owned, directly or indirectly, by such person or any of its Affiliates or Associates;
(2)	such person or any of its Affiliates or Associates has (A) the right to acquire (whether or not such right is exercisable immediately) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding; or

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(3) are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

(d)	For the purposes of determining whether a person is an Interested Shareholder pursuant to Subparagraph (b) of this Section 7.3, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned by an Interested Shareholder through application of Subparagraph (c) of this Section 7.3 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise.
(e)	“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on September 14, 1983 (the term “registrant” in said Rule 12b-2 meaning, in this case, the corporation).
(f)	“Beneficially owned” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on September 14, 1983.
(g)	“Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation; provided, however, that for the purposes of the definition of Interested Shareholder set forth in Subparagraph (b) of this Section 7.3, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the corporation.
(h)	“Continuing Director” means any member of the Board of Directors of the corporation who is unaffiliated with, and not a representative of, the Interested Shareholder and was a member of the Board of Directors on September 14, 1983 or prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Continuing Director who is unaffiliated with, and not a representative of, the Interested Shareholder and is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors.
(i)	“Fair Market Value” means: (1) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or if such stock is not

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	listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (2) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.
(j)	“Institutional Voting Stock” shall mean any class of Voting Stock which was issued directly to and continues to be held solely by one or more insurance companies, pension funds, commercial banks, savings banks or similar financial institutions or institutional investors.
(k)	In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash to be received” as used in Subparagraph (b) of Section 7.2 of this Article Seventh shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

7.4	The Board of Directors shall have the power and duty to determine for the purposes of this Article Seventh, on the basis of information known to them after reasonable inquiry, (a) whether a person is an Interested Shareholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether a class of Voting Stock is Institutional Voting Stock and (e) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $15,000,000.00 or more. Any such determination made in good faith shall be binding and conclusive.
7.5	Nothing contained in this Article Seventh shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.
7.6	Notwithstanding any other provisions of law, the Articles of Incorporation or the By-Laws of the corporation, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article Seventh.

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8.

The Articles of Incorporation, as amended and restated herein, supersede the original Articles of Incorporation and all amendments thereto.

FURTHER RESOLVED, that the Chairman of the Board, President and Chief Executive Officer or any Vice President of the corporation be, and they hereby are, authorized, empowered and directed to execute, under the corporate seal of the corporation, Articles of Amendment to the Amended and Restated Articles of Incorporation of the corporation and to cause said Articles of Amendment to be filed forthwith with the Department of State of the Commonwealth of Pennsylvania.

     IN WITNESS WHEREOF, H. J. Heinz Company has caused these ARTICLES OF INCORPORATION to be signed by its Chairman, President and Chief Executive Officer and its corporate seal, duly attested by its Secretary, to be hereunto affixed this                      day of August, 2007.

ATTEST:		H. J. HEINZ COMPANY
By:		By:
	RENE D. BIEDZINSKI,		WILLIAM R. JOHNSON,
	Corporate Secretary		Chairman, President, and
			Chief Executive Officer
	(Corporate Seal)

FILED in the Department of State for the Commonwealth of Pennsylvania on                                         , 2007

Secretary of the Commonwealth

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EX-3.II

Exhibit 3(ii)

BY-LAWS

of

H. J. HEINZ COMPANY

(Incorporated Under the Laws of the Commonwealth of Pennsylvania)

Approved by the Board of Directors:	June 10, 1970
Adopted by the Shareholders:	September 9, 1970
Amended by the Board of Directors:	June 13, 1973, November 9, 1977,
	June 13, 1979, July 11, 1979,
	September 9, 1987, July 6, 1990,
	October 12, 1994, July 10, 1996,
	April 8, 1998 (effective April 30, 1998),
	September 8, 1999 and June 12, 2002
Amended by the Shareholders:	September 9, 1987
	August 15, 2007

BY-LAWS OF H. J. HEINZ COMPANY

ARTICLE I — IDENTIFICATION

     SECTION 1. Principal Office. The principal office of the Company shall be at such place in the Commonwealth of Pennsylvania as the Board of Directors shall by resolution from time to time designate.

     SECTION 2. Seal. The Company shall have a corporate seal in such form as the Board of Directors shall by resolution from time to time prescribe.

     SECTION 3. Fiscal Year. The fiscal year shall end on the Wednesday nearest to April 30 of each year and begin on the following day.

ARTICLE II — SHAREHOLDERS’ MEETING

     SECTION 1. Place of Meetings. Meetings of the shareholders of the Company shall be held at the principal office of the Company or at such other place within or without the Commonwealth of Pennsylvania as may be fixed by the Board of Directors.

     SECTION 2. Annual Meeting. The annual meeting of the shareholders shall be held on the second Wednesday in September each year at two o’clock p.m., or on such other day or at such other time as may be fixed by the Board of Directors. The shareholders at the annual meeting shall: (i) elect a Board of Directors; (ii) elect independent certified public accountants to examine the annual financial statements of the Company and to report on such examination to the shareholders; and (iii) transact such other business as may properly be brought before such meeting.

     SECTION 3. Chairman of Meeting. All meetings of shareholders shall be called to order and presided over by the Chairman of the Board or in his absence, by the President, or in the absence of both, by the person designated in writing by the Chairman or President.¹

     SECTION 4. Determination of Record Dates. The Board of Directors shall fix a time, not less than ten or more than seventy days, prior to the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of and to vote on such meeting.

     SECTION 5. Notice to Shareholders. Written notice of every meeting of the shareholders shall be given by, or at the direction of, the person or persons authorized to call the meeting, to each shareholder of record entitled to vote at the meeting: (i) at least thirty days prior to the date fixed for the annual meeting; (ii) at least ten days prior to the date fixed for any special meeting, unless, in either case, a greater period of notice is required by law to be given in advance of such particular meeting. Written notice shall be deemed to be

sufficient if given to the shareholder personally, or by sending a copy thereof through the mail to his address appearing on the books of the Company, or supplied by him to the Company for the purpose of notice. The notice required by this By-Law shall specify the place, date and hour of the meeting, and in case of a special meeting, the general nature of the business to be transacted.

     SECTION 6. Nominations and Business at Meetings. At any annual meeting of shareholders, only persons who are nominated or business that is proposed in accordance with the procedures set forth in this Section 6 shall be eligible for election as Directors or considered for action by shareholders. Nominations of persons for election to the Board of Directors of the Company may be made or business proposed at a meeting of shareholders (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Company entitled to vote at the meeting who complies with the notice and other procedures set forth in this Section 6. Such nominations or business proposals, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Company and such proposals must, under applicable law, be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal office of the Company not less than 120 days nor more than 210 days in advance of the date which is the anniversary of the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting or if the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 90 days before the date of the applicable annual meeting; provided, however, that in the event that less than 90 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 15th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs.

     Such shareholder’s notice shall set forth (i) as to each person who such shareholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of such person on whose behalf such proposal is made; and (iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (a) the name and address of such shareholder and beneficial owner, if any, (b) the class and number of shares of the Company which are beneficially owned, (c) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) with respect to any such nomination(s) or proposal(s) and (d) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person(s) named, or move the proposal identified, in its

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notice. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. No person shall be eligible for election as a Director of the Company and no business shall be conducted at the annual meeting of shareholders, other than those made by or at the direction of the Board of Directors, unless nominated or proposed in accordance with the procedures set forth in this Section 6. The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination or proposal was not made in accordance with the provisions this Section 6 and, if he should so determine, he shall so declare to the meeting and the defective nomination or proposal shall be disregarded.²

ARTICLE III — DIRECTORS

     SECTION 1. General Powers of Board of Directors. The business and affairs of the Company shall be managed by its Board of Directors which is hereby authorized and empowered to exercise all corporate powers of the Company.

     SECTION 2. Qualification and Number. The Board of Directors shall have the power to fix the number of directors and from time to time by proper resolution to increase or decrease the number thereof without a vote of the shareholders provided that the number so determined shall not be less than three.

     SECTION 3. Election and Term. Except as provided in the Company’s Restated Articles of Incorporation as amended, the shareholders shall at each annual meeting elect directors each of whom shall serve until the annual meeting of shareholders next following his election and until his successor is elected and shall qualify.

     SECTION 4. Vacancies. Vacancies on the Board of Directors, including vacancies from any increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders who may make such election at the next annual meeting of the shareholders or at any special meeting to be called for that purpose and held prior thereto.

     SECTION 5. Nomination of Directors. Candidates for election to the Board of Directors at an annual meeting of the shareholders shall be nominated at a regular or special meeting of the Board. Candidates for such election also may be nominated by any shareholder entitled to vote at the meeting in accordance with Article II-Section 6. If any nominee chosen by the Board shall be unwilling or unable to serve as a director if elected, a substitute nominee shall be designated by the Board, and announcement of such designation shall be made at the meeting of the shareholders prior to the voting upon election of directors.³

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     SECTION 6. Organization Meeting of Board of Directors. The Board of Directors shall without notice meet each year upon adjournment of the annual meeting of the shareholders at the principal office of the Company, or at such other time or place as shall be designated in a notice given to all nominees for director, for the purposes of organization, fixing of times and places for regular meetings of the Board for the ensuing year, election of officers and consideration of any other business that may properly be brought before the meeting.

     SECTION 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be fixed at the organization meeting of the Board or as may be otherwise determined by the Board.

     SECTION 8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or the Secretary and shall be called by the Secretary at the written request of any two directors.¹

     SECTION 9. Notice of Regular and Special Meetings. No notice of a regular meeting of the Board of Directors shall be necessary if the meeting is held at the time and place fixed by the Board at its organization meeting or at the immediately preceding Board meeting. Notice of any regular meeting to be held at another time or place and of all special meetings of the Board, setting forth the time and place of the meeting, and in the case of a special meeting the purpose or purposes thereof, shall be given by letter or other writing deposited in the United States mail not later than during the third day immediately preceding the day for such meeting, or by telephone, telex, facsimile or other oral, written or electronic means, received not later than during the day immediately preceding the day for such meeting or such shorter period as the person or persons calling such meeting may deem necessary or appropriate under the circumstances.⁴

     SECTION 10. Quorum. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting a quorum shall not be present, the meeting may adjourn from time to time until a quorum shall be present.

     SECTION 11. Written Consent. Any action which may be taken at a meeting of the Board of Directors or at a meeting of the executive or other committee as hereinafter provided may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all the directors or the members of the committee, as the case may be, and shall be filed with the Secretary of the Company.

     SECTION 12. Participation by Conference Telephone. One or more directors may participate in a meeting of the Board of Directors or of a committee of the Board as hereinafter provided for by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

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     SECTION 13. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the whole Board, constitute, abolish or reconstitute an Executive the Board as the Board may determine, but in no event less than three, and shall include the President. The other members of the Executive Committee shall be appointed and may be removed by the Board. The President shall act as Chairman of such Committee, and in his absence, the Committee shall select one of its members to act as Chairman.⁵

     The Chairman of the Committee shall have power to vote on all questions. The members of the Committee shall hold office until the first meeting of the Board of Directors after the next succeeding annual meeting of the shareholders and until their successors are appointed.

     The Board of Directors shall fill any vacancy in the Executive Committee, and it shall be its duty to keep the membership of such Committee full.

     The Executive Committee shall keep proper minutes and records of its proceedings, and all actions of the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such actions, and when the Board is not in session the Executive Committee shall have all powers and rights of the Board unless limited by a resolution of the Board.

     A quorum of the Executive Committee shall consist of three of its members. All questions shall be decided by the vote of the majority of the members of such Committee present.

     SECTION 14. Other Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, each committee to consist of three or more directors.

     SECTION 15. Compensation of Officers and Assistant Officers. Unless otherwise determined by resolution adopted by the majority of the entire Board of Directors, the Chief Executive Officer of the Company or such officer as he may designate shall have the authority to determine, fix and change the compensation of all officers and assistant officers of the Company elected or appointed by the Board.

ARTICLE IV — OFFICERS

     SECTION 1. Number and Election. The Board of Directors shall elect a Chairman of the Board, a President, a Secretary and a Treasurer, and may elect such other officers and assistant officers as the Board may deem appropriate.¹

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     SECTION 2. Term of Office. The term of office for all officers shall be until the organization meeting of the Board of Directors following the next annual meeting of shareholders or until their respective successors are elected and shall qualify, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of the majority of the members of the Board then in office. A vacancy in any office arising from any cause may be filled for the unexpired term by the Board.

     SECTION 3. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors at which he is present. He may be a member of any of the committees of the Board.⁶

     SECTION 4. President. The President shall be the Chief Executive Officer and shall have general supervision over the business and affairs of the Company. He shall be a member of the Executive Committee and may be a member of the other committees of the Board. In the absence of the Chairman, he shall have the powers of the Chairman of the Board. In addition, he shall perform all duties as may be assigned to him by the Board of Directors.⁵

     SECTION 5. Secretary. The Secretary shall attend meetings of the shareholders, the Board of Directors and the Executive Committee, shall keep minutes thereof in suitable books, and shall send out all notices of meetings as required by law or by these By-Laws. He shall, in general, perform all duties incident to the office of the Secretary and perform such other duties as may be assigned to him by the Board, the Chairman of the Board or the President.¹

     SECTION 6. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and deposit all sums in the name of the Company in banks, trust companies or other depositories; he shall receive and give receipts for money due and payable to the Company from any source whatsoever, and in general shall perform all the duties incident to the office of the Treasurer and such other duties as may be assigned to him by the Board of Directors, the President or by any officer to whom the President has directed him to report.⁵

     SECTION 7. Other Officers. The powers and duties of other officers shall be such as may, from time to time, be prescribed by the Board of Directors, the Chairman of the Board or the President.¹

     SECTION 8. Delegation of Duties of Officers. In case of the absence of any officer of the Company or for any other reason that the Board of Directors may deem sufficient, the Board, or in the absence of action by the Board, the President, or in his absence, the Chairman of the Board, may delegate for the time being the powers and duties of any officer to any other officer or to any director.⁵

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ARTICLE V — EXECUTION OF WRITTEN INSTRUMENTS

     The Board of Directors shall, from time to time, designate the officers, employees or agents of the Company who shall have power in its name to sign and endorse checks and other negotiable instruments, and to borrow money for the Company and in its name to make notes or other evidence of indebtedness. Any officer so designated by the Board may further delegate his powers to the extent provided in any resolution of the Board. Unless otherwise authorized by the Board, all contracts, leases, deeds and deeds of trust, mortgages, powers of attorney to transfer stock and all other documents requiring the seal of the Company shall be executed for and on behalf of the Company by the Chairman of the Board, the President or any Vice President, and shall be attested by the Secretary or an Assistant Secretary.¹

ARTICLE VI — CERTIFICATES OF STOCK AND TRANSFERS OF STOCK

     SECTION 1. Form of Share Certificates and Transfer. Share certificates representing the capital stock of the Company shall be in such form as the Board of Directors may from time to time determine. Each certificate shall be signed by the Chairman of the Board, the President or one of the Vice Presidents or other officer designated by the Board and shall be countersigned by the Treasurer or an Assistant Treasurer and sealed with the seal of the Company. If such certificates of stock are signed or countersigned by a corporate transfer agent and a corporate registrar of the Company, such signature of the Chairman of the Board, the President or other officer, and the countersignature of the Treasurer or Assistant Treasurer, and such seal, or any of them, may be a facsimile, engraved or printed.¹

     SECTION 2. Transfer Agent and Registrar. The Board of Directors may appoint an incorporated bank or trust company in the City of Pittsburgh and a similar institution in the City of New York to act as transfer agents for the Company’s capital stock with such duties and powers as may be prescribed by the Board in the resolutions appointing them; and an incorporated bank or trust company in the City of Pittsburgh and a similar institution in the City of New York to act as registrars of the Company’s capital stock. A share certificate of the Company shall not be valid or binding unless countersigned by a transfer agent and registered before issue by a registrar.

     SECTION 3. Registered Shareholders. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Pennsylvania.

     SECTION 4. Lost Certificate. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall, if the directors so require, give the Company a bond of indemnity, in form and with one or more sureties satisfactory to the Board, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.⁷

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     SECTION 5. Determination of Shareholders Entitled to Dividends, Distributions or Rights. The Board of Directors may fix a time not more than fifty days prior to the date fixed for the payment of any dividend or distribution or the date for the allotment of rights or the date when any change or conversion or exchange of shares will be made or go into effect as a record date for the determination of the shareholders entitled to receive payment of any such dividend or distribution or to receive any such allotment or rights or to exercise the rights in respect to any such change, conversion or exchange of shares.⁸

ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY⁹

     To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit elimination or limitation of the liability of directors, no director of the Company shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a director. This Article shall not apply to any action filed prior to January 27, 1987, nor to any breach of performance of duty or any failure of performance of duty by any director occurring prior to January 27, 1987. The provisions of this Article shall be deemed to be a contract with each director of the Company who serves as such at any time while such provisions are in effect, and each such director shall be deemed to be serving as such in reliance on the provisions of this Article. This Article shall not be amended, altered or repealed without the affirmative vote of the holders of at least 60% of the voting power (without consideration of the rights of any class of stock to elect directors by a separate class) of the then outstanding shares of Capital stock of the Company entitled to vote in an annual election of directors, voting together and not as separate classes, unless such amendment, alteration or repeal is first recommended and approved by a majority of the entire Board of Directors in which case only a majority shareholder vote shall be required. Such affirmative vote shall be required notwithstanding the fact that no vote is required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. Any amendment to, alternation, or repeal or adoption of this Article which has the effect of increasing director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or any failure to act, by a director prior thereto.¹⁰

ARTICLE VIII — ADDITIONAL INDEMNIFICATION PROVISIONS APPLICABLE TO
PROCEEDINGS BASED ON ACTS OR OMISSIONS ON OR AFTER JANUARY 27, 1987⁹

     SECTION 1. Right of Indemnification. Except as prohibited by law, every director and officer of the Company shall be entitled as of right to be indemnified by the Company against reasonable expenses and any liability paid or incurred by such person in connection with any actual, threatened or completed claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Company or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the Company or by reason of the fact that such person is or was serving at the request of the Company as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust,

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employee benefit plan or other enterprise (such claim, action, suit or proceeding hereinafter being referred to as an “action”); provided, however, that no such right of indemnification shall exist with respect to an action brought by a director or officer against the Company other than a suit for indemnification as provided in Section 3. Persons or classes of persons who are not directors or officers of the Company may be similarly indemnified in respect of service to the Company or to another such enterprise at the request of the Company to the extent the Board of Directors at any time denominates such person or such class of persons as entitled to the benefits of this Article. As used herein, “expenses” shall include fees and expenses of counsel selected by such person; and “liability” shall include amounts of judgments, excise taxes, fines, penalties, and amounts paid in settlement.

     SECTION 2. Right to Advancement of Expenses. Indemnification under Section 1 shall include the right to have expenses incurred by such person in connection with an action (other than an action brought by such person against the Company) paid in advance by the Company prior to final disposition of such action, subject to such conditions as may be prescribed by law or by a provision in the Company’s Related Articles of Incorporation, these By-Laws, agreement or otherwise to reimburse the Company in certain events.

     SECTION 3. Right of Claimant to Bring Suit. If a claim under Section 1 or Section 2 of this Article is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action that the conduct of the claimant was such that under Pennsylvania law the Company would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the conduct of the claimant was not such that indemnification would be prohibited by law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its shareholders) that the conduct of the claimant was such that indemnification would be prohibited by law, shall be a defense to the action or create a presumption that the conduct of the claimant was such that indemnification would be prohibited by law. The only defense to any such action to receive payment of expenses in advance under Section 2 of this Article shall be failure to make an undertaking to reimburse if such undertaking is required by law or by a provision in the Company’s Restated Articles of Incorporation, these By-Laws, agreement or otherwise.

     SECTION 4. Insurance and Funding. The Company may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the Company would have the power to indemnify such person against such liability or expense by law or under the provisions of this Article. The Company may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

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     SECTION 5. Non-Exclusivity, Nature and Extent of Rights. The rights of indemnification and advancement of expenses provided for herein (i) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, by-law or charter provision, vote of shareholders or directors or otherwise, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.

     SECTION 6. Effective Date. This Article shall apply to every action other than an action filed prior to January 27, 1987, except that it shall not apply to the extent that Pennsylvania law prohibits its application to any breach of performance of duty or any failure of performance of duty by a claimant occurring prior to January 27, 1987.

     SECTION 7. Indemnification Agreement. The Company may enter into agreements with any director, officer or employee of the Company, which agreements may grant rights to any person eligible to be indemnified hereunder or create obligations of the Company in furtherance of, different from, or in addition to, but not in limitation of, those provided in this Article, without shareholder approval of any such agreement. Without limitation of the foregoing, the Company may obligate itself (i) to maintain insurance on behalf of any person eligible to be indemnified hereunder against certain expenses and liabilities and (ii) to contribute to expenses and liabilities incurred by such person in accordance with the application of relevant equitable considerations to the relative benefits to, and the relative fault of, the Company.

     SECTION 8. Partial Indemnification. If any person is entitled under any provision of this Article to indemnification by the Company of a portion, but not all, of the expenses or liability resulting from an action, the Company shall nevertheless indemnify such person for the portion thereof to which he is entitled.

     SECTION 9. Severability. If any provision of this Article shall be held to be invalid, illegal or unenforceable for any reason (i) such provision shall be invalid, illegal or unenforceable only to the extent of such prohibition and the validity, legality and enforceability of the remaining provisions of this Article shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the remaining provisions of this Article shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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     SECTION 10. Amendment, Alteration or Repeal. This Article may be amended, altered or repealed at any time in the future by vote of the majority of the entire Board of Directors without shareholder approval; provided that any amendment, alteration or repeal, or adoption of any Article of the Restated Articles of Incorporation or any By-Law of the Company, which has the effect of limiting the rights granted under this Article, shall require the affirmative vote of the holders of at least 60% of the voting power (without consideration of the rights of any class of stock to elect directors by a separate class) of the then outstanding shares of capital stock of the Company entitled to vote in an annual election of directors, voting together and not as separate classes, unless such amendment, alteration or repeal is first recommended and approved by a majority of the entire Board of Directors in which case only a majority shareholder vote shall be required. Such affirmative vote shall be required notwithstanding the fact that no vote is required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. Any amendment to, alteration or repeal of this Article, or such other Article or other By-Law, which has the effect of limiting the rights granted under this Article shall operate prospectively only, and shall not limit in any way the indemnification provided for herein with respect to any action taken, or failure to act, occurring prior thereto.¹¹

ARTICLE IX — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     SECTION 1. Indemnification for Actions, etc., Other Than By or In the Right of the Company. The Company shall indemnify any person who was or is a party or is threatened with being made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding by or in the right of the Company) by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. Indemnification for Actions, etc., By or In the Right of the Company. The Company shall indemnify any person who was or is a party or is threatened with being made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good

11

faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court or body in or before which such action, suit or proceeding was finally brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court of competent jurisdiction shall deem proper.

     SECTION 3. Determination of Right to Indemnification. To the extent that a director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section (1) and (2) of this Article or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     Any indemnification under Sections (1) or (2) of this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of a director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article. Such determination shall be made:

     (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

     (b) If such a quorum is not obtainable, or, even if obtainable a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

     (c) By the shareholders.

     SECTION 4. Payment of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 3 of this Article upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in this Article.

     SECTION 5. Indemnification of Managerial and Retired Employees. Each employee of the Company acting in a managerial capacity (and each retired employee who is or was, after retirement, a party to an agreement under which he is or was obligated to render services to the Company or such other entity) shall be reimbursed and indemnified in the same manner and to the same extent as provided in this Article for a director or officer in connection with any proceeding in which he may be involved or to which he may be a party by reason of his being or having been such employee or a party to any such agreement or by reason of any action alleged to have been taken or omitted by him in any such capacity.

     SECTION 6. Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking

12

indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors and administrators of such a person.

     SECTION 7. Insurance. To the extent permitted by law, the Board of Directors may at its discretion from time to time purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have power to indemnify him against such liability under the provisions of this Article.

     SECTION 8. Applicability. The indemnification and reimbursement provided under this Article shall continue to be provided to all persons described herein unless such persons have received the benefits of indemnification under Article VIII of these By-Laws.¹²

ARTICLE X — NON-APPLICABILITY OF PROVISIONS
OF PENNSYLVANIA ACT NO. 36 of 1990¹³

     The following provisions of Pennsylvania Act No. 36 of 1990 shall not be applicable to the Company:

     A. Subchapter G of Chapter 25 of Title 15 of the Pennsylvania Consolidated Statutes.

     B. Subchapter H of Chapter 25 of Title 15 of the Pennsylvania Consolidated Statutes.

ARTICLE XI — BY-LAWS SUBJECT TO PROVISIONS OF ARTICLES OF INCORPORATION

     In case of any conflict between the provisions of these By-Laws and the Company’s Restated Articles of Incorporation as amended from time to time, the provisions of the Articles of Incorporation shall control, and with respect to any provisions required to be set forth in the By-Laws, the applicable provisions of the Articles of Incorporation are and shall be incorporated herein by reference and shall be deemed a part of these By-Laws.

13

ARTICLE XII — AMENDMENTS¹⁴

     Except as otherwise provided in Articles VII and VIII, these By-Laws may be altered, amended, added to or repealed by the Board of Directors at any meeting of the Board duly convened with or without notice of that purpose, subject to the power of the shareholders to change such action.

1	Section amended by the Board of Directors on June 13, 1973 and June 13, 1979.
2	Section added by the Board of Directors on September 8, 1999.
3	Section amended by the Board of Directors on September 8, 1999.
4	Section amended by the Board of Directors on October 12, 1994.
5	Section amended by the Board of Directors on June 13, 1973, June 13, 1979, July 10, 1996 and April 8, 1998 (effective April 30, 1998).
6	Section amended by the Board of Directors on June 13, 1979, July 10, 1996 and April 8, 1998 (effective April 30, 1998).
7	Section amended by the Board of Directors on July 11, 1979.
8	Section amended by the Board of Directors on November 9, 1977.
9	Article added by the Shareholders on September 9, 1987.
10	Article amended by the Shareholders on August 15, 2007.
11	Article amended by the Shareholders on August 15, 2007.
12	Section added by the Board of Directors on September 9, 1987.
13	Article added by the Board of Directors on July 6, 1990 and amended by the Board of Directors on June 12, 2002.
14	Article amended by the Board of Directors on September 9, 1987.

14

EX-10.A.I

Exhibit 10(a)(i)

F O R M FY 08 U.S. AWARDS

Stock Option Award and Agreement

[DATE]

Dear                                         :

H. J. Heinz Company is pleased to advise you that, effective                     , you have been granted options (“Options”) to purchase                      shares of H. J. Heinz Company Common Stock, at an exercise price of $                      per share, in accordance with the terms and conditions of the stock option plan under which the Options were granted (the “Plan”), a copy of which is posted along with a copy of the Prospectus. The Options are also granted under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Affiliated Companies (as defined in Section 4 below) in the United States and throughout the world. Unless otherwise specifically defined herein, all other capitalized terms used in this Agreement shall have the same defined meanings as the capitalized terms in the Second Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “2003 Stock Incentive Plan”), which are hereby incorporated by reference into this Agreement and a copy of which is posted along with this Agreement.

1.	The Options are Non-Statutory Options, as defined in the Plan. The Options will vest                      beginning on                     , and will expire on                     , subject to earlier expiration in accordance with the terms of this Agreement or the Plan.
2.	Subject to paragraphs 3 and 4 of this Agreement, the exercise period for the Options, including the effect of the termination of your employment with the Company or a “Change in Control”, shall be governed by and determined in accordance with Section 8(B) of the 2003 Stock Incentive Plan, which is incorporated herein by reference and which shall control over and supersede any additional, different or inconsistent terms or provisions contained in the Plan; provided, however, that in the event of termination of your employment without “Cause”, or by you for Good Reason, the “Expiration Date” shall be five years after the “Date of Termination” or the date of expiration specified in Section 1 above, whichever is sooner.
3.	You agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose Confidential Information (as defined in Section 4

F O R M FY 08 U.S. AWARDS

below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this paragraph 3 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a violation or a threatened violation of this paragraph. Any breach by you of the provisions of this paragraph 3 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the forfeiture of all unexercised options granted to you under this Agreement as of the date of such breach.

4.	As used in this paragraph 4, the following terms shall have the respective indicated meanings:
	“Affiliated Company or Companies” means any person, corporation, limited liability company, partnership or other entity controlling, controlled by or under common control with the Company.
	“Confidential Information” means technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.
	“Conflicting Product” means any product or process of any person or organization, other than the Company, in existence or under development, (1) that competes with a product or process of the Company upon or with which you shall have worked during the two years prior to the termination of your employment with the Company or (2) whose use or marketability could be enhanced by application to it of Confidential Information acquired by you in connection with your employment by the Company during such two year period. For purposes of this definition, it shall be conclusively presumed that you have knowledge of information to which you have been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.
	“Conflicting Organization” means any person or organization that is engaged in or about to become engaged in research on or the development, production,

F O R M FY 08 U.S. AWARDS

	marketing or selling of or the use in production, marketing or sale of a Conflicting Product.
	In partial consideration for the Options granted to you hereunder, you agree that, for a period of eighteen (18) months following the date of the termination of your employment with the Company, you shall not render services, directly or indirectly, as a director, officer, employee, agent, consultant or otherwise to any Conflicting Organization in any geographic area or territory in which such Conflicting Organization is engaged in or about to become engaged in the research on or the development, production, marketing or sale of or the use in production, marketing or sale of a Conflicting Product. The foregoing limitation does not apply to a Conflicting Organization whose business is diversified and that, as to that part of its business to which you render services, is not engaged in the development, production, marketing, use or sale of a Conflicting Product, provided that the Company shall receive separate written assurances satisfactory to the Company from you and the Conflicting Organization that you shall not render services during such period with respect to a Conflicting Product or directly or indirectly provide or reveal Confidential Information to such organization. If you shall render services to any Conflicting Organization other than as expressly permitted herein or shall provide or reveal Confidential Information to such Conflicting Organization, you shall (i) immediately return to the Company the pre-tax income resulting from any exercise of the Options or any portion thereof by you, unless such exercise occurred more than twelve (12) months prior to the date of the termination of your employment; and (ii) forfeit any unexercised portion of the Options. You acknowledge and agree that the restrictions set forth in this paragraph 4 are reasonable and necessary to protect the goodwill and legitimate business interests of the Company and to prevent the disclosure of the Company’s Confidential Information and trade secrets. If any of the provisions herein shall for any reason be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration or territory, such provision shall be limited or reduced so as to be enforceable to the extent compatible with existing law.
5.	You acknowledge and agree that nothing in this Agreement, the Plan or the 2003 Stock Incentive Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of the Company to terminate your employment, with or without cause, and with or without notice, subject to the terms of any written employment contract that you may have with the Company that is signed by both you and an authorized representative of the Company.
6.	You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of options held) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and other stock

F O R M FY 08 U.S. AWARDS

option plans of the Company (the “Plans”). You further consent to the release of personal data (a) to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans, or (b) to any Affiliated Company, wherever located. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.

7.

The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice. While stock options may be granted under any of the Company’s Plans on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of grants of stock options in the future, and does not create any contractual or other right to receive an award of stock options, compensation or benefits in lieu of stock options or any other compensation or benefits in the future.

8.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

This grant of Options is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H.J. HEINZ COMPANY
By:
	William R. Johnson
	Chairman of the Board, President and Chief Executive Officer

Accepted:	Signed electronically
Date:	Acceptance Date

EX-10.A.II

Exhibit 10(a)(ii)

Stock Option Award and Agreement

[DATE]

Dear                                         :

H. J. Heinz Company is pleased to advise you that, effective                     , you have been granted options (“Options”) to purchase                      shares of H. J. Heinz Company Common Stock, at an exercise price of $                      per share, in accordance with the terms and conditions of the stock option plan under which the Options were granted (the “Plan”), a copy of which is posted along with a copy of the Prospectus. The Options are also granted under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Affiliated Companies (as defined in Section 4 below) in the United States and throughout the world. Unless otherwise specifically defined herein, all other capitalized terms used in this Agreement shall have the same defined meanings as the capitalized terms in the Second Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “2003 Stock Incentive Plan”), which are hereby incorporated by reference into this Agreement and a copy of which is posted along with this Agreement.

1.	The Options are Non-Statutory Options, as defined in the Plan. The Options will vest in                       installments,                                            , and will expire on                                         , subject to earlier expiration in accordance with the terms of this Agreement or the Plan.
2.	Subject to paragraphs 3 and 4 of this Agreement, the exercise period for the Options, including the effect of the termination of your employment with the Company or a “Change in Control”, shall be governed by and determined in accordance with Section 8(B) of the 2003 Stock Incentive Plan, which is incorporated herein by reference and which shall control over and supersede any additional, different or inconsistent terms or provisions contained in the Plan; provided, however, that in the event of termination of your employment without “Cause”, or by you for Good Reason, the “Expiration Date” shall be five years after the “Date of Termination” or the date of expiration specified in Section 1 above, whichever is sooner. Notwithstanding the foregoing, if your termination of employment is due to Retirement before June 1, 2009, then all unvested Options granted to you under this Agreement shall expire on your Date of Termination.
3.	You agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you

	shall not, during the term of your employment by the Company or at any time thereafter, use or disclose Confidential Information (as defined in Section 4 below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this paragraph 3 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a violation or a threatened violation of this paragraph. Any breach by you of the provisions of this paragraph 3 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the forfeiture of all unexercised options granted to you under this Agreement as of the date of such breach.
4.	As used in this paragraph 4, the following terms shall have the respective indicated meanings:
	“Affiliated Company or Companies” means any person, corporation, limited liability company, partnership or other entity controlling, controlled by or under common control with the Company.
	“Confidential Information” means technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.
	“Conflicting Product” means any product or process of any person or organization, other than the Company, in existence or under development, (1) that competes with a product or process of the Company upon or with which you shall have worked during the two years prior to the termination of your employment with the Company or (2) whose use or marketability could be enhanced by application to it of Confidential Information acquired by you in connection with your employment by the Company during such two year period. For purposes of this definition, it shall be conclusively presumed that you have knowledge of information to which you have been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.

	“Conflicting Organization” means any person or organization that is engaged in or about to become engaged in research on or the development, production, marketing or selling of or the use in production, marketing or sale of a Conflicting Product.
	In partial consideration for the Options granted to you hereunder, you agree that, for a period of eighteen (18) months following the date of the termination of your employment with the Company, you shall not render services, directly or indirectly, as a director, officer, employee, agent, consultant or otherwise to any Conflicting Organization in any geographic area or territory in which such Conflicting Organization is engaged in or about to become engaged in the research on or the development, production, marketing or sale of or the use in production, marketing or sale of a Conflicting Product. The foregoing limitation does not apply to a Conflicting Organization whose business is diversified and that, as to that part of its business to which you render services, is not engaged in the development, production, marketing, use or sale of a Conflicting Product, provided that the Company shall receive separate written assurances satisfactory to the Company from you and the Conflicting Organization that you shall not render services during such period with respect to a Conflicting Product or directly or indirectly provide or reveal Confidential Information to such organization. If you shall render services to any Conflicting Organization other than as expressly permitted herein or shall provide or reveal Confidential Information to such Conflicting Organization, you shall (i) immediately return to the Company the pre-tax income resulting from any exercise of the Options or any portion thereof by you, unless such exercise occurred more than twelve (12) months prior to the date of the termination of your employment; and (ii) forfeit any unexercised portion of the Options. You acknowledge and agree that the restrictions set forth in this paragraph 4 are reasonable and necessary to protect the goodwill and legitimate business interests of the Company and to prevent the disclosure of the Company’s Confidential Information and trade secrets. If any of the provisions herein shall for any reason be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration or territory, such provision shall be limited or reduced so as to be enforceable to the extent compatible with existing law.
5.	You acknowledge and agree that nothing in this Agreement, the Plan or the 2003 Stock Incentive Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of the Company to terminate your employment, with or without cause, and with or without notice, subject to the terms of any written employment contract that you may have with the Company that is signed by both you and an authorized representative of the Company.
6.	You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number

of options held) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and other stock option plans of the Company (the “Plans”). You further consent to the release of personal data (a) to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans, or (b) to any Affiliated Company, wherever located. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.

7.

The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice. While stock options may be granted under any of the Company’s Plans on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of grants of stock options in the future, and does not create any contractual or other right to receive an award of stock options, compensation or benefits in lieu of stock options or any other compensation or benefits in the future.

8.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

This grant of Options is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H.J. HEINZ COMPANY
By:
	D.E.I. Smyth
	Chief Administrative Officer and Senior Vice President – Corporate & Government Affairs

Accepted:	Signed electronically
Date:	Acceptance Date

EX-10.A.III

Exhibit 10(a)(iii)

Restricted Stock Unit Award and Agreement

[DATE]

Dear                                         :

H. J. Heinz Company is pleased to confirm that, effective as of                     , you have been granted an award of Restricted Stock Units (“RSUs”) for Fiscal Year 2008 in accordance with the terms and conditions of the Second Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “Plan”). This Award is also made under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Subsidiaries. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meanings as the capitalized terms in the Plan, which are hereby incorporated by reference into this Agreement.

1.	RSU Award. You have been awarded a total of                      RSUs for Fiscal Year 2008.
2.	RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J. Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and restrictions set forth in this Agreement, including, without limitation, the vesting conditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate account established and maintained by the Company on your behalf or by a third party engaged by the Company for the purpose of implementing, administering and managing the Plan. Until the Distribution Date (as defined herein), your RSUs are treated as unvested deferred compensation amounts, the value of which is subject to change based on increases or decreases in the market price of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannot exercise voting rights on them until the Distribution Date.
3.	Vesting. You will become vested in the RSUs credited to your account according to the following schedule:                                         .
4.	Termination of Employment. The termination of your employment with the Company will have the following effect on your RSUs:

(a)	Retirement prior to                                         . If the termination of your employment with the Company is the result of Retirement prior to                                         , any RSUs granted hereunder that remain unvested as of your Date of Termination shall be forfeited.
(b)	Disability or Involuntary Termination without Cause. If the termination of your employment with the Company is the result of Disability or Involuntary Termination without Cause, any RSUs granted hereunder that remain unvested as of

	your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 of this Agreement, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(c)	Death. In the event that you should die while you are continuing to perform services for the Company or following Retirement, any RSUs that remain unvested as of the date of your death shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(d)	Good Reason. If your employment with the Company terminates for Good Reason, any RSUs that remain unvested as of your Date of Termination shall vest as set forth in the Plan.
(e)	Other Termination. If your employment with the Company terminates for any reason other than as set forth in subparagraphs (a), (b) or (c) above, including without limitation any voluntary termination of employment or an involuntary termination for Cause, no further vesting will occur and you will immediately forfeit all of your rights in any RSUs that remain unvested as of your Date of Termination.

5.

Non-Solicitation/Confidential Information. In partial consideration for the RSUs granted to you hereunder, you agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose the Confidential Information (as defined below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this Paragraph 5 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by you of the provisions of this Paragraph 5 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the immediate forfeiture of all of your rights in any RSUs that remain unvested as of the date of such breach.

“Confidential Information” as used herein shall mean technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations;

ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.

6.

Dividends. An amount equal to the dividends payable on the shares of Common Stock represented by your unvested RSUs will be paid directly to you as soon as practicable following the date on which a dividend is declared by the Company. These payments will be calculated based upon the number of RSUs credited to your account as of the record date. These payments will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or any employment taxes will be withheld from such payments as and to the extent required by applicable law.

7.

Distribution. All RSU distributions will be made in the form of actual shares of Common Stock and will be distributed to you on one of the following dates (each, a “Distribution Date”):

(a)	Default Distribution Date. Shares of Common Stock representing your RSUs will be distributed to you on the date the RSUs vest, or, if such date is not a business day, on the next business day, unless you have already made an election to defer receipt to a later date, as provided in subparagraph (b) below.
(b)	Deferred Distribution Date. You may have elected to defer distribution of your RSUs to a date subsequent to the Default Distribution Date by providing a written election form to the Company in accordance with the provisions of Internal Revenue Code Section 409A.
(c)	Section 16 Reporting Person Exception. If you are a reporting person of the Company under Section 16 of the Securities Act of 1934 on the Distribution Date, the Distribution Date will automatically be deferred to the close of business on the day following the last day of your employment with the Company.
(d)	Specified Employee. If you are a “specified employee,” as defined in Internal Revenue Code section 409A(a)(2)(B)(i) on your deferred distribution date, your distribution will be automatically deferred until the date that is six (6) months after your “separation from service,” regardless of your deferred distribution election.

Subject to Paragraph 7(d), certificates representing the distributed shares of Common Stock will be delivered to the firm maintaining your account as soon as practicable after a Distribution Date occurs. Notwithstanding the foregoing, and subject to Paragraph 7(d), all vested RSUs will be immediately distributed to you at the close of business on the day following the last day of your employment with the Company, or as soon as practicable thereafter, if you terminate employment with the Company for any reason and deferred

	RSUs that vest after the date of your termination will be immediately distributed to you as they vest, despite any deferral election. Notwithstanding the foregoing, RSU distributions will be made at a date other than as described above to the extent necessary to comply with the requirements of Internal Revenue Code section 409A.
8.	Impact on Benefits. To the extent that your RSU Award is or is related to an annual RSU award, the face value of the award on the date of the grant (the number of RSUs multiplied by the closing price, as listed on the New York Stock Exchange, of the shares of Common Stock represented by the RSUs on the date of the grant) will be included as compensation for the year of the grant for purposes of the H.J. Heinz Company Supplemental Executive Retirement Plan and the H.J. Heinz Company Employees Retirement and Savings Excess Plan, regardless of whether or not the RSUs subsequently vest.
9.	Tax Withholding. On the Distribution Date, the Company will withhold a number of shares of Common Stock that is equal, based on the Fair Market Value of the Common Stock on the Distribution Date, to the amount of the federal, state, local, and/or foreign income and/or employment taxes required to be collected or withheld with respect to the distribution, or make arrangements satisfactory to the Company for the collection thereof.
10.	Non-Transferability. Your RSUs may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution. You may also designate a beneficiary(ies) in the event that you die before a Distribution Date occurs, who shall succeed to all your rights and obligations under this Agreement and the Plan. If you do not designate a beneficiary, your RSUs will pass to the person or persons entitled to receive them under your will. If you shall have failed to make a testamentary disposition of your RSUs in your will or shall have died intestate, your RSUs will pass to the legal representative or representatives of your estate.
11.	Employment At-Will. You acknowledge and agree that nothing in this Agreement or the Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of Company to terminate your employment at any time, with or without cause, and with or without notice.
12.	Collection and Use of Personal Data. You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of RSUs held) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and any other stock option or stock incentive plans of the Company (the “Plans”). You further consent to the release of personal data to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.

13.	Future Awards. The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice in accordance with the terms of the Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of RSUs in the future, and does not create any contractual or other right to receive an award of RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in the future.
14.	Compliance with Stock Ownership Guidelines. All RSUs granted to you under this Agreement shall be counted as shares of Common Stock that are owned by you for purposes of satisfying the minimum share requirements under the Company’s Stock Ownership Guidelines (“SOG”). Notwithstanding the foregoing, you acknowledge and agree that, with the exception of the number of shares of Common Stock withheld to satisfy income tax withholding requirements pursuant to Paragraph 9 above, the shares of Common Stock represented by the RSUs granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution Date, unless and until you have met SOG’s minimum share ownership requirements. The Management Development & Compensation Committee will not approve additional RSU awards to you unless you are in compliance with the terms of this Paragraph 14 and the SOG requirements.
15.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

This RSU Award is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H. J. HEINZ COMPANY
By:	/s/ D.E.I.Smyth
	D.E.I. Smyth
	Chief Administrative Officer and Senior Vice President – Corporate & Government Affairs

Accepted:

Date:

EX-10.A.IV

Exhibit 10(a)(iv)

FY08 U.S. Employees

Restricted Stock Unit Award and Agreement

[DATE]

Dear                                         :

H. J. Heinz Company is pleased to confirm that, effective as of                     , you have been granted an award of Restricted Stock Units (“RSUs”) [for Fiscal Year                     ] in accordance with the terms and conditions of the Second Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “Plan”). This Award is also made under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Subsidiaries. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meanings as the capitalized terms in the Plan, which are hereby incorporated by reference into this Agreement.

1.	RSU Award. You have been awarded a total of                                          RSUs [for Fiscal Year                     ].
2.	RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J. Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and restrictions set forth in this Agreement, including, without limitation, the vesting conditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate account established and maintained by the Company on your behalf or by a third party engaged by the Company for the purpose of implementing, administering and managing the Plan. Until the Distribution Date (as defined herein), your RSUs are treated as unvested deferred compensation amounts, the value of which is subject to change based on increases or decreases in the market price of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannot exercise voting rights on them until the Distribution Date.
3.	Vesting. You will become vested in the RSUs credited to your account according to the following schedule:                                         .
4.	Termination of Employment. The termination of your employment with the Company will have the following effect on your RSUs:

(a) Retirement, Disability or Involuntary Termination without Cause. If the termination of your employment with the Company is the result of Retirement, Disability or Involuntary Termination without Cause, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 of this

	Agreement, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(b)	Death. In the event that you should die while you are continuing to perform services for the Company or following Retirement, any RSUs that remain unvested as of the date of your death shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(c)	Good Reason. If your employment with the Company terminates for Good Reason, any RSUs that remain unvested as of your Date of Termination shall vest as set forth in the Plan.
(d)	Other Termination. If your employment with the Company terminates for any reason other than as set forth in subparagraphs (a), (b) or (c) above, including without limitation any voluntary termination of employment or an involuntary termination for Cause, no further vesting will occur and you will immediately forfeit all of your rights in any RSUs that remain unvested as of your Date of Termination.

5.

Non-Solicitation/Confidential Information. In partial consideration for the RSUs granted to you hereunder, you agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose the Confidential Information (as defined below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this Paragraph 5 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by you of the provisions of this Paragraph 5 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the immediate forfeiture of all of your rights in any RSUs that remain unvested as of the date of such breach.

“Confidential Information” as used herein shall mean technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries;

	developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.
6.	Dividends. An amount equal to the dividends payable on the shares of Common Stock represented by your unvested RSUs will be paid directly to you as soon as practicable following the date on which a dividend is declared by the Company. These payments will be calculated based upon the number of RSUs credited to your account as of the record date. These payments will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or any employment taxes will be withheld from such payments as and to the extent required by applicable law.
7.	Distribution. All RSU distributions will be made in the form of actual shares of Common Stock and will be distributed to you on one of the following dates (each, a “Distribution Date”):

(a)	Default Distribution Date. Shares of Common Stock representing your RSUs will be distributed to you on the date the RSUs vest, or, if such date is not a business day, on the next business day, unless you have already made an election to defer receipt to a later date[, as provided in subparagraph (b) below].
(b)	[Deferred Distribution Date. You may have elected to defer distribution of your RSUs to a date subsequent to the Default Distribution Date by providing a written election form to the Company in accordance with the provisions of Internal Revenue Code Section 409A.]
(c)	Section 16 Reporting Person Exception. If you are a reporting person of the Company under Section 16 of the Securities Act of 1934 on the Distribution Date, the Distribution Date will automatically be deferred to the close of business on the day following the last day of your employment with the Company.
(d)	Specified Employee. If you are a “specified employee,” as defined in Internal Revenue Code section 409A(a)(2)(B)(i) on your deferred distribution date, your distribution will be automatically deferred until the date that is six (6) months after your “separation from service,” regardless of your deferred distribution election.

Subject to Paragraph 7(d), certificates representing the distributed shares of Common Stock will be delivered to the firm maintaining your account as soon as

practicable after a Distribution Date occurs. Notwithstanding the foregoing, and subject to Paragraph 7(d), all vested RSUs will be immediately distributed to you at the close of business on the day following the last day of your employment with the Company, or as soon as practicable thereafter, if you terminate employment with the Company for any reason and deferred RSUs that vest after the date of your termination will be immediately distributed to you as they vest, despite any deferral election. Notwithstanding the foregoing, RSU distributions will be made at a date other than as described above to the extent necessary to comply with the requirements of Internal Revenue Code section 409A.

8.	Impact on Benefits. [To the extent that your RSU Award is or is related to an annual RSU award,] the face value of the award on the date of the grant (the number of RSUs multiplied by the closing price, as listed on the New York Stock Exchange, of the shares of Common Stock represented by the RSUs on the date of the grant) will be included as compensation for the year of the grant for purposes of the H.J. Heinz Company Supplemental Executive Retirement Plan and the H.J. Heinz Company Employees Retirement and Savings Excess Plan, regardless of whether or not the RSUs subsequently vest.
9.	Tax Withholding. On the Distribution Date, the Company will withhold a number of shares of Common Stock that is equal, based on the Fair Market Value of the Common Stock on the Distribution Date, to the amount of the federal, state, local, and/or foreign income and/or employment taxes required to be collected or withheld with respect to the distribution, or make arrangements satisfactory to the Company for the collection thereof.
10.	Non-Transferability. Your RSUs may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution. You may also designate a beneficiary(ies) in the event that you die before a Distribution Date occurs, who shall succeed to all your rights and obligations under this Agreement and the Plan. If you do not designate a beneficiary, your RSUs will pass to the person or persons entitled to receive them under your will. If you shall have failed to make a testamentary disposition of your RSUs in your will or shall have died intestate, your RSUs will pass to the legal representative or representatives of your estate.
11.	Employment At-Will. You acknowledge and agree that nothing in this Agreement or the Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of Company to terminate your employment at any time, with or without cause, and with or without notice.
12.	Collection and Use of Personal Data. You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of RSUs held) by the Company or a

	third party engaged by the Company for the purpose of implementing, administering and managing the Plan and any other stock option or stock incentive plans of the Company (the “Plans”). You further consent to the release of personal data to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.
13.	Future Awards. The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice in accordance with the terms of the Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of RSUs in the future, and does not create any contractual or other right to receive an award of RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in the future.
14.	Compliance with Stock Ownership Guidelines. All RSUs granted to you under this Agreement shall be counted as shares of Common Stock that are owned by you for purposes of satisfying the minimum share requirements under the Company’s Stock Ownership Guidelines (“SOG”). Notwithstanding the foregoing, you acknowledge and agree that, with the exception of the number of shares of Common Stock withheld to satisfy income tax withholding requirements pursuant to Paragraph 9 above, the shares of Common Stock represented by the RSUs granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution Date, unless and until you have met SOG’s minimum share ownership requirements. The Management Development & Compensation Committee will not approve additional RSU awards to you unless you are in compliance with the terms of this Paragraph 14 and the SOG requirements.
15.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

This RSU Award is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H. J. HEINZ COMPANY
By:	/s/ William R. Johnson
	William R. Johnson
	Chairman of the Board, President and Chief Executive Officer

Accepted:

Date:

EX-10.A.V

Exhibit 10(a)(v)

U.S. Employees

Restricted Stock Unit Award and Agreement

[DATE]

Dear                                         :

H. J. Heinz Company is pleased to confirm that, effective as of                     , you have been granted an award of Restricted Stock Units (“RSUs”) in accordance with the terms and conditions of the Second Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “Plan”). This Award is also made under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Subsidiaries. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same defined meanings as in the Plan.

1.	RSU Award. You have been awarded a total of                      RSUs.
2.	RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J. Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and restrictions set forth in this Agreement, including, without limitation, the vesting conditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate account established and maintained by the Company on your behalf. Until the Distribution Date (as defined herein), your RSUs are treated as deferred compensation amounts, the value of which is subject to change based on increases or decreases in the market price of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannot exercise voting rights on them until the Distribution Date.
3.	Vesting. You will become vested in the RSUs credited to your account according to the following schedule: Thirty-three percent (33%) on each of the second, third, and fourth anniversaries of the date of the grant.
4.	Termination of Employment. The termination of your employment with the Company will have the following effect on your RSUs:

(a)	Retirement, Disability or Involuntary Termination without Cause. If the termination of your employment with the Company is the result of Retirement, Disability, or involuntary termination without Cause, any RSUs granted hereunder that remain unvested as of your Date of Termination shall be forfeit upon termination of employment.
(b)	Death. In the event that you should die while you are continuing to perform services for the Company or following Retirement, any RSUs that remain unvested as of the date of your death shall be forfeit upon the date of death.

U.S. Employees

(c) Other Termination. If your employment with the Company terminates for any reason other than as set forth in subparagraphs (a), (b) and (c) above, including without limitation any voluntary termination of employment or an involuntary termination for Cause, no further vesting will occur and you will immediately forfeit all of your rights in any RSUs that remain unvested as of your Date of Termination.

5.	Non-Solicitation/Confidential Information. In partial consideration for the RSUs granted to you hereunder, you agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose the Confidential Information (as defined below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this Paragraph 5 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by you of the provisions of this Paragraph 5 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the immediate forfeiture of all of your rights in any RSUs that remain unvested as of the date of such breach.
	“Confidential Information” as used herein shall mean technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.
6.	Dividends. An amount equal to the dividends payable on the shares of Common Stock represented by the RSUs will be paid directly to you as soon as practicable following the date on which a dividend is declared by the Company. These payments will be calculated based upon the number of RSUs credited to your account as of the date that a dividend is declared. These payments will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or employment taxes will be withheld from such payments as and to the extent required by applicable law.

U.S. Employees

7. Distribution. All RSU distributions will be made in the form of actual shares of Common Stock and will be distributed to you on one of the following dates (each, a “Distribution Date”):

(a)	Default Distribution Date. Shares of Common Stock representing your RSUs will be distributed to you when the RSUs vest, unless you make an election to defer receipt to a later date, as provided in subparagraph (b) below.
(b)	Deferred Distribution Date. You may elect to defer distribution of your RSUs to a date subsequent to the Default Distribution Date by providing a written election form to the Company by no later than April 7, 2006. An election form will be provided to you in the near future.
(c)	Executive Officer/Office of the Chairman Exception. If you are a named executive officer of the Company on the Distribution Date (as listed in the proxy statement filed by the Company most recent to the Distribution Date) or are a member of the Company’s Office of the Chairman on the Distribution Date, the Distribution Date will automatically be deferred to the close of business on the last day of your employment with the Company.

	Certificates representing the distributed shares of Common Stock will be delivered to the firm maintaining your account as soon as practicable after a Distribution Date occurs. Notwithstanding the foregoing, all vested RSUs will be immediately distributed to you at the close of business on the last day of your employment with the Company, or as soon as practicable thereafter, if you terminate employment with the Company for any reason including death, disability, retirement or Change of Control of the Company.
8.	Impact on Benefits. To the extent that your RSU Award replaces a cash AIP award opportunity, the face value of the award on the date of the grant (the number of RSUs multiplied by the closing price, as listed on the New York Stock Exchange, of the shares of Common Stock represented by the RSUs on the date of the grant) will be included as compensation for the year of the grant for purposes of the H.J. Heinz Company Supplemental Executive Retirement Plan and the H.J. Heinz Company Employees Retirement and Savings Excess Plan, regardless of whether or not the RSUs subsequently vest.
9.	Tax Withholding. On the Distribution Date, the Company will withhold a number of shares of Common Stock that is equal, based on the Fair Market Value of the Common Stock on the Distribution Date, to the amount of the federal, state, local, and/or foreign income and/or employment taxes required to be collected or withheld with respect to the distribution.
10.	Non-Transferability. Your RSUs may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution. You may designate a beneficiary(ies) in the event that you die before a Distribution Date occurs, who shall succeed to all your rights and obligations under this Agreement and the Plan.

U.S. Employees

A beneficiary election form will be provided to you in the near future. If you do not designate a beneficiary, your RSUs will pass to the person or persons entitled to receive them under your will. If you shall have failed to make a testamentary disposition of your RSUs in your will or shall have died intestate, your RSUs will pass to the legal representative or representatives of your estate.

11.	Employment At-Will. You acknowledge and agree that nothing in this Agreement or the Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of Company to terminate your employment at any time, with or without cause, and with or without notice.
12.	Collection and Use of Personal Data. You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of RSUs held) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and any other stock option or stock incentive plans of the Company (the “Plans”). You further consent to the release of personal data to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.
13.	Future Awards. The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice in accordance with the terms of the Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of RSUs in the future, and does not create any contractual or other right to receive an award of RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in the future.
14.	Compliance with Stock Ownership Guidelines. All RSUs granted to you under this Agreement shall be counted as shares of Common Stock that are owned by you for purposes of satisfying the minimum share requirements under the Company’s Simplified Stock Ownership Guidelines (“SOG”). Notwithstanding the foregoing, you acknowledge and agree that, with the exception of the number of shares of Common Stock withheld to satisfy income tax withholding requirements pursuant to Paragraph 9 above, the shares of Common Stock represented by the RSUs granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution Date, unless and until you have met SOG’s minimum share ownership requirements. The Management Development & Compensation Committee will not approve additional RSU awards to you unless you are in compliance with the terms of this Paragraph 14 and the SOG requirements.
15.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

U.S. Employees

This RSU Award is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H. J. HEINZ COMPANY
By:
	William R. Johnson
	Chairman of the Board, President and Chief Executive Officer

Accepted:

Date:

EX-10.A.VI

Exhibit 10(a)(vi)

SECOND AMENDED AND RESTATED
H. J. HEINZ COMPANY GLOBAL
STOCK PURCHASE PLAN

SECOND AMENDED AND RESTATED
H. J. HEINZ COMPANY

GLOBAL
STOCK PURCHASE PLAN
TABLE OF CONTENTS

		Page
I.	Purpose		1
2.	Definitions		1
3.	Eligibility		3
4.	Participation and Withdrawal		3
5.	Offering		5
6.	Purchase of Stock		7
7.	Payment and Delivery		7
8.	Recapitalization		7
9.	Merger, Liquidation, Other Corporation Transactions		8
10.	Transferability		8
11.	Amendment or Termination of the Plan		8
12.	Administration		9
13.	Committee Rules for Foreign Jurisdictions		10
14.	Securities Laws Requirements		10
15.	Government Regulations		10
16.	No Enlargement of Employee Rights		10
17.	Governing Law		11
18.	Effective Date		11
Appendix	A. Sub-Plan for Participants located in the European Economic Area		A-1

SECOND AMENDED AND RESTATED
H. J. HEINZ COMPANY

GLOBAL
STOCK PURCHASE PLAN

1. PURPOSE.

     The purpose of this Plan is to provide an opportunity for Employees of H. J. Heinz Company (the “Corporation”) and its Designated Affiliates, to purchase Common Stock of the Corporation and thereby to have an additional incentive to contribute to the prosperity of the Corporation. It is not the intention of the Corporation that the Plan qualify as an “Employee Stock Purchase Plan” under section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, this Plan authorizes the grant of options and issuance of Common Stock pursuant to sub-plans adopted by the Committee designed to achieve desired tax or other objectives in particular locations outside the United States.

2. DEFINITIONS.

     (a) “Affiliate” shall mean (i) any parent corporation or subsidiary corporation of the Corporation, as those terms are defined in Sections 424(e) and (f), respectively, of the Code and (ii) any other entity (whether or not a corporation for tax or local law purposes) in which the Corporation has an equity interest.

     (b) “Board” shall mean the Board of Directors of the Corporation.

     (c) “Code” shall mean the Internal Revenue Code of 1986, of the U.S.A., as amended.

     (d) “Committee” shall mean the committee appointed by the Board in accordance with Section 12 of the Plan.

     (e) “Common Stock” shall mean the Common Stock of the Corporation, or any stock into which such Common Stock may be converted.

     (f) “Compensation” shall mean an Employee’s total cash compensation including variable and non-variable cash compensation, paid on account of personal services rendered by the Employee to the Corporation or a Designated Affiliate, plus pre-tax contributions of the Employee which are part of deferred compensation or benefit plans maintained by the Corporation or a Designated Affiliate, with any modifications

determined by the Committee. The Committee shall have the authority to determine and approve all forms of compensation (such as commissions) to be included in the definition of compensation and may change the definition on a prospective basis.

     (g) “Corporation” shall mean H. J. Heinz Company, a Pennsylvania corporation.

     (h) “Designated Affiliate” shall mean any Affiliate which has been designated by the Committee as eligible to participate in the Plan with respect to its Employees.

     (i) “Employee” shall mean an individual classified as an employee by the Corporation or a Designated Affiliate on the payroll records of the Corporation or the Designated Affiliate during the relevant participation period.

     (j) “Offering Date” shall mean the first business day of each Purchase Period.

     (k) “Fair Market Value” shall mean the value of one (1) share of Common Stock on the relevant date, determined as follows:

          (1) If the shares are traded on an exchange, the reported “closing price” on the trading day which precedes the relevant day (e.g., the Offering Date or Purchase Date);

          (2) If (1) does not apply, the fair market value as determined by the Committee in good faith. Such determination shall be conclusive and binding on all persons.

     (l) “Participant” shall mean a participant in the Plan as described in Section 4 of the Plan.

     (m) “Plan” shall mean this Amended and Restated H. J. Heinz Company Global Stock Purchase Plan.

     (n) “Purchase Date” shall mean the last business day of each Purchase Period.

     (o) “Purchase Period” shall mean a three-month, six-month or other period as determined by the Committee, provided that such period shall not exceed 27 months. The first Purchase Period shall commence on the Plan’s Effective Date. Subsequent Purchase Periods, if any, shall run consecutively after the termination of the preceding Purchase Period.

     (p) “Shareholder” shall mean a record holder of shares entitled to vote shares of Common Stock under the Corporation’s by-laws.

3. ELIGIBILITY.

     Any Employee regularly employed on a full-time or part-time basis by the Corporation or by a Designated Affiliate on an Offering Date shall be eligible to participate in the Plan with respect to the Purchase Period commencing on such Offering Date, provided that the Committee may establish administrative rules requiring that employment commence some minimum period (e.g., one month’s employment) prior to an Offering Date for the Employee to be eligible to participate with respect to the Purchase Period beginning on that Offering Date and provided further that (1) the Committee may exclude part-time employees from participation pursuant to criteria and procedures established by the Committee and (2) the Committee may impose an eligibility period on participation of up to two years employment with the Corporation and/or a Designated Affiliate with respect to participation on any prospective Offering Date. The Board also may determine that a designated group of highly compensated Employees are ineligible to participate in the Plan so long as the excluded category fits within the definition of “highly compensated employee” in Code section 414(g). An Employee shall be considered employed on a full-time basis unless his or her customary employment is less than 20 hours per week or five months per year. Employees whose employment terms are covered by a collective bargaining agreement are ineligible to participate in the Plan unless the collective bargaining agreement specifically provides for participation in this Plan. The Board may impose restrictions on eligibility and participation of Employees who are officers and directors to facilitate compliance with federal or state securities laws, foreign laws, stock exchange requirements or U.S. accounting rules.

4. PARTICIPATION AND WITHDRAWAL.

     4.1 An Employee who is eligible to participate in the Plan in accordance with Section 3 may become a Participant by filing, on a date prescribed by the Committee prior to an applicable Offering Date, a completed payroll deduction authorization and Plan enrollment form provided by the Corporation or by following an electronic or other enrollment process as prescribed by the Committee. Participation may be conditioned on an eligible Employee’s consent to transfer and process personal data and on acknowledgment and agreement to Plan terms and other specified conditions. An eligible Employee may authorize payroll deductions at the rate of any whole percentage of the Employee’s base salary, not to exceed fifteen percent (15%) of the Employee’s Compensation, or such greater percentage, as specified by the Committee, as applied to a Purchase Period. The Committee may provide for a separate election (of a different percentage) for a specified item or items of Compensation, including specified bonus payments, if any. All payroll deductions may be held by the Corporation and commingled with its other corporate funds. No interest shall be paid or

credited to the Participant with respect to such payroll deductions except where required by local law as determined by the Committee. A separate bookkeeping account for each Participant shall be maintained by the Corporation under the Plan and the amount of each Participant’s payroll deductions shall be credited to such account. A Participant may not make any additional payments into such account. Payroll deductions made with respect to employees paid in currencies other than U.S. dollars shall be converted to U.S. dollars as of each Purchase Date using the then applicable exchange rate, as determined by the Committee; provided, however, that the Committee may determine, with respect to any Purchase Period, that payroll deductions shall be converted to U.S. dollars based on an average or median exchange rate applicable for the relevant Purchase Period.

     4.2 A Participant may decrease his or her rate of payroll deductions at any time unless other procedures are prescribed by the Committee. A Participant may increase his or her rate of payroll deductions only effective on the first payroll date following the next Purchase Date by filing a new payroll deduction authorization and Plan enrollment form or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of payroll deductions, the rate of payroll deductions shall continue at the originally elected rate throughout the Purchase Period and future Purchase Periods unless the Committee determines to change the maximum permissible rate.

     4.3 (a) Under procedures established by the Committee, a Participant may discontinue participation in the Plan at any time during a Purchase Period by completing and filing a new payroll deduction authorization and Plan enrollment form with the Corporation or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to discontinue the payroll deductions, the rate of payroll deductions shall continue at the originally elected rate throughout the Purchase Period and future Purchase Periods unless the Committee determines to change the maximum permissible rate.

          (b) If a Participant discontinues participation during a Purchase Period, his or her accumulated payroll deductions will remain in the Plan for purchase of shares as specified in Section 6 on the following Purchase Date, but the Participant will not again participate until he or she re-enrolls in the Plan. Alternatively, participants may request a cash distribution of monies accumulated but not yet distributed by following such procedures, electronic or otherwise, as specified by the Committee. The Committee may establish rules limiting the frequency with which Participants may discontinue and resume payroll deductions under the Plan and may impose a waiting period on Participants wishing to resume payroll deductions following discontinuance. The Committee also may change the rules regarding discontinuance of participation or changes in participation in the Plan.

          (c) In the event any Participant terminates employment with the Corporation or any Designated Affiliate for any reason (including death) prior to the expiration of a Purchase Period, the Participant’s participation in the Plan shall terminate and all amounts credited to the Participant’s account shall be paid to the Participant or the Participant’s estate without interest (except where required by local law). Whether a termination of employment has occurred shall be determined by the Committee. The Committee also may establish rules regarding when leaves of absence or change of employment status (e.g., from full-time to part-time, transfer to an Affiliate which is not a Designated Affiliate) will be considered to be a termination of employment, and the Committee may establish termination of employment procedures for this Plan which are independent of similar rules established under other benefit plans of the Corporation and its Affiliates. In the event of a Participant’s death, any accumulated payroll deductions will be paid, without interest, to the estate or legal representative of the Participant.

5. OFFERING.

     5.1 The maximum number of shares of Common Stock which may be issued pursuant to the Plan shall be 5,000,000 shares.

     5.2 Each Purchase Period shall be determined by the Committee. Unless otherwise determined by the Committee, the Plan will operate with successive semi-annual Purchase Periods commencing at the Plan Effective Date. The Committee shall have the power to change the duration of future Purchase Periods, without shareholder approval, and without regard to the expectations of any Participants.

     5.3 With respect to each Purchase Period, each eligible Employee who has elected to participate as provided in Section 4.1 shall be granted an option to purchase the number of shares of Common Stock which may be purchased with the payroll deductions accumulated in an account maintained on behalf of such Employee (assuming payroll deductions at a rate of 15% of base salary or such greater percentage of base salary as determined by the Committee) during each Purchase Period at the purchase price specified in Section 5.4 below. Each eligible employee is subject to a limit of $25,000 for purchases during a calendar year.

     5.4 The option price under each option shall be (not less than eighty-five percent (85%)) established by the Committee (“Designated Percentage”) of the Fair Market Value (as defined in Section 2(k)) of the Common Stock on the Purchase Date on which the Common Stock is purchased. The Committee may change the Designated Percentage with respect to any future Purchase Period, but not below eighty-five percent (85%), and the Committee may determine with respect to any prospective Purchase Period that the option price shall be the Designated Percentage of the Fair Market Value of the Common Stock on the Purchase Date.

6. PURCHASE OF STOCK.

     Upon the expiration of each Purchase Period, a Participant’s option shall be exercised automatically for the purchase of that number of full and fractional shares of Common Stock which the accumulated payroll deductions credited to the Participant’s account at that time shall purchase at the applicable price specified in Section 5.4.

7. PAYMENT AND DELIVERY.

     Upon the exercise of an option on each Purchase Date, the Corporation shall deliver (by electronic or other means) to the Participant a record of the Common Stock purchased, except as specified below. The Committee may permit or require that shares be deposited directly with a broker designated by the Committee (or a broker selected by the Committee) or to a designated agent of the Company, and the Committee may utilize electronic or automated methods of share transfer. The Committee may require that shares be retained with such broker or agent for a designated period of time (and may restrict dispositions during that period) and/or may establish other procedures to permit tracking of such shares or to restrict transfer of such shares. The Committee may require that shares purchased under the Plan shall automatically participate in a dividend reinvestment plan or program maintained by the Corporation. The Corporation shall retain the amount of payroll deductions used to purchase Common Stock as full payment for the Common Stock and the Common Stock shall then be fully paid and non-assessable. No Participant shall have any voting, dividend, or other shareholder rights with respect to shares subject to any option granted under the Plan until the shares subject to the option have been purchased and delivered to the Participant as provided in Section 7.

8. RECAPITALIZATION.

     8.1 If after the grant of an option, but prior to the purchase of Common Stock under the option, there is any increase or decrease in the number of outstanding shares of Common Stock because of a stock split, stock dividend, combination or recapitalization of shares subject to options, the number of shares to be purchased pursuant to an option, the share limit of Section 5.3 and the maximum number of shares specified in Section 5.1 shall be proportionately increased or decreased, the terms relating to the purchase price with respect to the option shall be appropriately adjusted by the Board, and the Board shall take any further actions which, in the exercise of its discretion, may be necessary or appropriate under the circumstances.

     8.2 The Board, if it so determines in the exercise of its sole discretion, also may adjust the number of shares specified in Section 5.1, as well as the price per share of Common Stock covered by each outstanding option and the maximum number of shares subject to any individual option, in the event the Corporation effects one or more

reorganizations, recapitalizations, spin-offs, split-ups, rights offerings or reductions of shares of its outstanding Common Stock.

     8.3 The Board’s determinations under this Section 8 shall be conclusive and binding on all parties.

9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.

     9.1 In the event of the proposed liquidation or dissolution of the Corporation, the Purchase Period then in progress will terminate immediately prior to the consummation of such proposed liquidation or dissolution, unless otherwise provided by the Board in its sole discretion, and all outstanding options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest to the Participants.

     9.2 In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger or consolidation of the Corporation with or into another corporation, then in the sole discretion of the Board, (1) each option shall be assumed or an equivalent option shall be substituted by the successor corporation or parent or subsidiary of such successor corporation, (2) a date established by the Board on or before the date of consummation of such merger, consolidation or sale shall be treated as an Exercise Date, and all outstanding options shall be deemed exercisable on such date or (3) all outstanding options shall terminate and the accumulated payroll deductions shall be returned to the Participants, without interest.

10. TRANSFERABILITY.

     Options granted to Participants may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any attempted assignment, transfer, pledge, or other disposition shall be null and void and without effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than as permitted by the Code, such act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant to Section 4.2.

11. AMENDMENT OR TERMINATION OF THE PLAN.

     11.1 The Plan shall continue until September 14, 2014, unless previously terminated in accordance with Section 11.2.

     11.2 The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the Plan, or revise or amend it in any respect whatsoever, except that, without approval of the shareholders, no such revision or amendment shall:

          (a) materially increase the number of shares subject to the Plan, other than an adjustment under Section 8 of the Plan;

          (b) materially modify the requirements as to eligibility for participation in the Plan, except as otherwise specified in this Plan;

          (c) materially increase the benefits accruing to Participants;

          (d) reduce the purchase price specified in Section 5.4, except as specified in Section 8;

          (e) extend the term of the Plan beyond the date specified in Section 11.1; or

          (f) amend this Section 11.2 to defeat its purpose.

12. ADMINISTRATION.

     The Board shall appoint a Committee consisting of at least two members who will serve for such period of time as the Board may specify and who may be removed by the Board at any time. The Committee will have the authority and responsibility for the day-to-day administration of the Plan, the authority and responsibility specifically provided in this Plan and any additional duties, responsibility and authority delegated to the Committee by the Board, which may include any of the functions assigned to the Board in this Plan. The Committee may delegate to one or more individuals the day-to-day administration of the Plan. The Committee shall have full power and authority to promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements, to adopt sub-plans applicable to specified Affiliates or locations and to take all action in connection with administration of the Plan as it deems necessary or advisable, consistent with the delegation from the Board. Decisions of the Board and the Committee shall be final and binding upon all participants. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Corporation shall pay all expenses incurred in the administration of the Plan. No Board or Committee member shall be liable for any action or determination made in good faith with respect to the Plan or any option granted thereunder.

13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.

     13.1 The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements.

     13.2 The Committee may also adopt sub-plans applicable to particular Affiliates or locations. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 5.1, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

14. SECURITIES AND EXCHANGE CONTROL LAWS REQUIREMENTS.

     The Corporation shall not be under any obligation to issue Common Stock upon the exercise of any option unless and until the Corporation has determined that: (i) it and the Participant have taken all actions required to register the Common Stock under the Securities Act of 1933, or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii) all other applicable provisions of state, federal and applicable foreign law have been satisfied.

15. GOVERNMENTAL REGULATIONS.

     This Plan and the Corporation’s obligation to sell and deliver shares of its stock under the Plan shall be subject to the approval of any governmental authority required in connection with the Plan or the authorization, issuance, sale, or delivery of stock hereunder.

16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.

     Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the employ of the Corporation or any Designated Affiliate or to interfere with the right of the Corporation or Designated Affiliate to discharge any Employee at any time. It is not intended that any rights or benefits provided under this Plan shall be considered part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service awards, pension, retirement or similar payments.

17. GOVERNING LAW.

     This Plan shall be governed by Pennsylvania law.

18. EFFECTIVE DATE.

     This Plan was effective September 15, 1999, subsequent to the approval of the shareholders of the Corporation at the annual meeting on September 9, 1999. This plan as amended shall be effective upon approval of the shareholders of the Corporation at The Annual Meeting on August 15, 2007.

A-1

H.J. HEINZ COMPANY (“HEINZ”)
SUB-PLAN TO THE
GLOBAL STOCK PURCHASE PLAN (the “PLAN”)
FOR PARTICIPANTS LOCATED IN THE EUROPEAN ECONOMIC AREA

I. PURPOSE OF THE SUB-PLAN.

Heinz has established the Plan to provide eligible employees with an opportunity to purchase Common Stock and thereby have an additional incentive to contribute to the prosperity of the Company.

Section 13.2 of the Plan authorizes the Committee to adopt special terms applicable to particular Affiliates or locations. The Committee has determined that it is appropriate and advisable to establish a Sub-Plan to the Plan with effect from May 8, 2007, for the purpose complying with applicable local laws implementing the EU Prospectus Directive. The terms of the Plan shall, subject to the modifications in the following rules, constitute a Sub-Plan to the Plan for Participants located in any EU Member State or European Economic Area (“EEA”) treaty adherent state (the “Sub-Plan”).

II. TERMS OF THE SUB-PLAN.

Notwithstanding any other provision in the Plan, in no event shall the total consideration to be paid by Participants located in EU Member States and EEA treaty adherent states for the purchase of the Company’s Common Stock pursuant to an offer under this Sub-Plan, when combined with the total consideration of all other offers of securities to the public by the Company of its Common Stock within EU Member States and EEA treaty adherent states, exceed the amount of €2,499,999 in a twelve month period. In order not to exceed this limit, the Company shall limit the number of shares of Common Stock that may be purchased by such Participants to ensure that the total consideration of all offers of its Common Stock within EU Member States and European Economic Area treaty adherent states does not exceed €2,499,999 in a twelve month period. Any such limit imposed under this Sub-Plan will be applied to all impacted Participants on similar terms and on a pro-rata basis.

EX-10.A.VII

Exhibit 10(a)(vii)

H. J. Heinz Company

Second Amended and Restated Fiscal Year 2003 Stock Incentive Plan

1. Purposes

The purposes of the Plan are to promote the growth and profitability of the Company by enabling it to attract and retain the best available personnel for positions of substantial responsibility; to motivate Participants, by means of appropriate incentives, to achieve long-range goals; to provide incentive compensation opportunities that are competitive with those of other similar companies; and to align Participants’ interests with those of the Company’s other shareholders through compensation that is based on the Company’s Common Stock and thereby promote the long-term financial interest of the Company and its Subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.

2. Effective Date

Subject to the approval of the shareholders of the Company at the annual meeting of the Company’s shareholders on September 12, 2002, the Plan shall be effective as of September 12, 2002. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any Awards under it are outstanding.

3. Definitions

Capitalized terms used in this Plan have the meanings specified in this Section 3:

“Award” means a grant to a Participant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Cash Awards, or any combination thereof.

“Award Grant” means the written notification or agreement confirming an Award and setting forth the terms and conditions thereof.

“Board of Directors” means the Board of Directors of the Company.

“Cash Award” means the right to receive cash with the amount of such cash subject to achievement of specified Performance Goals and subject to such other restrictions and conditions as may be established by the Committee.

“Cause” means an act of dishonesty, moral turpitude or an intentional or grossly negligent act detrimental to the best interests of the Company or a Subsidiary, as determined by the Committee; provided that, if a Participant is a party to a Severance Protection Agreement with the Company, and such Participant’s employment with the Company is terminated in a manner such that the Participant is entitled to any payments or benefits (including accrued payments or benefits) under the terms of the Severance Protection Agreement, then “Cause” for purposes of this Plan shall have the meaning set forth in the Severance Protection Agreement.

“Change in Control” means any of the following events:

(1) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the

combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any Subsidiary, (ii) the Company or any Subsidiary, or (iii) any Person in connection with a transaction described in paragraph (3) below.

(2) The individuals who, as of the Effective Date, are members of the Board of Directors (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the Board of Directors; provided, however, that if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Consent” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

(3) A merger, consolidation or reorganization involving the Company or a subsidiary of the Company, unless

(i) the Voting Securities of the Company, immediately before such merger, consolidation or reorganization, continue immediately following such merger, consolidation or reorganization to represent, either by remaining outstanding or by being converted into voting securities of the surviving corporation resulting from such merger, consolidation or reorganization or its parent (the “Surviving Corporation”), at least sixty percent (60%) of the combined voting power of the outstanding voting securities of the Surviving Corporation;

(ii) the individuals who were members of the Incumbent Board immediately before the execution of the agreement providing for such merger, consolidation or reorganization constitute more than one-half of the members of the board of directors of the Surviving Corporation; and

(iii) no person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or any Person who, immediately before such merger, consolidation or reorganization had Beneficial Ownership of fifteen percent (15%) or more of the then outstanding Voting Securities) has Beneficial Ownership of fifteen percent (15%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities.

(4) A complete liquidation or dissolution of the Company.

(5) Completion of the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

(6) Any other transaction involving the Company designated as a “Change in Control” by a majority of the Board of Directors.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person,

2

provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company the Subject Person becomes the Beneficial Owner of any additional voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Management Development and Compensation Committee of the Board of Directors described in Section 4, or any committee or other person or persons designated by the Board of Directors as successor to the powers and duties of the Management Development and Compensation Committee as described in

Section 4.

“Common Stock” means the Company’s common stock, par value $.25 per share, except as this definition may be modified as provided in Section 13.

“Company” means H. J. Heinz Company, a Pennsylvania corporation.

“Covered Employee” means a person defined as such in Code section 162(m)(3) and the regulations thereunder (or any successor section and regulations thereunder).

“Date of Termination” means the first day occurring on or after the date or grant of an Award on which the Participant is not performing services for the Company or any Subsidiary, regardless of the reason for cessation of services; provided that a cessation of services shall not be deemed to occur by reason of a transfer of a Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that a Participant’s services shall not be considered terminated while the Participant is on an approved leave of absence from the Company or a Subsidiary. If, as a result of a sale or other transaction, the organization for which a Participant is performing services ceases to be the Company or a Subsidiary and the Participant is not, at the end of the 30-day period following the transaction, performing services for the Company or an organization that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participant’s Date of Termination.

“Director” means any member of the Board of Directors who is not an Employee.

“Disability” has the meaning ascribed to such term in the Company’s Long Term Disability Plan. For the purposes of this Plan, the question whether a Participant’s condition shall be considered a Disability shall be determined in each case by the Committee and such determination by the Committee shall be final and binding. Notwithstanding the foregoing, if a Participant is a party to a Severance Protection Agreement with the Company, and such Participant’s employment with the Company is terminated in a manner that the Participant is entitled to any payments or benefits (including accrued payments or benefits) under the term of the Severance Protection Agreement, then “Disability” for purposes of this Plan shall have the meaning set forth in the Severance Protection Agreement.

“Effective Date” shall have the meaning set forth in Section 2.

“Employee” means any employee of the Company or a Subsidiary, including any such person who is an officer or a member of the Board of Directors.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exercise Period” means the period from the date of grant of an Option or Stock Appreciation Right to the Expiration Date of such Option or Stock Appreciation Right.

“Exercise Price” means the price established by the Committee (or determined according to a method established by the Committee) at the time an Option or Stock Appreciation Right is granted and shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the Option or Stock Appreciation Right (or, if greater, the par value of a share of Common Stock), provided that if a Stock Appreciation Right is granted in tandem

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with an Option that was previously outstanding, the Exercise Price of such Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the Option (or, if greater, the par value of a share of Common Stock on such date).

“Expiration Date” means, with respect to an Option or Stock Appreciation Right, the date specified in the Award Grant after which such Option or Stock Appreciation Right may not be exercised; provided that the Expiration Date shall not be later than the earliest to occur of:

(i) the ten-year anniversary of the date of grant;

(ii) if the Participant’s Date of Termination occurs by reason of Retirement, the five-year anniversary of such Date of Termination;

(iii) if the Participant’s Date of Termination occurs by reason of death or Disability, the one-year anniversary of such Date of Termination;

(iv) if the Participant’s Date of Termination occurs by reason of involuntary termination without Cause by the Company or a Subsidiary, or by the Participant for Good Reason, the 90th day after the Date of Termination unless the Committee determines otherwise;

(v) if the Participant’s Date of Termination occurs by reason of involuntary termination by the Company or a Subsidiary for Cause, the Date of Termination; or

(vi) if the Participant’s Date of Termination occurs voluntarily by the Participant or for any other reason not described above, the Date of Termination.

The Committee in its sole discretion may establish an Expiration Date later than as described above, but not later than the ten-year anniversary of the date of grant. Notwithstanding the foregoing, if the Participant’s Date of Termination occurs by reason of death or Disability or if death or Disability of the Participant occurs after Retirement or involuntary termination without Cause and before the otherwise applicable Expiration Date, the Expiration Date for a Non-Statutory Option or Stock Appreciation Right which was exercisable as of the date of death or Disability or which becomes exercisable by reason of death or Disability shall not be earlier than the first anniversary of the date of Date of Termination.

“Fair Market Value” as of any specified date means the closing sale price of the Common Stock on the New York Stock Exchange—Composite Tape on such date or, if there are no sales on such date, on the next day on which there are sales.

“Good Reason” means the occurrence after a Change in Control of any of the events or conditions described in the following subsections (1) through (5):

(1) a change in the Participant’s title, position, duties or responsibilities (including reporting responsibilities) which represents an adverse change from the Participant’s title, position, duties or responsibilities as in effect at any time within 90 days preceding the date of the Change in Control or at any time thereafter; or any removal of the Participant from or failure to reappoint or reelect him or her to any one of such offices or positions, except in connection with the termination of the Participant’s employment for Disability, Cause, as a result of the Participant’s death, or by the Participant other than for Good Reason;

(2) a reduction in the Participant’s base salary or any failure to pay the Participant any compensation or benefits to which the Participant is entitled within five days after the date due;

(3) the Participant being required by the Company to perform the Participant’s regular duties at any place outside a 30-mile radius from the place where the Participant’s regular duties were performed immediately before the Change in Control, except for reasonably required travel on the Company’s business which is not materially greater than such travel requirements in effect immediately before the Change in Control;

(4) the failure by the Company to provide the Participant with compensation and benefits, in the aggregate, at least equal (in opportunities) to those provided for under the compensation and employee benefit plans, programs and practices in which the Participant was participating at any time within 90 days preceding the date of a Change in Control or at any time thereafter; or

(5) for any Participant who is a party to a Severance Protection Agreement with the Company, any additional event or condition that constitutes “Good Reason” under such Severance Protection Agreement.

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Any event or condition described in subsections (1) through (5), above, which occurs before a Change in Control but which the Participant reasonably demonstrates (a) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control or (b) otherwise arose in connection with, or in anticipation of, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Plan notwithstanding that it occurred before the Change in Control.

“Incentive Option” means an Option which is an “incentive stock option” as defined in Code section 422 (or any successor section thereto).

“Non-Statutory Option” means an Option which is not intended to qualify as an Incentive Option as defined above.

“Option” means an Incentive Option or a Non-Statutory Option granted by the Company pursuant to the Plan to purchase shares of Common Stock at an Exercise Price established by the Committee.

“Participant” means an Employee, Director or other person selected by the Committee to receive an Award. The term shall include any transferee or transferees of any person who has received an Award to the extent the transfer is permitted by the Plan and the applicable Award Grant.

“Performance Award” means an Award of Performance Shares and/or a Cash Award.

“Performance Goal” means a target based on Performance Measures that is established by the Committee in connection with a Performance Award; Performance Goals may be

5

established on a corporate-wide basis or with respect to one or more business units, divisions, or subsidiaries, and may be in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies.

“Performance Measures” means criteria established by the Committee relating to any of the following: revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); operating income; pre- or after-tax income; cash flow; cash flow per share; net earnings; earnings per share; return on equity; return on invested capital; return on assets; economic value added (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; improvement in or attainment of working capital levels; ability to execute against customer service goals; and innovation as measured by a percentage of sales from new products. Performance Measures may be applied by excluding the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles.

“Performance Share” means a grant of shares of Common Stock, Restricted Stock or Restricted Stock Units which are contingent on achievement of specified Performance Goals and satisfaction of such other restrictions and conditions as may be established by the Committee.

“Plan” means the H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan.

“Restricted Stock” means a grant of shares of Common Stock subject to a risk of forfeiture or other restrictions that will lapse upon the completion of service by the Participant, or achievement of other objectives, as determined by the Committee.

“Restricted Stock Unit” means a grant of a Stock Unit which is subject to a risk of forfeiture or other restrictions including those that will lapse upon the completion of service by the Participant, or achievement of other objectives, as determined by the Committee.

“Retirement” means cessation of services for the Company or a Subsidiary by reason of retirement under the provisions of any formal retirement plan of the Company or Subsidiary.

“Stock Appreciation Right” means a grant which entitles the Participant to receive, in cash or Common Stock (as determined pursuant to subsection 7(C)), value equal to (or otherwise based on) the excess of: (a) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (b) an Exercise Price established by the Committee.

“Stock Unit” means a right to receive shares of Common Stock in the future.

“Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent voting or profits interest is owned, directly or indirectly, by the Company (or by any entity that is a successor to the Company), and any other business venture designated by the Committee in which the Company (or any entity that is a successor to the Company) has a significant interest, as determined in the discretion of the Committee.

“Subsidiary Corporation” means any corporation in which the Company owns, directly (or indirectly through Subsidiary Corporations), at least 50% of the total combined voting power of all classes of stock.

“Successor” means the person or persons entitled in lieu of the Participant to receive any shares of Common Stock or other benefits under the Plan by reason of a beneficiary designation, will, laws of intestacy, or family assignments as permitted under the Plan. The Successor of a deceased Participant shall be the person or persons entitled to do so under a beneficiary designation in accordance with Section 11 or, if none, under the Participant’s will

6

or, if the Participant shall have failed to designate a beneficiary or make testamentary disposition of such benefits or shall have died intestate, by the Participant’s legal representative or representatives.

“Surviving Corporation” means the surviving corporation, its parent or any other entity that results from any merger, consolidation or reorganization of the Company.

4. Administration

The Plan shall be administered by a Management Development and Compensation Committee of not less than three Directors of the Company appointed by the Board of Directors. No person shall be eligible or continue to serve as a member of such Committee unless such person is “independent” as defined by the New York Stock Exchange and an “outside director” within the meaning of regulations under Code section 162(m).

The Committee shall keep minutes of its meetings. A majority of the Committee shall constitute a quorum thereof and the acts of a majority of the members present at any meeting of the Committee at which a quorum is present, or acts approved in writing by the entire Committee, shall be the acts of the Committee.

The Committee shall have the authority and discretion to interpret the Plan and to make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. In the event of any dispute or disagreement as to the interpretation of this Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee shall be final and binding upon all persons.

Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to the Chief Executive Officer of the Company or a committee of officers of the Company, except with respect to Awards to any Covered Employee or to an officer or other person subject to Section 16 of the Exchange Act. Any such allocation or delegation may be revoked by the Committee at any time.

5. Eligibility

Subject to the provisions of the Plan, the Committee shall determine and designate, from time to time, those Employees, Directors or other persons who will be granted one or more Awards under the Plan, and who thereby will become “Participants” in the Plan.

(A) In determining eligibility to receive an Award, as well as in determining the type and amount of the Award to any Participant, the Committee shall consider the position and responsibilities of the person being considered, the nature and value to the Company or a Subsidiary of such person’s services and accomplishments, such person’s present and potential contribution to the success of the Company or its Subsidiaries and such other factors as the Committee may deem relevant.

(B) The Plan does not constitute a contract of employment or for provision of other services, and selection as a Participant will not give any participating employee or other individual the right to be retained in the employ of or continue to provide services to the Company or any Subsidiary or give any participating employee or other individual any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan, nor shall the Plan in any way interfere with the right of the Company or any Subsidiary to terminate the employment or services of any participating employee or other individual at any time.

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(C) Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Common Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

6. Shares Available

Subject to the provisions of Section 13, the type and number of shares of Common Stock for which Awards may be granted under the Plan shall be determined in accordance with this Section 6:

(A) The shares of Common Stock with respect to which Awards may be made under the Plan shall be shares authorized but unissued or currently held or shares reacquired by the Company and presently or hereafter held as treasury shares, including shares purchased in the open market or in private transactions.

(B) Subject to the following provisions of this Section 6, the maximum number of shares of Common Stock that may be delivered to Participants and their Successors under the Plan shall be equal to the sum of: (i) seventeen million (17,000,000) shares of Common Stock; (ii) any shares of Common Stock subject to Awards under this Plan which are forfeited, expire or are canceled or settled in cash without delivery of shares of Common Stock; (iii) any shares of Common Stock tendered (either actually or through attestation) to pay the Exercise Price of any Option or to satisfy withholding taxes; and (iv) any shares of Common Stock withheld for payment of withholding taxes.

(C) The following additional limitations are imposed on the shares of Common Stock that may be delivered to Participants and their Successors as provided above.

(1) The maximum number of shares of Common Stock that may be issued by Options intended to be Incentive Options shall be nine million (9,000,000) shares.

(2) The maximum number of shares of Common Stock that may be issued in conjunction with Awards granted pursuant to Section 9 (relating to Other Stock Awards) and Section 10 (relating to Performance Shares) shall be, in the aggregate, fifty percent (50%) of the total shares reserved for Awards pursuant to paragraph (B) above.

(3) The maximum number of shares that may be covered by Awards granted to any one individual pursuant to Section 8 (relating to Options and Stock Appreciation Rights) shall be three million (3,000,000) shares during any 36 month period. If an Option is in tandem with a Stock Appreciation Right, such that the exercise of the Option or Stock Appreciation Right with respect to a share of Common Stock cancels the tandem Stock Appreciation Right or Option, respectively, with respect to such share, the tandem Option and Stock Appreciation Right with respect to each share of Common Stock shall be counted as covering but one share of Common Stock for purposes of applying the limitations of this subparagraph (3).

(4) The maximum number of shares that may be covered by Awards granted to any one individual pursuant to Section 9 (relating to Other Stock Awards) and Section 10 (relating to Performance Shares) shall be, in the aggregate, one million (1,000,000) shares during any 36 month period.

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(5) For Cash Awards that are intended to be “performance-based compensation” (within the meaning of regulations under Code section162(m)), the maximum Awards payable in cash to any one individual for a 36-month performance period shall not exceed ten million dollars ($10,000,000). Such maximum shall be reduced proportionately in the case of a performance period of less than 36 months and shall be increased proportionately for a performance period of longer than 36 months (but no further adjustment shall be made in the case of a performance period of greater than 60 months). If, after an amount has been earned with respect to a Cash Award, the delivery of such amount is deferred pursuant to Section 7(B), any additional amount attributable to earnings during the deferral period shall be disregarded for purposes of this limitation.

7. Awards

The Committee shall have full and complete authority, in its discretion, subject to the provisions of the Plan, to grant Awards to Participants consisting of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Cash Awards or any combination thereof, as more fully described in Sections 8 through 10, subject to such terms and conditions as the Committee deems appropriate. Awards may be granted singly, in combination or in tandem so that the settlement or payment of one automatically reduces or cancels the other. Awards may also be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for, grants or rights under any other compensation plan of the Company or any Subsidiary, including the plan of any acquired entity.

(A) Dividends and Dividend Equivalents

The Committee may provide that Awards denominated in Common Stock earn dividends or dividend equivalents. Such dividend equivalents may be paid currently in cash or shares of Common Stock or may be credited to an account established by the Committee under the Plan in the name of the Participant. In addition, dividends or dividend equivalents paid on outstanding Awards or issued shares may be credited to such account rather than paid currently. Any crediting of dividends or dividend equivalents may be subject to such restrictions and conditions as the Committee may establish, including reinvestment in additional shares or share equivalents.

(B) Deferrals

The Committee may require or permit Participants to elect to defer the issuance of shares or the settlement of Awards in cash under such rules and procedures as it may establish under the Plan. It may also provide that deferred settlements include the payment or crediting of interest on the deferral amounts, conversion of deferred amounts into deferred Common Stock (or other) equivalents, or the payment or crediting of dividend equivalents on deferred settlements denominated in shares.

(C) Settlements

Settlement of Awards may be in the form of cash, shares of Common Stock, other Awards, or in such combinations thereof as the Committee shall determine at the time of grant, and with such restrictions as it may impose.

8. Options and Stock Appreciation Rights

The Committee may grant Options containing such terms and conditions as shall be requisite, in the judgment of the Committee, to constitute either Incentive Options or Non-Statutory

9

Options. Non-Statutory Options shall be identified as such in the Award Grant. The Committee may grant Stock Appreciation Rights either (i) independently of Options or (ii) in tandem with Options such that the exercise of the Option or Stock Appreciation Right with respect to a share of Common Stock cancels the tandem Stock Appreciation Right or Option, respectively, with respect to such share. The grant of each Option or Stock Appreciation Right shall be confirmed in writing by an Award Grant in the form prescribed by the Committee.

(A) Exercise Price

At the time an Option or Stock Appreciation Right is granted, the Committee shall determine the Exercise Price. Except for adjustments as provided in

Section 13, the Exercise Price for any outstanding Option or Stock Appreciation Right may not be decreased after the date of grant nor may any outstanding Option or Stock Appreciation Right be surrendered to the Company as consideration for the grant of a new Option or Stock Appreciation Right with a lower Exercise Price.

(B) Exercise Period

Each Option or Stock Appreciation Right granted under this Plan shall be exercisable during such period and under such circumstances as the Committee shall determine, subject to the following rules unless otherwise determined by the Committee:

(1) An Option or Stock Appreciation Right must be exercised prior to the Expiration Date.

(2) With respect to any Option or Stock Appreciation Right granted on or prior to May 16, 2005, each Option or Stock Appreciation Right shall become immediately exercisable upon the occurrence of a Change in Control whether or not otherwise then exercisable under this Plan or the provisions of the applicable Award Grant relating thereto. With respect to any Option or Stock Appreciation Right granted on or after May 17, 2005, such Option or Stock Appreciation Right shall become immediately vested and exercisable as to 100% of the shares of Common Stock subject to the Option or Stock Appreciation Right upon (i) the occurrence of a Change in Control if such Option or Stock Appreciation Right is not assumed, substituted or replaced by a Surviving Corporation or other successor to the business of the Company with an award of equivalent value, or (ii) if clause (i) does not apply, the termination of the Participant’s employment with or services for the Company within 24 months following a Change in Control if such termination is (a) by the Company for reasons other than Cause or (b) by the Participant for Good Reason, but, in either case of clause (i) or (ii), only to the extent the Option or Stock Appreciation Right has not otherwise been terminated and canceled or become exercisable as of such date.

(3) The effect of a Participant’s cessation of performance of services for the Company and its Subsidiaries shall be as follows:

(i) Retirement. If cessation of performance of services is the result of Retirement, the Participant may exercise any outstanding Option or Stock Appreciation Right at any time after and to the extent that such Option or Stock Appreciation Right has become exercisable under the terms of the applicable Award Grant and before the applicable Expiration Date.

(ii) Death. If a Participant dies while the Participant is continuing to perform services for the Company or a Subsidiary or during the period following Retirement and before the Expiration Date, the Successor may exercise the Participant’s Options or Stock Appreciation Rights at any time prior to the applicable Expiration Date, whether or not such Options or Stock Appreciation Rights were otherwise exercisable on the date of the Participant’s death under this Plan or the applicable Award Grant.

(iii) Disability. If the Committee determines that a Participant ceased to perform services for the Company or a Subsidiary because of Disability, any Option or Stock Appreciation Right held by such Participant on the Date of Termination may be exercised (whether or not such Option or Stock Appreciation Right was otherwise exercisable on the Date of Termination under this Plan or the provisions of the Award Grant relating thereto) at any time prior to the Expiration Date.

(iv) Involuntary Termination without Cause. If the Participant ceases to perform services for the Company and its Subsidiaries involuntarily without Cause, the Participant may exercise any outstanding Option or Stock Appreciation Right at

10

any time after and to the extent that such Option or Stock Appreciation Right has become exercisable under the terms of the applicable Award Grant and before the applicable Expiration Date.

(v) Involuntary Termination for Cause. If a Participant ceases to perform services for the Company and its Subsidiaries involuntarily for Cause, any outstanding Options held by such Participant shall be immediately cancelled on such Date of Termination.

(vi) Other Termination. If a Participant ceases to perform services for the Company and its Subsidiaries for any reason other than as set forth in subparagraphs (i) through (v) above, the Participant may exercise any outstanding Option or Stock Appreciation Right at any time after and to the extent that such Option or Stock Appreciation Right has become exercisable under the terms of the applicable Award Grant and before the applicable Expiration Date.

(C) Exercise Procedures

Each Option or Stock Appreciation Right granted under this Plan may be exercised to the extent exercisable, in whole or in part at any time during the Exercise Period, for such number of shares as shall be prescribed by the provisions of the Award Grant evidencing such Option, provided that:

(1) An Option or Stock Appreciation Right may be exercised by the Participant or a Successor only by written notice (in the form prescribed by the Committee) to the Company specifying the number of shares to which such notice applies.

(2) The aggregate Exercise Price of the shares as to which an Option may be exercised shall be, in the discretion of the Committee, (a) paid in U.S. funds by any one or any combination of the following: cash, (including check, draft or wire transfer made payable to the order of the Company), or delivery of Common Stock certificates endorsed in blank or accompanied by executed stock powers with signatures guaranteed by a national bank or trust company or a member of a national securities exchange evidencing shares of Common Stock which have been held for more than six months (or such other period of time as the Committee deems appropriate), whose value shall be deemed to be the Fair Market Value on the date of exercise of such Common Stock, or (b) deemed to be paid in full provided the notice of the exercise of an Option is accompanied by a copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds sufficient to cover the Exercise Price or (c) paid upon such terms and conditions, including provision for securing the payment of the same, as the Committee, in its discretion, shall provide.

(3) As soon as practicable after receipt by the Company of notice of exercise and of payment in full of the Exercise Price of the shares with respect to which an Option has been exercised, a certificate or certificates representing such shares shall be registered in the name or names of the Participant or Successor and shall be delivered to the Participant or Successor. If any part of the Exercise Price is paid on a deferred basis (to the extent such deferral is permitted by the Committee), the shares for which payment has been deferred shall be registered in the name of the Participant or Successor but the certificate or certificates representing such shares shall not be delivered to the Participant or Successor until the Exercise Price for such shares has been paid in full.

(D) Special Rules Relating to Incentive Options

(1) No Incentive Option may be granted to an individual who is not an Employee of the Company or a Subsidiary Corporation.

(2) No Incentive Option may be granted on or after the 10th anniversary of the Effective Date.

(3) The aggregate Fair Market Value (determined as of the time the Option is granted) of the Common Stock with respect to which Incentive Options are exercisable for the

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first time during any calendar year by an Employee under all plans of the Company and its Subsidiaries shall not exceed the greater of $100,000 or such sum as may from time to time be permitted under Code section 422.

9. Other Stock Awards

The Committee may make Awards consisting of Restricted Stock or Restricted Stock Units, containing such terms and conditions, and subject to such restrictions and contingencies as the Committee shall determine, subject to the provisions of the Plan. Vesting of Restricted Stock Unit Awards granted to other than Directors that are not granted in lieu of other compensation or to replace forfeited awards from a prior service recipient shall require either the achievement of Performance Measures or other performance objectives, or the completion of a specified period of service with the Company or the Subsidiaries. If the right to become vested in a Restricted Stock Award or Restricted Stock Unit Award granted under this Section 9 is conditioned on the completion of a specified period of service with the Company or the Subsidiaries, without achievement of Performance Measures or other performance objectives being required as a condition of vesting, and without it being granted in lieu of other compensation or to replace forfeited awards from a prior service recipient, then the required period of service for full vesting shall be not less than three years, subject to acceleration of vesting in the following circumstances:

(A) to the extent permitted by the Committee, in the event of the Participant’s Retirement, death, Disability, or involuntary termination without Cause; or

(B) with respect to Awards granted on or prior to May 16, 2005, in the event of a Change in Control, unless such Award is replaced by an award of equivalent value provided by the Surviving Corporation which replacement award vests not later than the replaced Award and, to the extent not previously vested, vests in full in the event of any involuntary cessation of performance of services for the Surviving Corporation following the Change in Control (other than involuntary termination by reason of an act of dishonesty, moral turpitude or an intentional or grossly negligent act detrimental to the best interests of the Surviving Corporation) unless otherwise determined by the Committee at the time of the Award; and

(C) with respect to any Award granted on or after May 17, 2005, unless otherwise provided by the Committee in any individual Award Agreement at the time of grant, upon (i) the occurrence of a Change in Control if such Award is not assumed, substituted or replaced by a Surviving Corporation or other successor to the business of the Company with an award of equivalent value, or (ii) if clause (i) does not apply, the termination of the Participant’s employment with or services for the Company within 24 months following a Change in Control if such termination is by the Company for reasons other than Cause or by the Participant for Good Reason but, in either case of clause (i) or (ii), only to the extent the Award has not otherwise been terminated and canceled as of such date.

10. Performance Awards

The Committee may make Awards consisting of Performance Shares or Cash Awards, containing such terms and conditions, and subject to such restrictions and contingencies as the Committee shall determine, subject to the provisions of the Plan. Performance Awards shall be conditioned on the achievement of Performance Goals, based on one or more Performance Measures, as determined by the Committee, over a performance period (not less than one year) prescribed by the Committee. For Awards under this Section 10 intended to be “performance-based compensation” within the meaning of regulations under Code section 162(m), the grant of the Awards and the performance goals shall be made during the period required under Code section 162(m). In the event that a Change in Control occurs after a Performance Award has been granted but before completion of the applicable performance period, a pro rata portion of such Award shall become payable as of the date of the Change in Control to the extent otherwise earned on the basis of achievement of the pro rata portion of the Performance Goals relating to the portion of the performance period completed as of the date of the Change in Control.

11. Non-Transferability

Unless otherwise designated by the Committee to the contrary, each Award granted under the Plan shall by its terms be non-transferable by the Participant (except by will or the laws of descent and distribution). An Option or Stock Appreciation Right shall be exercisable during the Participant’s lifetime only by the Participant, his or her guardian or legal representative or by such other means as the Committee may approve from time to time that is not inconsistent with or contrary to the provisions of either Section 16(b) of the Exchange Act or Rule 16b-3, as either may be amended from time to time, or any law, rule, regulation or other provision that

12

may hereafter replace such Rule. A Participant may also designate a beneficiary to exercise his or her Awards after the Participant’s death. The Committee may amend outstanding Awards to provide for transfer, without payment of consideration, to immediate family members of the Participant or to trusts or partnerships for such family members.

12. Listing and Registration of Shares

If at any time the Board of Directors shall determine, in its discretion, that the listing, registration or qualification of any of the shares subject to Awards under the Plan upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the purchase or issue of shares thereunder, no outstanding Awards which would result in the purchase or issuance of shares may be exercised or otherwise settled unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. The Board of Directors may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the shares in compliance with applicable law and shall have the authority to cause the Company at its expense to take any action related to the Plan which may be required in connection with such listing, registration, qualification, consent or approval.

13. Adjustments

The Committee will make such adjustments as it deems appropriate to meet the intent of the Plan in the event of changes that impact the Company’s share price or share status, provided that any such actions are consistently and equitably applicable to all affected Participants.

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, reorganization, spin-off or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting shares, such adjustments to reflect such change shall be made by the Committee with respect to (i) the aggregate number of shares and/or kind of shares that may be issued under the Plan or that may be subject to Awards of a specified type and/or to any individual; (ii) the number of shares and/or kind of shares covered by outstanding Awards to any individual under the Plan; and/or (iii) the applicable price per share with respect to any outstanding Options, Stock Appreciation Rights and other Awards under the Plan.

14. Tax Withholding

Delivery of any shares or any other benefits under the Plan is subject to withholding of applicable taxes. The Committee unilaterally or by arrangement with the Participant or Successor shall make appropriate provision for satisfaction of withholding taxes in the case of any transaction under the Plan which gives rise to a withholding requirement. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Common Stock which the Participant already owns and which have been held for more than six months (or such other period of time that the Committee deems appropriate), or (to the extent of minimum statutory withholding requirements) through withholding of shares of Common Stock to which the Participant is otherwise entitled under the Plan.

15. Amendments and Termination

The Board of Directors may amend this Plan as it shall deem advisable, except that the Board of Directors may not, without further approval of the shareholders of the Company

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subject to Section 13, (a) increase the total number of shares of Common Stock which may be issued under the Plan as set forth in Section 6(B) or the maximum number of shares that may be issued, as provided in Section 6(C), (b) change the class of individuals eligible for Awards, or (c) change the rules governing Exercise Price. The Board of Directors may, in its discretion, terminate this Plan at any time. No amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected Successor), adversely affect the rights of any Participant or Successor under any Award granted under the Plan prior to the date such amendment is adopted, provided that adjustments pursuant to Section 13 are not be subject to such limitation. Subject to the foregoing and the requirements of Code section 162(m), the Board of Directors may without further action on the part of the shareholders of the Company or the consent of Participants, amend the Plan, (a) to permit or facilitate qualification of Options thereafter granted under the Plan as Incentive Options, (b) to ensure compliance with recently enacted provisions of Code Section 409A governing the timing of deferral elections, distribution requirements, and changes in distribution elections, with respect to nonqualified deferred compensation arrangements, and (c) to preserve the Company’s tax deduction under Code section 162(m).

16. Foreign Jurisdictions

The Committee may, from time to time, adopt, amend, and terminate under the Plan such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of laws of any foreign jurisdiction to Participants who are subject to such laws and who receive Awards under the Plan.

17. Compliance with Code section 162(m)

With respect to Covered Employees, transactions under the Plan are intended to avoid loss of the deduction referred to in paragraph (1) of Code section 162(m) or any successor section thereto. Anything in the Plan or elsewhere to the contrary notwithstanding, to the extent any provision of the Plan or action by the Committee fails to so comply or avoid the loss of such deduction, it shall be deemed null and void as relates to Covered Employees, to the extent permitted by law and deemed advisable by the Committee.

18. Notices

All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the Secretary of the Company or mailed to its principal office, Post Office Box 57, Pittsburgh, Pennsylvania 15230, addressed to the attention of the Secretary; and if to the Participant, shall be delivered personally or mailed to the Participant at the address appearing in the payroll records of the Company or a Subsidiary or, if applicable, to the Participant’s Successor at the last known address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party.

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EX-12

Exhibit 12

H. J. HEINZ COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

	Three Months
	Ended
	August 1,
	2007
	(Thousands of Dollars)
Fixed Charges:
Interest expense*	$	93,058
Capitalized interest		—
Interest component of rental expense		7,342
Total fixed charges	$	100,400
Earnings:
Income before adjustments for minority interests in consolidated subsidiaries, income or loss from equity investees, and income taxes	$	280,773
Add: Interest expense*		93,058
Add: Interest component of rental expense		7,342
Add: Amortization of capitalized interest		353
Earnings as adjusted	$	381,526
Ratio of earnings to fixed charges		3.80

*  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, 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 period 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; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter 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 24, 2007

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, 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 period 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; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter 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 24, 2007

By  /s/  Arthur B. Winkleblack

Name: Arthur B. Winkleblack

Title: Executive Vice President and

Chief Financial Officer

EX-32.A

Exhibit 32(a)

18 U.S.C. SECTION 1350 CERTIFICATION

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 August 1, 2007 (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 24, 2007

/s/  William R. Johnson

Name: William R. Johnson

Title: Chairman, President and

Chief Executive Officer

EX-32.B

Exhibit 32(b)

18 U.S.C. SECTION 1350 CERTIFICATION

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 August 1, 2007 (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 24, 2007

/s/  Arthur B. Winkleblack

Name: Arthur B. Winkleblack

Title: Executive Vice President

and Chief Financial Officer