---



##### 



TABLE OF CONTENTS
 
 PageARTICLE 1Definitions and Other Provisions of General ApplicationSection 1.01. Definitions
    
    
    1Section 1.02. Compliance Certificates and Opinions
    
    
    9Section 1.03. Form of Documents Delivered to Trustee
    
    
    9Section 1.04. Acts of Holders
    
    
    10Section 1.05. Notices, Etc., to Trustee and Company
    
    
    12Section 1.06. Notice to Holders; Waiver
    
    
    13Section 1.07. Language of Notices, Etc
    
    
    13Section 1.08. Conflict With Trust Indenture Act
    
    
    13Section 1.09. Effect of Headings and Table of Contents
    
    
    14Section 1.10. Successors and Assigns
    
    
    14Section 1.11. Separability Clause
    
    
    14Section 1.12. Benefits of Indenture
    
    
    14Section 1.13. Governing Law
    
    
    14Section 1.14. Legal Holidays
    
    
    14Section 1.15. Computations
    
    
    14ARTICLE 2Security FormsSection 2.01. Forms Generally
    
    
    15Section 2.02. Form of Trustees Certificate of Authentication
    
    
    16Section 2.03. Form of Legend for Global Securities
    
    
    16ARTICLE 3The SecuritiesSection 3.01. Amount Unlimited; Issuable in Series
    
    
    17Section 3.02. Denominations
    
    
    19Section 3.03. Execution, Authentication, Delivery and Dating
    
    
    19Section 3.04. Temporary Securities
    
    
    21Section 3.05. Registration, Registration of Transfer and Exchange
    
    
    22Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    24Section 3.07. Payment of Interest; Interest Rights Preserved
    
    
    25Section 3.08. Persons Deemed Owners
    
    
    26Section 3.09. Cancellation
    
    
    26Section 3.10. Computation of Interest
    
    
    27Section 3.11. CUSIP Numbers
    
    
    27
 i




---



##### 



PageARTICLE 4Satisfaction and DischargeSection 4.01. Satisfaction and Discharge of Indenture
    
    
    27Section 4.02. Application of Trust Money
    
    
    28Section 4.03. Discharge and Defeasance of Securities of Any Series
    
    
    29Section 4.04. Reinstatement
    
    
    31ARTICLE 5RemediesSection 5.01. Events of Default
    
    
    31Section 5.02. Acceleration of Maturity; Rescission and Annulment
    
    
    32Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    33Section 5.04. Trustee May Enforce Claims
    
    
    34Section 5.05. Trustee May Enforce Claims Without Possession of Securities
    
    
    35Section 5.06. Application of Money Collected
    
    
    35Section 5.07. Limitation on Suits
    
    
    35Section 5.08. Unconditional Rights of Holders to Receive Principal, Premium and Interest
    
    
    36Section 5.09. Restoration of Rights and Remedies
    
    
    36Section 5.10. Rights and Remedies Cumulative
    
    
    37Section 5.11. Delay or Omission Not Waiver
    
    
    37Section 5.12. Control by Holders
    
    
    37Section 5.13. Waiver of Past Defaults
    
    
    37Section 5.14. Undertaking for Costs
    
    
    38Section 5.15. Waiver of Stay or Extension Laws
    
    
    38ARTICLE 6The TrusteeSection 6.01. Certain Duties and Responsibilities
    
    
    38Section 6.02. Notice of Defaults
    
    
    40Section 6.03. Certain Rights of Trustee
    
    
    40Section 6.04. Not Responsible for Recitals or Issuance of Securities
    
    
    42Section 6.05. May Hold Securities
    
    
    42Section 6.06. Money Held in Trust
    
    
    42Section 6.07. Compensation and Reimbursement
    
    
    42Section 6.08. Disqualification; Conflicting Interests
    
    
    43Section 6.09. Corporate Trustee Required; Eligibility
    
    
    43Section 6.10. Resignation and Removal; Appointment of a Successor
    
    
    43Section 6.11. Acceptance of Appointment by Successor
    
    
    45Section 6.12. Merger, Conversion, Consolidation or Succession to Business
    
    
    46Section 6.13. Preferential Collection of Claims Against Company
    
    
    47Section 6.14. Appointment of Authenticating Agent
    
    
    47
 ii




---



##### 



PageARTICLE 7Holders Lists and Reports by Trustee and CompanySection 7.01. Company to Furnish Trustee Names and Addresses of Holders of Securities
    
    
    48Section 7.02. Preservation of Information; Communications to Holders
    
    
    49Section 7.03. Reports by the Trustee
    
    
    49Section 7.04. Reports by Company
    
    
    50ARTICLE 8Consolidation, Merger, Conveyance, Transfer or LeaseSection 8.01. Company May Consolidate, Etc., Only on Certain Terms
    
    
    51Section 8.02. Successor Substituted
    
    
    51ARTICLE 9Supplemental IndenturesSection 9.01. Supplemental Indentures Without Consent of Holders
    
    
    52Section 9.02. Supplemental Indentures With Consent of Holders
    
    
    53Section 9.03. Execution of Supplemental Indentures
    
    
    54Section 9.04. Effect of Supplemental Indentures
    
    
    54Section 9.05. Conformity With Trust Indenture Act
    
    
    54Section 9.06. Reference in Securities to Supplemental Indentures
    
    
    55ARTICLE 10CovenantsSection 10.01. Payment of Principal, Premium and Interest
    
    
    55Section 10.02. Maintenance of Office or Agency
    
    
    55Section 10.03. Money for Security Payments to Be Held in Trust
    
    
    56Section 10.04. Restrictions on Secured Debt
    
    
    57Section 10.05. Statement as to Compliance
    
    
    59Section 10.06. Corporate Existence
    
    
    59Section 10.07. Waiver of Certain Covenants
    
    
    59Section 10.08. Additional Amounts
    
    
    59ARTICLE 11Redemption of SecuritiesSection 11.01. Applicability of This Article
    
    
    60Section 11.02. Election to Redeem; Notice to Trustee
    
    
    60Section 11.03. Selection by Trustee of Securities to Be Redeemed
    
    
    61Section 11.04. Notice of Redemption
    
    
    61Section 11.05. Deposit of Redemption Price
    
    
    62Section 11.06. Securities Payable on Redemption Date
    
    
    62Section 11.07. Securities Redeemed in Part
    
    
    63
 iii




---



##### 



PageARTICLE 12Sinking FundsSection 12.01. Applicability of Article
    
    
    63Section 12.02. Satisfaction of Sinking Fund Payments With Securities
    
    
    63Section 12.03. Redemption of Securities for Sinking Fund
    
    
    64ARTICLE 13Meetings of the Holders of SecuritiesSection 13.01. Purposes for Which Meetings May Be Called
    
    
    64Section 13.02. Call, Notice and Place of Meetings
    
    
    64Section 13.03. Persons Entitled to Vote at Meetings
    
    
    65Section 13.04. Quorum; Action
    
    
    65Section 13.05. Determination of Voting Rights; Conduct and Adjournment of
Meeting
    
    
    66Section 13.06. Counting Votes and Recording Action of Meetings
    
    
    67Exhibit A. Form of Security
 iv




---



##### 



Company Trustee
  Securities
   ARTICLE 1  Definitions and Other Provisions of General Application
 . Definitions.




---



##### 



Act
 Affiliate control controlling controlled
 Authenticating Agent
 Authorized Officer
 Board of Directors
 Board Resolution
 Business Day
 Capital Stock
 2




---



##### 



Commission
 Company
 Company Request Company Order
 Consolidated Net Assets
 Corporate Trust Office th
 Default
 Default Interest
 Depositary
 Dollar or $
 DTC
 Event of Default
 Exchange Act
 Funded Debt
 3




---



##### 



Global Security
 Holder
 Indenture
 Interest
 Interest Payment Date
 Internal Revenue Code
 Maturity
 Notice of Default
 Officers Certificate
 Opinion of Counsel
 4




---



##### 



Original Issue Date
 Original Issue Discount Security
 Outstanding
  provided
  provided, however
 5




---



##### 



Paying Agent
 Person
 Place of Payment
 Predecessor Security
 6




---



##### 



Principal Property
 Redemption Date
 Redemption Price
 Regular Record Date
 Responsible Officer
 Restricted Subsidiary
 Securities
 Securities Act
 7




---



##### 



Security Register Security Registrar
 Special Record Date
 Stated Maturity
 Subsidiary
 Trustee
 Trust Indenture Act provided however
 United States
 U.S. Government Obligations provided
 8




---



##### 



Voting Stock
 . Compliance Certificates and Opinions.
      . Form of Documents Delivered to Trustee.
 9




---



##### 



. Acts of Holders. Act
 10




---



##### 



provided provided
 11




---



##### 



provided
 provided
  . Notices, Etc., to Trustee and Company.
 12




---



##### 



th
   . Notice to Holders; Waiver.
   . Language of Notices, Etc.
 . Conflict With Trust Indenture Act.
 13




---



##### 



. Effect of Headings and Table of Contents.
 . Successors and Assigns.
 . Separability Clause.
 . Benefits of Indenture.
 . Governing Law.
 . Legal Holidays. provided
 . Computations.
  14




---



##### 



ARTICLE 2  Security Forms
 . Forms Generally.
    15




---



##### 



Form of Trustees Certificate of Authentication.
  Union Bank of California, N.A.,
as TrusteeBy:Authorized Officer Form of Legend for Global Securities.
   16




---



##### 



ARTICLE 3  The Securities
 . Amount Unlimited; Issuable in Series.
         17




---



##### 



18




---



##### 



. Denominations.
 . Execution, Authentication, Delivery and Dating.
   19




---



##### 



20




---



##### 



. Temporary Securities.
  21




---



##### 



. Registration, Registration of Transfer and Exchange. Security Register
     22




---



##### 



23




---



##### 



. Mutilated, Destroyed, Lost and Stolen Securities.
    24




---



##### 



. Payment of Interest; Interest Rights Preserved.
    25




---



##### 



. Persons Deemed Owners.
  . Cancellation.
 26




---



##### 



. Computation of Interest.
 . CUSIP Numbers. provided
 ARTICLE 4  Satisfaction and Discharge
 . Satisfaction and Discharge of Indenture.
   27




---



##### 



. Application of Trust Money.
 28




---



##### 



. Discharge and Defeasance of Securities of Any Series.
    provided
  29




---



##### 



30




---



##### 



Reinstatement
 provided however
 ARTICLE 5  Remedies
 . Events of Default. Event of Default
     31




---



##### 



. Acceleration of Maturity; Rescission and Annulment. provided
 32




---



##### 



. Collection of Indebtedness and Suits for Enforcement by Trustee.
   33




---



##### 



. Trustee May Enforce Claims.
     34




---



##### 



provided however
 . Trustee May Enforce Claims Without Possession of Securities.
 . Application of Money Collected.
 First
 Second
 Third
 . Limitation on Suits.
 35




---



##### 



. Unconditional Rights of Holders to Receive Principal, Premium and Interest.
 . Restoration of Rights and Remedies.
 36




---



##### 



. Rights and Remedies Cumulative.
 . Delay or Omission Not Waiver.
 . Control by Holders.
    . Waiver of Past Defaults.
 37




---



##### 



. Undertaking for Costs.
 . Waiver of Stay or Extension Laws.
 ARTICLE 6  The Trustee
 . Certain Duties and Responsibilities.
 38




---



##### 



39




---



##### 



. Notice of Defaults. provided, however provided default
 . Certain Rights of Trustee.
    40




---



##### 



41




---



##### 



. Not Responsible for Recitals or Issuance of Securities.
 . May Hold Securities.
 . Money Held in Trust.
 . Compensation and Reimbursement.
   42




---



##### 



. Disqualification; Conflicting Interests.
 . Corporate Trustee Required; Eligibility.
 . Resignation and Removal; Appointment of a Successor.
 43




---



##### 



44




---



##### 



. Acceptance of Appointment by Successor.
  45




---



##### 



. Merger, Conversion, Consolidation or Succession to Business.
 46




---



##### 



. Preferential Collection of Claims Against Company.
 . Appointment of Authenticating Agent
    47




---



##### 



Union Bank of California, N.A.,
as TrusteeBy:As Authenticating AgentBy:Authorized Signatory ARTICLE 7  Holders Lists and Reports by Trustee and Company
 . Company to Furnish Trustee Names and Addresses of Holders of Securities.
  48




---



##### 



provided, however
 Preservation of Information; Communications to Holders
   . Reports by the Trustee.
  49




---



##### 



. Reports by Company.
      50




---



##### 



ARTICLE 8  Consolidation, Merger, Conveyance, Transfer or Lease
 . Company May Consolidate, Etc., Only on Certain Terms.
     . Successor Substituted.
 51




---



##### 



Company
 ARTICLE 9  Supplemental Indentures
 . Supplemental Indentures Without Consent of Holders.
        52




---



##### 



provided
 . Supplemental Indentures With Consent of Holders. provided, however
   53




---



##### 



provided, however the Trustee
   . Execution of Supplemental Indentures.
 . Effect of Supplemental Indentures.
 . Conformity With Trust Indenture Act.
 54




---



##### 



. Reference in Securities to Supplemental Indentures.
 ARTICLE 10  Covenants
 . Payment of Principal, Premium and Interest.
 . Maintenance of Office or Agency.
  provided, however
 55




---



##### 



. Money for Security Payments to Be Held in Trust.
        56




---



##### 



. Restrictions on Secured Debt. Debt Mortgage Mortgages provided, however
    57




---



##### 



provided, however
 58




---



##### 



. Statement as to Compliance.
 . Corporate Existence.
 . Waiver of Certain Covenants.
 . Additional Amounts.
  59




---



##### 



ARTICLE 11  Redemption of Securities
 . Applicability of This Article.
 . Election to Redeem; Notice to Trustee.
 60




---



##### 



. Selection by Trustee of Securities to Be Redeemed.
   . Notice of Redemption.
        61




---



##### 



. Deposit of Redemption Price.
 . Securities Payable on Redemption Date.
  provided
 62




---



##### 



. Securities Redeemed in Part.
 ARTICLE 12  Sinking Funds
 . Applicability of Article.
 mandatory sinking fund payment optional sinking fund payment.
 . Satisfaction of Sinking Fund Payments With Securities. provided
 63




---



##### 



. Redemption of Securities for Sinking Fund.
 ARTICLE 13  Meetings of the Holders of Securities
 . Purposes for Which Meetings May Be Called.
 . Call, Notice and Place of Meetings.
  64




---



##### 



. Persons Entitled to Vote at Meetings.
 . Quorum; Action. provided, however
 provided, however
 65




---



##### 



. Determination of Voting Rights; Conduct and Adjournment of Meeting.
  provided, however
  66




---



##### 



. Counting Votes and Recording Action of Meetings.
 67




---



##### 



H.J. HEINZ COMPANYBy:
    /s/ Leonard A. Cullo, Jr.Name:
    Leonard A. Cullo, Jr.Title:
    Vice President-TreasurerUNION BANK OF CALIFORNIA, N.A., as
TrusteeBy:
    /s/ Eva AryeeteyName:
    Eva AryeeteyTitle:
    Vice President 68




---



##### 



EXHIBIT A
 1
   
 No. [     ]
  [U.S. $] [] Company
 
 1
    
    To be completed and supplemented to reflect the terms
of any series of Securities.




---



##### 



provided, however
    
 H.J. HEINZ COMPANYBy: A-2




---



##### 



Securities Indenture Trustee
 
 Redemption
    
    
    
    RedemptionYear
    
    Price
    
    Year
    
    Price
 provided, however
 A-3




---



##### 



Redemption Price forRedemption Price for
    
    Redemption-Otherwise ThanRedemption-Through Operation of
    
    Through Operation of theYear
    
    the Sinking Fund
    
    Sinking-Fund
 provided, however
  
 A-4




---



##### 



mandatory sinking fund
     A-5




---



##### 



provided, however,
   
   A-6




---



##### 



A-7