**Exhibit 10(a)(xxxiii)****Restricted Stock Unit Award and Agreement**[DATE]Dear _____________________:H. J. Heinz Company is pleased to confirm that, effective as of _________, you have been granted anaward of Restricted Stock Units (“RSUs”) [for Fiscal Year ______] in accordance with the terms andconditions of the 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 thisletter agreement (“Agreement”), which shall control in the event of a conflict with the terms andconditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. HeinzCompany and its Subsidiaries. Unless otherwise defined in this Agreement, all capitalized termsused in this Agreement shall have the same meanings as the capitalized terms in the Plan, which arehereby 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 andrestrictions set forth in this Agreement, including, without limitation, the vestingconditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate accountestablished and maintained by the Company on your behalf or by a third party engaged by theCompany for the purpose of implementing, administering and managing the Plan. Until theDistribution Date (as defined herein), your RSUs are treated as unvested deferred compensationamounts, the value of which is subject to change based on increases or decreases in the marketprice of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannotexercise voting rights on them until the Distribution Date. 3. Vesting. You will become vested in the RSUs credited to your account according tothe following schedule: _________. 4. Termination of Employment. The termination of your employment with the Company willhave the following effect on your RSUs: (a) *Retirement, Disability or Involuntary Termination without Cause.*If thetermination of your employment with the Company is the result of Retirement, Disabilityor Involuntary Termination without Cause, any RSUs granted hereunder that remainunvested as of your Date of Termination shall continue to vest in accordance with thevesting schedule set forth in Paragraph 3 above, subject to the requirements ofParagraph 5 of this
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   Agreement, but in no event later than the one year anniversary of your Date ofTermination.  (b) *Death*. In the event that you should die while you are continuing to performservices for the Company or following Retirement, any RSUs that remain unvested as ofthe date of your death shall continue to vest in accordance with the vesting scheduleset forth in Paragraph 3 above, but in no event later than the one year anniversary ofyour Date of Termination.  (c) *Good Reason*. If your employment with the Company terminates for Good Reason, anyRSUs that remain unvested as of your Date of Termination shall vest as set forth in thePlan.  (d) *Other Termination*. If your employment with the Company terminates for any reasonother than as set forth in subparagraphs (a), (b) or (c) above, including withoutlimitation any voluntary termination of employment or an involuntary termination forCause, no further vesting will occur and you will immediately forfeit all of your rightsin any RSUs that remain unvested as of your Date of Termination.5. Non-Solicitation/Confidential Information. In partial consideration for the RSUsgranted to you hereunder, you agree that you shall not, during the term of your employment bythe Company and for 12 months after termination of your employment, regardless of the reasonfor the termination, either directly or indirectly, solicit, take away or attempt to solicitor take away any other employee of the Company, either for your own purpose or for any otherperson or entity. You further agree that you shall not, during the term of your employment bythe Company or at any time thereafter, use or disclose the Confidential Information (asdefined below) except as directed by, and in furtherance of the business purposes of, theCompany. You acknowledge that the breach or threatened breach of this Paragraph 5 will resultin 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 thatwould result to the Company. You consent to the issuance of any restraining order orpreliminary restraining order or injunction with respect to any conduct by you that isdirectly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by youof the provisions of this Paragraph 5 will, at the option of the Company and in addition toall other rights and remedies available to the Company at law, in equity or under thisAgreement, result in the immediate forfeiture of all of your rights in any RSUs that remainunvested as of the date of such breach.   “Confidential Information” as used herein shall mean technical or business information notreadily available to the public or generally known in the trade, including but not limitedto inventions; ideas; improvements; discoveries; developments; formulations; ingredients;recipes; specifications; designs;
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  standards; financial data; sales, marketing and distribution plans, techniques andstrategies; 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, orinformation which the Company received from third parties under an obligation ofconfidentiality. 6. Dividends. An amount equal to the dividends payable on the shares of Common Stockrepresented by your unvested RSUs will be paid directly to you as soon as practicablefollowing the date on which a dividend is declared by the Company. These payments will becalculated 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 suchpayments as and to the extent required by applicable law. 7. Distribution. All RSU distributions will be made in the form of actual shares ofCommon 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 willbe distributed to you on the date the RSUs vest, or, if such date is not a businessday, on the next business day, unless you have already made an election to deferreceipt to a later date[, as provided in subparagraph (b) below].  (b) [*Deferred Distribution Date*. You may have elected to defer distribution ofyour RSUs to a date subsequent to the Default Distribution Date by providing a writtenelection form to the Company in accordance with the provisions of Internal RevenueCode Section 409A.]  (c) *Section 16 Reporting Person Exception.*If you are a reporting person of theCompany under Section 16 of the Securities Act of 1934 on the Distribution Date, theDistribution Date will automatically be deferred to the close of business on the dayfollowing the last day of your employment with the Company.  (d) *Specified Employee*. If you are a “specified employee,” as defined in InternalRevenue Code section 409A(a)(2)(B)(i) on your deferred distribution date, yourdistribution will be automatically deferred until the date that is six (6) monthsafter your “separation from service,” regardless of your deferred distributionelection.  Subject to Paragraph 7(d), certificates representing the distributed shares of Common Stockwill be delivered to the firm maintaining your account as soon as practicable after aDistribution Date occurs. Notwithstanding the foregoing, and
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  subject to Paragraph 7(d), all vested RSUs will be immediately distributed to you at theclose of business on the day following the last day of your employment with the Company, oras soon as practicable thereafter, if you terminate employment with the Company for anyreason and deferred RSUs that vest after the date of your termination will be immediatelydistributed to you as they vest, despite any deferral election. Notwithstanding theforegoing, RSU distributions will be made at a date other than as described above to theextent 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 relatedto an annual RSU award,] the face value of the award on the date ofthe grant (the number of RSUs multiplied by the closing price, aslisted on the New York Stock Exchange, of the shares of Common Stockrepresented by the RSUs on the date of the grant) will be included ascompensation for the year of the grant for purposes of the H.J. HeinzCompany Supplemental Executive Retirement Plan and the H.J. HeinzCompany Employees Retirement and Savings Excess Plan, regardless ofwhether or not the RSUs subsequently vest. 9. Tax Withholding. On the Distribution Date, the Company will withhold anumber of shares of Common Stock that is equal, based on the FairMarket Value of the Common Stock on the Distribution Date, to theamount of the federal, state, local, and/or foreign income and/oremployment taxes required to be collected or withheld with respect tothe distribution, or make arrangements satisfactory to the Company forthe collection thereof. 10. Non-Transferability. Your RSUs may not be sold, transferred, pledged,assigned or otherwise encumbered except by will or the laws of descentand distribution. You may also designate a beneficiary(ies) in theevent that you die before a Distribution Date occurs, who shallsucceed to all your rights and obligations under this Agreement andthe Plan. If you do not designate a beneficiary, your RSUs will passto the person or persons entitled to receive them under your will. Ifyou shall have failed to make a testamentary disposition of your RSUsin your will or shall have died intestate, your RSUs will pass to thelegal representative or representatives of your estate. 11. Employment At-Will. You acknowledge and agree that nothing in thisAgreement or the Plan shall confer upon you any right with respect tofuture awards or continuation of your employment, nor shall itconstitute an employment agreement or interfere in any way with yourright or the right of Company to terminate your employment at anytime, with or without cause, and with or without notice. 12. Collection and Use of Personal Data. You consent to thecollection, use, and processing of personal data (including name, homeaddress and telephone number, identification number and number of RSUsheld) by the Company or a third party engaged by the Company for the purpose of implementing,
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  administering and managing the Plan and any other stock option or stock incentive plans ofthe Company (the “Plans”). You further consent to the release of personal data to such athird party administrator, which, at the option of the Company, may be designated as theexclusive broker in connection with the Plans. You hereby waive any data privacy rightswith respect to such data to the extent that receipt, possession, use, retention, ortransfer 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 thePlan. While RSUs or other awards may be granted under the Plan on one or more occasions oreven on a regular schedule, each grant is a one time event, is not an entitlement to an awardof RSUs in the future, and does not create any contractual or other right to receive an awardof RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in thefuture. 14. Compliance with Stock Ownership Guidelines. All RSUs granted to you under thisAgreement shall be counted as shares of Common Stock that are owned by you for purposes ofsatisfying the minimum share requirements under the Company’s Stock Ownership Guidelines(“SOG”). Notwithstanding the foregoing, you acknowledge and agree that, with the exception ofthe number of shares of Common Stock withheld to satisfy income tax withholding requirementspursuant to Paragraph 9 above, the shares of Common Stock represented by the RSUs granted toyou 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 ManagementDevelopment & Compensation Committee will not approve additional RSU awards to you unless youare 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 withthe laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.
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**This RSU Award is subject to your on-line acceptance of the terms and conditions of thisAgreement through the Fidelity website.**        H. J. HEINZ COMPANY            By: /s/ William R. Johnson         William R. Johnson